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Professional Trade Partner Agreement

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PROFESSIONAL TRADE PARTNER AGREEMENT

This Professional Trade Partner Agreement ("Agreement") is made and entered into as of Effective Date: by and between Company Name: , a organized under the laws of with principal place of business at (hereinafter "Company"), and Trade Partner Name: , a organized under the laws of with principal place of business at (hereinafter "Partner"). Company and Partner are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Company develops, markets and sells professional trade goods and related services and desires to expand market reach through qualified trade partners; and

WHEREAS, Partner represents that it has the capability, contacts and expertise to promote, resell and support the Company's products and services in the Territory defined herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Partner will act as a trade partner of Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Appointment; Scope of Services

1.1 Appointment. Company hereby appoints Partner, and Partner accepts such appointment, as a non-exclusive trade partner to solicit orders, promote and provide first-line support for Company's products and services within the Territory set forth below, subject to the terms and conditions of this Agreement.

1.2 Scope. Partner shall perform the services described in the Scope of Services. Scope may include lead generation, sales, installation coordination, and customer support as specified by Company in writing.

2. Term and Termination

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months unless earlier terminated in accordance with this Agreement. Thereafter the Agreement shall .

2.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receiving written notice specifying the breach.

2.3 Termination for Convenience. Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party.

3. Duties and Performance Standards

3.1 Partner Obligations. Partner shall (a) use commercially reasonable efforts to promote and solicit orders for Company's products; (b) comply with Company's pricing, branding and promotional policies; (c) timely report sales leads and customer feedback in the format required by Company; and (d) maintain all licenses, permits and qualifications necessary to perform the Services.

4. Compensation; Payment Terms

4.1 Compensation. As full compensation for the services rendered under this Agreement, Company shall pay Partner commissions, fees or other compensation in the manner and at the rates set forth below.

4.2 Calculation and Reporting. Commissionable amounts shall be calculated on gross invoice value less taxes, returns and third-party charges, and shall be payable within the Payment Terms following receipt of cleared payment by Company. Partner shall timely submit required reporting and supporting documentation to validate commission calculations.

5. Reporting; Records; Audit

5.1 Reports. Partner shall submit sales reports and other information reasonably requested by Company at the frequency of . Reports shall be complete and accurate and delivered in the format required by Company.

5.2 Audit Rights. Company shall have the right, upon reasonable prior notice and during normal business hours, to inspect Partner's relevant records relating to sales, commissions and performance. Partner shall retain such records for a period of not less than years.

6. Confidentiality

6.1 Confidential Information. "Confidential Information" means all non-public information disclosed by a Party that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances, including pricing, customer lists, technical data and business plans.

6.2 Non-Disclosure. Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not disclose or use such information except as required to perform its obligations under this Agreement or as required by law.

7. Intellectual Property

7.1 Ownership. Company retains all right, title and interest in and to its pre-existing intellectual property, trade names, trademarks, copyrights and product designs. Nothing in this Agreement shall transfer ownership of Company's intellectual property to Partner.

7.2 License. Subject to the terms and conditions of this Agreement, Company grants Partner a limited, non-exclusive, non-transferable license to use Company's trademarks and marketing materials solely to promote and sell Company's products in the Territory during the Term.

8. Compliance with Laws; Anti-Corruption

8.1 Compliance. Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including export controls and data protection laws.

8.2 Anti-Corruption. Each Party represents and warrants that it will not, directly or indirectly, offer, promise, give or authorize any undue financial or other advantage to any government official or any other person to obtain or retain business or to secure an improper advantage in connection with this Agreement.

9. Representations and Warranties

9.1 Mutual Representations. Each Party represents and warrants that it is duly organized, validly existing and in good standing, has the full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any other agreement or law applicable to such Party.

9.2 Partner Warranties. Partner further warrants that it will perform the services in a professional and workmanlike manner and that any resale of Company's products will be in accordance with Company policies.

10. Indemnification

10.1 Indemnity by Partner. Partner shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of (a) Partner's breach of this Agreement, (b) Partner's negligence or willful misconduct, and (c) Partner's infringement of any third-party intellectual property rights in connection with Partner's activities hereunder.

