Vendor Agreement - Template Form to Create Word and PDF Pro · US-law
✓ Valid in United States · drafted to comply with local law
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VENDOR AGREEMENT
This Vendor Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:
________, a ________ organized and existing under the laws of the State of ________, having its principal place of business at:
________
Email: ________
and
________, a ________ organized and existing under the laws of the State of ________, having its principal place of business at:
________
Email: ________
Hereinafter, "Organizer" refers to ________, and "Vendor" refers to ________. Organizer and Vendor may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Organizer will be hosting an event entitled ________ (the "Event");
WHEREAS, Organizer is permitting certain vendors to sell goods at the Event;
WHEREAS, Vendor is a seller of certain goods, as described more fully below, and wishes to sell such goods at the Event; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Article 1 — SCOPE
1.1 This Agreement sets forth the terms and conditions under which Vendor will be permitted to sell certain goods at the Event, subject to the provisions set forth herein. Organizer agrees to provide space for Vendor at the Event, which space shall be designated in advance. Organizer agrees to provide a minimum of ________ square feet for Vendor.
1.2 The relationship of the Parties is that of independent contractors. Neither Party is, by virtue of this Agreement, authorized as an agent, employee, partner, joint venturer, or legal representative of the other. Neither Party shall have the power to control the activities or operations of the other.
Article 2 — GOODS
2.1 Vendor is engaged in the business of selling the following goods (the "Goods"):
________
2.2 The Goods listed herein are the only goods permitted to be sold by Vendor at the Event.
2.3 Vendor warrants that the Goods are of merchantable quality, fit for their ordinary intended purpose, and are safe and legal to be sold under all applicable federal, state, and local laws and regulations. Vendor further warrants that it holds good and marketable title to the Goods, free and clear of any liens or encumbrances.
Article 3 — DESCRIPTION OF EVENT
The details of the Event are as follows:
Name of Event: ________
Description of Event:
________
Venue & Address of Event:
________
Dates of Event: ________
Timing of Event:
________
Approximate Number of Attendees Expected: ________
Vendor is expected to remain open during all hours of the Event unless specifically directed otherwise by Organizer.
Article 4 — SETUP AND TAKEDOWN
4.1 Vendor shall be permitted to set up all required facilities and items on the following date and time:
Date for Setup: ________
Time for Setup: ________
4.2 Vendor shall remove all facilities and items by the following date and time:
Date for Takedown: ________
Time for Takedown: ________
Article 5 — STAFF
Vendor shall, at Vendor's own expense, maintain adequate and competent staff to ensure proper operation and organizational flow at the Event. Vendor shall be solely responsible for the conduct, supervision, compensation, and all employment obligations of its staff, including all withholdings, taxes, and workers' compensation coverage as required by law.
Article 6 — PAYMENT
6.1 As consideration for permission to sell the Goods at the Event, Vendor shall pay Organizer a fixed fee of $________ (________).
6.2 In addition, Organizer shall be entitled to a percentage of Vendor's gross daily receipts equal to ________% (________ percent). "Gross daily receipts" means the sum of all monies received by Vendor for Goods sold on a given day, before deduction of itemized expenses and losses.
6.3 Organizer will accept the following forms of payment:
________
6.4 Tax Statement. All charges payable under this Agreement are exclusive of any taxes, surcharges, or other amounts assessed by any federal, state, or local authority. Each Party shall be solely and exclusively responsible for taxes imposed upon or required to be paid by it. Vendor shall be solely responsible for the collection and remittance of all applicable sales and use taxes arising from its sales at the Event.
Article 7 — INSURANCE
7.1 Vendor shall, at its own expense, procure and maintain throughout the term of this Agreement commercial general liability insurance with coverage of not less than $________ per occurrence, together with such other insurance as is appropriate to Vendor's Goods and operations.
