Startup Vendor Contract

Between [Your Company Name] and [Vendor Name]

This Contract is made on [Month, Day, Year]

Between

[Your Company Name]

(Hereafter referred to as "Client")

[Your Company Address]

[Your Company Number]

And

[Vendor Name]

(Hereafter referred to as "Vendor")

[Vendor's Address]

[Vendor's Number]

Whereas

The Client wishes to obtain the goods/services described herein from the Vendor, and the Vendor agrees to provide such goods/services under the terms and conditions set forth in this Contract.

1. Scope of Work

The Vendor agrees to provide the Client with the following goods/services:

Description of Goods/Services: [Detailed Description]
Delivery/Completion Date: [Date or Timeframe]
Location for Delivery of Goods/Provision of Services: [Location]

2. Payment Terms

Total Cost: $[Amount]
Payment Schedule: [Payment Milestones and Dates]
Method of Payment: [Details]

3. Standards of Performance

The Vendor is required to perform all services and deliver all goods under this Contract to the highest industry standards. The goods/services provided must strictly adhere to the specifications, quality standards, and timelines. Failure to meet these standards will constitute a breach of contract, subjecting the Vendor to remedial actions as per Section 5.

4. Confidentiality

Both parties acknowledge that during the tenure of this Contract, they may be exposed to or receive proprietary information from the other party. Such information includes, but is not limited to, business strategies, customer lists, technical data, and product plans. Each party agrees to use this information solely for the purposes of fulfilling their obligations under this Contract and not to disclose it to third parties without prior written consent from the disclosing party. This obligation of confidentiality shall survive the termination of this Contract for a period of five (5) years.

5. Termination

This Contract may be terminated by either party if the other party breaches any of its terms and fails to correct such breach within thirty (30) days after receiving written notice of the breach. Additionally, either party may terminate this Contract without cause upon sixty (60) days’ written notice to the other party. Upon termination, the Vendor must return all Client materials and data, and the Client must pay for all services rendered and goods delivered up to the date of termination.

6. Liability and Indemnification

The Vendor agrees to indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against all claims, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or resulting from the Vendor's performance or non-performance of its obligations under this Contract. This indemnification does not apply to claims arising from the Client's negligence or willful misconduct.

7. Dispute Resolution

In the event of a dispute arising from or related to this Contract, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [Specify Location], and the decision of the arbitrator(s) shall be final and binding upon the parties.

8. Entire Agreement

This Contract constitutes the entire agreement between the Client and the Vendor regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, both written and oral. This Contract may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

9. Amendments

No amendment, modification, or supplement of any provisions of this Contract shall be valid or effective unless made in writing and signed by authorized representatives of both parties. Each party must receive a copy of the amendment for it to take effect.

10. Governing Law

This Contract shall be governed by and construed in accordance with the laws of the State of [Specify State], without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of this Contract or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of [Specify State] in each case located in the city of [Specify City] and county of [Specify County], and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written.

Client Signature:

Date: [Month, Day, Year]

Client Printed Name: [Your Name]

Vendor Signature:

Date: [Month, Day, Year]

Vendor Printed Name: [Vendor Name]