10.2 Indemnity by Company. Company shall indemnify, defend and hold harmless Partner from third-party claims arising from Company's products to the extent caused by Company's negligence, product defects or Company's breach of representations and warranties.

11. Insurance

Partner shall maintain at its expense commercial general liability insurance, professional liability insurance (if applicable) and workers' compensation insurance in amounts customary and reasonable for the industry and sufficient to cover its obligations under this Agreement. Upon request, Partner shall provide certificates of insurance to Company.

12. Limitation of Liability

Except for liability arising from a Party's willful misconduct, gross negligence, or breach of its confidentiality or indemnity obligations, neither Party shall be liable to the other for indirect, incidental, special or consequential damages. The aggregate liability of each Party for any and all claims arising out of or related to this Agreement shall not exceed or the amounts actually paid under this Agreement in the twelve (12) months preceding the claim, whichever is greater.

13. Non-Solicitation

During the Term and for a period of months following termination, neither Party shall solicit for employment any employee of the other Party who was directly involved in performance under this Agreement, provided that general solicitations not targeted at such individuals shall not constitute a breach.

14. Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the contact information provided below. Notice is effective upon receipt when sent by personal delivery, nationally recognized overnight courier, or confirmed electronic transmission accompanied by a copy delivered by certified mail.

15. Assignment

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Company may assign to an affiliate or in connection with a merger, sale of substantially all assets or other corporate reorganization provided the assignee assumes Company's obligations hereunder.

16. Amendments; Waiver

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other rights.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

18. Entire Agreement

This Agreement, including all schedules and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or understandings, whether written or oral.

19. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

20. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

Company:

By:

Date:

Partner:

By:

Date:

Enter text✕

What the Professional Trade Partner Agreement Covers

A Professional Trade Partner Agreement is a contract between a primary contractor or business and a trade partner—such as a subcontractor, supplier, or service vendor—that defines scope of work, deliverables, payment terms, insurance and indemnity obligations, performance standards, confidentiality, intellectual property allocation, and termination rights. It allocates responsibilities, sets inspection and acceptance criteria, and typically attaches project schedules, invoicing instructions, and any statutory compliance requirements. Parties can adapt the template for one-off projects or ongoing supplier relationships; electronic execution is generally permissible under ESIGN and UETA when the document meets legal validity requirements.

Why using a clear trade partner agreement matters

A well‑drafted agreement reduces disputes, clarifies payment and liability, protects IP and confidential data, and documents insurance and safety obligations. It helps manage project risk and evidences contractual terms for audits, collections, and regulatory review, while supporting remote execution under U.S. eSignature law.

Why using a clear trade partner agreement matters

Who commonly enters Professional Trade Partner Agreements

Organizations that manage outsourced work, multiple vendors, or field-based partners typically use this agreement.

  • General contractors and construction firms — manage subcontractor scopes, lien waivers, insurance proof, and staged payments.
  • Manufacturers and distributors — set supply terms, warranties, lead times, and product acceptance criteria.
  • Service providers and technology vendors — clarify SLAs, intellectual property ownership, invoicing, and confidentiality.

The agreement scales from single-project engagements to master services arrangements used across procurement, construction, and professional services.

Core sections to include in the agreement

A complete Professional Trade Partner Agreement isolates obligations, financial terms, risk allocation, and administrative steps so both sides understand performance expectations and remedies.

Scope

Detailed description of services or goods, deliverable milestones, acceptance criteria, and associated exhibits such as drawings or schedules.

Compensation

Pricing, invoicing frequency, payment terms (Net 30, Net 45), retainage, disputed invoices procedure, and late fee mechanics.

Insurance

Required coverages, limits, certificate submission deadlines, endorsement requirements, and additional insured language when appropriate.

Indemnity

Mutual or asymmetric indemnification language for third‑party claims, breach, and negligence, including defense and settlement control.

Compliance

Statutory and regulatory obligations such as safety rules, data protection, export controls, and any industry‑specific mandates.

Termination

Termination for convenience and cause, notice periods, cure rights, transition assistance, and post‑termination settlement procedures.

Step‑by‑step: preparing and finalizing the agreement

Follow these sequential steps to prepare, negotiate, and execute a Professional Trade Partner Agreement reliably.