7.2 Upon request, Vendor shall furnish Organizer with a certificate of insurance naming Organizer as an additional insured. Organizer will not provide insurance coverage for Vendor and shall not be responsible for any damage to or loss of Vendor's property.
Article 8 — CLEANING
Vendor shall maintain the space provided by Organizer in a clean and orderly manner and shall be responsible for all trash removal at the close of the Event each day and at the conclusion of the Event. Should Vendor fail to keep its space clean, Organizer may perform such cleaning and charge Vendor the reasonable cost thereof.
Article 9 — NO RESPONSIBILITY FOR WATER, ELECTRIC, AND OTHER UTILITIES
Organizer is not responsible for providing Vendor with water, electricity, sewage, telephone, internet, or other utility services. If Vendor utilizes any such services, Vendor shall be solely and exclusively responsible for payment thereof.
Article 10 — NO FIXTURES
Vendor shall not attach anything to the premises where the Event is held, including signs or placards, and shall not install any fixtures. Any display items must be temporary only and shall be removed by Vendor upon takedown.
Article 11 — NO OUTSIDE FOOD
Vendor shall not bring outside food or beverages into the Event. Vendor may purchase food and beverages from other vendors located within the Event.
Article 12 — COMPLIANCE WITH LAWS AND RULES
12.1 Vendor agrees to comply with all applicable federal, state, and local laws, ordinances, rules, and regulations in connection with its activities at the Event, including those relating to permits, licenses, taxation, health, and safety. Vendor shall obtain and maintain, at its sole expense, all permits and licenses required for its operations.
12.2 Vendor further agrees to abide by all rules, regulations, and policies established by Organizer for the Event. Organizer reserves the right to remove any Vendor who fails to comply with such laws, rules, regulations, or policies, without refund of any fees paid.
Article 13 — INDEMNIFICATION
Article 14 — TERMINATION
14.1 This Agreement shall terminate automatically on the following date: ________.
14.2 This Agreement may also be terminated by either Party, upon written notice:
a) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied, or that is capable of remedy but is not remedied within fourteen (14) days after a written request to do so; or
b) if the other Party becomes unable to perform its duties hereunder, including any duty to pay or duty to perform.
14.3 No ongoing relationship between the Parties is contemplated. The Parties may, through a written addendum signed by both Parties, expand the scope of this Agreement, but only with explicit terms.
14.4 Upon termination of this Agreement for any reason, Vendor shall immediately cease all sales at the Event, remove all of its Goods, facilities, and items from the premises, and vacate the space provided by Organizer. Termination of this Agreement shall not relieve either Party of any obligations that accrued prior to the date of termination.
Article 15 — GENERAL PROVISIONS
a) GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles, and any applicable federal law. Both Parties consent to the jurisdiction of the state and federal courts located within the State of ________, and venue shall lie in ________ County. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory and not permissive.
b) LANGUAGE. All communications and notices made or given pursuant to this Agreement shall be in the English language.
c) ASSIGNMENT. This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
d) AMENDMENTS. This Agreement may only be amended by a written instrument signed by both Parties.
e) NO WAIVER. No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only an additional written agreement may constitute a waiver of any term. No waiver of any term shall constitute a waiver of any other term or of the same term on a future occasion. Failure to enforce any term shall not constitute a waiver of that or any other term.
f) SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue in full force and effect as though the invalid, illegal, or unenforceable parts had not been included.
g) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, whether written or oral.
h) HEADINGS. Headings are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
i) COUNTERPARTS. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. If the execution dates differ, this Agreement shall be effective as of the later date of signature.
j) FORCE MAJEURE. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including, without limitation, acts of God, acts of civil or military authorities, riots, embargoes, pandemics, governmental orders, natural disasters, supplier strikes, or labor disputes.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
Vendor:
Name: ________
Representative Name: ________
Representative Title: ________
Representative Signature: _____________________
Date: ________
Organizer:
Name: ________
Representative Name: ________
Representative Title: ________
Representative Signature: _____________________
Date: ________
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