AiPro Institute™
AiPro Institute™
Vendor Agreement
Supplier Services & Procurement Contract
This Vendor Agreement ("Agreement") is entered into on by and between:
Client / Buyer Information
Vendor / Supplier Information
Agreement #
Scope of Services / Products
1.1 Products/Services to be Provided
1.2 Service Categories
1.3 Specifications & Quality Standards
Pricing & Payment Terms
2.1 Pricing Structure
| Item / Service Description | Unit | Unit Price | Notes |
|---|---|---|---|
2.2 Payment Terms
2.3 Price Adjustments
Pricing shall remain fixed for the duration of this Agreement unless:
- Mutually agreed upon in writing
- Cost increases exceeding % due to market conditions (with 60 days notice)
- Changes in scope of work or specifications
2.4 Volume Discounts (if applicable)
Delivery & Performance Standards
3.1 Delivery Schedule
3.2 Shipping & Handling
Shipping costs shall be borne by:
3.3 Performance Metrics & KPIs
3.4 Inspection & Acceptance
Client shall have days from receipt to inspect goods/services. Non-conforming items may be rejected or returned at Vendor's expense within this period.
Warranties & Guarantees
4.1 Product/Service Warranty
4.2 Representations
Vendor represents and warrants that:
- All products/services will conform to specifications and be free from defects
- Products will be new, unused, and of merchantable quality
- Services will be performed in a professional and workmanlike manner
- Vendor has all necessary licenses, permits, and authorizations
- Products do not infringe on any third-party intellectual property rights
Compliance & Legal Requirements
5.1 Regulatory Compliance
Vendor shall comply with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to:
5.2 Insurance Requirements
5.3 Confidentiality
Both parties agree to maintain confidentiality of proprietary information, trade secrets, customer data, pricing, and business strategies disclosed during the course of this Agreement. Confidentiality obligations shall survive termination for a period of years.
Liability & Indemnification
6.1 Indemnification
Vendor agrees to indemnify, defend, and hold harmless Client from any claims, damages, losses, or expenses (including attorney fees) arising from:
- Breach of this Agreement by Vendor
- Negligence or willful misconduct of Vendor or its employees
- Product defects or service errors causing injury or damage
- Infringement of intellectual property rights
- Violation of applicable laws or regulations
6.2 Limitation of Liability
Termination
7.1 Termination for Convenience
Either party may terminate this Agreement with days written notice to the other party.
7.2 Termination for Cause
Either party may terminate immediately upon written notice if the other party:
- Materially breaches this Agreement and fails to cure within 30 days
- Becomes insolvent or files for bankruptcy
- Ceases business operations
- Engages in fraudulent or illegal activities
7.3 Obligations Upon Termination
Upon termination, Vendor shall: (1) deliver all work-in-progress, (2) return Client property and confidential information, (3) invoice for services rendered through termination date, and (4) provide reasonable transition assistance.
General Provisions
8.1 Independent Contractor
Vendor is an independent contractor, not an employee or agent of Client. Vendor is responsible for all taxes, insurance, and benefits for its personnel.
8.2 Assignment
Neither party may assign this Agreement without prior written consent of the other party, except in the case of corporate merger or acquisition.
8.3 Force Majeure
Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control (natural disasters, war, pandemics, government actions, etc.). The affected party must provide prompt notice and make reasonable efforts to mitigate impact.
8.4 Governing Law & Dispute Resolution
8.5 Amendments
This Agreement may only be amended in writing, signed by authorized representatives of both parties.
8.6 Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, and agreements.
Agreement Acknowledgment
By signing below, both parties acknowledge that they have read, understood, and agree to be bound by all terms and conditions of this Vendor Agreement. Each party confirms that the signatory has full authority to enter into this Agreement on behalf of their organization.
Client Signature
Authorized Representative
Printed Name: __________________
Title: __________________
Date: __________________
Vendor Signature
Authorized Representative
Printed Name: __________________
Title: __________________
Date: __________________