  • 01
    Prepare: Assemble scope, exhibits, and insurance proofs.
  • 02
    Populate fields: Complete all required fillable entries carefully.
  • 03
    Review: Legal and commercial review; negotiate key terms.
  • 04
    Execute: Sign, notarize if needed, and distribute copies.

Typical digital workflow settings for online completion

Configure your document workflow to reflect signing order, authentication, and conditional fields before sending to partners.

Field Configuration
Signing Order Sequential or parallel signer ordering; choose per negotiation.
Authentication Level Email link, SMS code, or KBA depending on risk profile.
Conditional Fields Show or hide sections based on role, payment method, or jurisdiction.
Template Variables Preload common values like company name and standard terms.

Where to send, file, and route the agreement

Define responsible parties and final destinations for executed copies, compliance records, and billing documents to maintain an auditable trail.

  • Upload: Save master template to contract repository.
  • Assign: Designate drafter, reviewer, and approver roles.
  • Send: Issue signing email or secure link to partners.
  • Archive: Store signed PDF and audit trail in records system.

Digital signing and distribution considerations

Confirm that your platform supports required integrations, file formats, authentication levels, and audit trail export before sending the agreement.

  • Integrations: Salesforce | NetSuite | Microsoft 365 | Google Workspace
  • Formats: PDF, DOCX, and fillable form support
  • Authentication: Email, SMS, KBA, or SSO options

Common deadlines and response times to include

Specify dates and response windows clearly in the agreement so partners understand deliverable timing, invoice cycles, and cure periods.

Effective Date:

Date agreement becomes enforceable; use MM/DD/YYYY format.

Delivery Deadlines:

List milestone dates and acceptable delay notices.

Review Period:

Specify review and remedy period for delivered work.

Payment Due Date:

State net terms (e.g., Net 30) and late fee triggers.

Retention Period:

Specify record retention obligations for both parties.

Key milestones from negotiation to closed agreement

Track milestone stages so stakeholders can monitor progress and escalate if deadlines slip.

01

Drafting

Initial contract prepared with exhibits attached.

02

Negotiation

Commercial and legal teams exchange redlines.

03

Approval

Internal signoffs completed per authority matrix.

04

Execution

Signatures collected and executed copies distributed.

Common mistakes to avoid when preparing the agreement

  • Ambiguous scope statements that omit detailed deliverables often cause disputes and increase change orders and cost overruns.
  • Failing to require certificates of insurance or missing policy effective dates exposes the primary party to uninsured liability.
  • Using inconsistent payee names or missing taxpayer identification numbers can trigger backup withholding or delayed payments.
  • Not attaching referenced exhibits, schedules, or technical specifications creates enforcement gaps and misaligned expectations.

Key risks and potential legal consequences

Tax reporting: IRC §6721 per‑form fines
I‑9 violations: Civil penalties under 8 CFR §274a.2
Breach liability: Damages, injunctive relief possible
Insurance gaps: Direct financial exposure
Delay costs: Liquidated damages or lost revenue
Contract rescission: Courts may void non‑compliant terms

eSignature vendor pricing and feature snapshot for executing agreements

Comparing common pricing and features can help choose an eSignature provider that supports bulk sending, audit trails, and applicable compliance needs without assuming vendor suitability.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7‑day trial Varies by plan Varies by plan Limited trial Limited trial
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

How other organizations use the agreement in practice

Real examples show how firms standardize contracting and speed execution while preserving compliance and auditability.

Martin Properties — Field Execution

Martin Properties standardized subcontract agreements for site work to avoid delays and missing clauses.

  • Field crews sign on mobile at jobsite to confirm scopes and safety documents.
  • As a result they reduced turnaround time for executed contracts, improved invoice accuracy, and maintained a complete electronic audit trail for project closeout and lender review.

Xerox — Integration with ERP

Xerox automated vendor agreements into their ERP to populate payment terms and GL codes.

  • Template variables prefill contract values from NetSuite.
  • This integration reduced manual data entry, improved matching between contracts and invoices, and helped finance teams reconcile vendor payments faster during month‑end close.

FAQs and troubleshooting for common execution issues

Answers to frequent questions about legal validity, signer authority, notarization, and common technical problems when using eSignatures.


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