Identify the legal names and addresses of both the vendor and the purchaser.

Confirm vendor’s legal status (e.g., corporation, LLC, sole proprietorship)

Verify any business registration or licenses required for the vendor to operate legally.

Define the products or services the vendor will supply or provide

Specify any milestones, timelines, or deadlines for delivery of goods/services.

Outline the quality standards and specifications required for products or services.

Include any testing, inspection, or approval requirements for the products or services provided

Specify the total payment amount or pricing structure (e.g., flat fee, hourly rate, per unit)

Define the payment schedule (e.g., upfront, milestone payments, upon delivery)

Include accepted methods of payment (e.g., wire transfer, check, credit card)

Address any late fees or penalties for delayed payments.

Confirm whether taxes (e.g., sales tax, VAT) are included in the price or need to be added.

Set clear delivery terms, including delivery location and timeframes

Specify shipping or freight responsibilities, including who covers the cost.

Establish an inspection or acceptance process upon delivery of goods or services.

Define conditions for rejecting goods or services (e.g., defective, non-conforming)

Include confidentiality clauses to protect any proprietary or sensitive information shared with the vendor.

Outline data protection requirements if personal or sensitive data is exchanged.

Specify the vendor’s responsibilities regarding data security and privacy compliance.

Include terms for the return or destruction of confidential information upon termination of the agreement.

Specify ownership rights for any intellectual property created during the agreement.

Address the use of pre-existing intellectual property that the vendor or purchaser owns.

Include terms for the licensing of IP, if applicable, between the parties.

Define the vendor’s liability for damages, losses, or injuries arising from their work or products.

Specify indemnification provisions for holding the purchaser harmless from any third-party claims.

Clarify any insurance requirements (e.g., general liability insurance, professional liability insurance)

Specify the initial term of the agreement (e.g., one year, ongoing)

Outline conditions under which the agreement can be terminated by either party (e.g., breach, mutual agreement)

Address the notice period required for termination or cancellation of the agreement.

Include provisions for termination due to non-performance or breach of contract.

Define the process for resolving disputes (e.g., negotiation, mediation, arbitration)

Specify the governing law and jurisdiction that will apply in case of legal disputes.

Include any venue or location requirements for dispute resolution (e.g., specific state or city)

Establish performance standards or key performance indicators (KPIs) for the vendor.

Include provisions for performance reviews or audits to ensure compliance with the agreement.

Address the vendor’s obligation to comply with all applicable laws, regulations, and industry standards.

Define any warranties or guarantees provided by the vendor for the products or services.

Specify the duration of the warranty and any conditions for claiming it.

Include remedies for defective or non-conforming goods or services (e.g., replacement, repair, refund)

Define force majeure events (e.g., natural disasters, pandemics, government actions) that may excuse performance delays.

Specify the vendor’s obligations to notify the purchaser in the event of a force majeure occurrence.

Address the length of time a force majeure event can delay performance before either party can terminate the agreement.

Include any additional clauses that are specific to the vendor’s role or industry (e.g., subcontracting, exclusivity, branding)

Specify any penalties or liquidated damages for breach of contract.

Include a severability clause stating that if any part of the contract is invalid, the rest remains enforceable.

Address the possibility of assigning or transferring rights and obligations under the agreement.

Provide space for both parties to sign and date the agreement

Ensure both parties have had the opportunity to review the agreement and seek legal advice.

Include a statement confirming that both parties agree to all the terms and conditions.

Retain signed copies of the agreement for future reference and enforcement.