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Supplier Services Agreement

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SUPPLIER SERVICES AGREEMENT

This Supplier Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Supplier Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Supplier is engaged in the business of providing services and possesses the necessary expertise, personnel and resources to perform the services described below; and

WHEREAS, Client desires to retain Supplier to perform certain services, and Supplier is willing to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will provide Services to Client as more particularly described herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Services" means the services to be provided by Supplier as described in Section 2 and in the Service Specification attached or as otherwise agreed in writing by the parties.

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally or in writing and identified as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

Supplier shall perform the Services described below in a professional and workmanlike manner consistent with industry standards. The initial description of Services is:

Supplier shall provide all personnel, equipment and materials necessary to perform the Services, unless otherwise agreed in writing. Supplier shall comply with all applicable laws, regulations and Client policies reasonably communicated in advance.

3. TERM

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 14.

4. COMPENSATION

Client shall pay Supplier the fees set forth below for Services performed. Fees and billing terms are:

5. INVOICES; PAYMENT

Supplier shall submit invoices in accordance with the billing schedule. Unless otherwise agreed, Client shall pay undisputed amounts within days of receipt of a correct invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

6. EXPENSES

Supplier shall be responsible for all of its own expenses except as expressly approved in writing by Client. Reimbursable expenses must be pre-approved and supported by receipts.

7. TAXES

Each party shall be responsible for its own taxes arising from the performance of this Agreement. If applicable law requires withholding taxes, Client may withhold and remit such taxes and provide Supplier documentation of withholding.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Supplier retains ownership of Supplier Pre-Existing IP. Subject to full payment, Supplier hereby assigns to Client all right, title and interest in and to Deliverables created solely for Client under this Agreement. Supplier grants Client a perpetual, royalty-free, worldwide license to use any Supplier Pre-Existing IP embedded in the Deliverables solely to the extent necessary for Client's use of the Deliverables.

9. CONFIDENTIALITY

Each party shall hold the other party's Confidential Information in strict confidence, use it only for purposes of performing obligations under this Agreement, and not disclose it to third parties except as required by law. Confidentiality obligations shall survive termination for a period of years.

10. REPRESENTATIONS & WARRANTIES

Supplier represents and warrants that (a) it has the full right and authority to enter into this Agreement; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) the Deliverables will not infringe third-party intellectual property rights. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

11. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Supplier's breach of its representations, warranties, or willful misconduct. Client shall indemnify Supplier to the extent claims arise from Client's gross negligence or willful misconduct.

12. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SUPPLIER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED THAT IF APPLICABLE, THE PARTIES AGREE THE LIABILITY CAP SHALL BE:

13. INSURANCE

Supplier shall maintain insurance coverage customary for the services provided, including commercial general liability and professional liability insurance with minimum limits of per occurrence and shall provide certificates upon Client's request.

14. SUBCONTRACTING

Supplier may engage subcontractors to perform portions of the Services provided that Supplier remains responsible for the performance of such subcontractors and obtains Client's prior written consent for any subcontractor that will have access to Client Confidential Information.

15. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon days' prior written notice.

16. EFFECTS OF TERMINATION

Upon termination, Supplier shall cease performance and deliver to Client all Deliverables and work in progress. Client shall pay Supplier for Services performed and reasonable non-cancellable commitments incurred through the effective date of termination.

17. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notices are effective upon receipt.

18. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver.

19. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of without regard to conflict of laws principles. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

20. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

Supplier:

By:

Date:

Client:

By:

Date:

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What a Supplier Services Agreement Covers

A Supplier Services Agreement is a written contract that defines the relationship between a buyer and a supplier for services delivery. It sets scope of work, deliverables, pricing, payment terms, duration, performance metrics, intellectual property ownership, confidentiality, indemnity, and termination rights. This agreement clarifies each party's obligations, allocates commercial and legal risk, and provides remedies for breach. Well-drafted Supplier Services Agreements reduce disputes and make performance and invoicing predictable across multi-vendor engagements and recurring service relationships.

Why a Clear Supplier Services Agreement Matters

A precise agreement aligns expectations, protects confidential information, and defines remedies — reducing litigation risk and operational friction while supporting predictable procurement and payment cycles.

Why a Clear Supplier Services Agreement Matters

Who typically completes a Supplier Services Agreement

Smaller suppliers often use a standard template; larger suppliers and buyers use negotiated versions reviewed by legal counsel and finance before execution.

  • Procurement teams and contract managers responsible for vendor onboarding and compliance review across the organization.
  • Business unit leaders or project managers who define scope, acceptance criteria, and performance milestones.
  • Legal or commercial counsel who negotiate liability, IP, confidentiality, and termination language.

Typical signer roles

Buyer - Procurement Director

Usually authorized to execute supplier agreements below a defined dollar threshold. Reviews scope, SLAs, and payment terms; escalates non-standard indemnity or IP clauses to legal counsel for approval.

Supplier - Authorized Officer

An officer or contract manager with corporate authority to bind the supplier. Confirms capability to deliver services, accepts pricing and invoicing schedule, and certifies compliance with any relevant regulatory obligations.

Core elements to include in the agreement

A professional Supplier Services Agreement should be complete and unambiguous. Include clauses that allocate risk, define success criteria, and set administrative processes for change, disputes, and termination.

Scope of Work

Describe services, deliverables, milestones, and acceptance criteria in objective terms so performance can be measured and invoicing justified.

Term & Renewal

Specify start and end dates, renewal mechanics, notice periods, and any auto-renewal conditions to avoid unintended extensions.

Payment Terms

State pricing, invoicing schedule, payment due date, late fees, and any retainers or milestone-based payments.

Confidentiality

Define confidential information, permitted disclosures, obligations after termination, and duration of confidentiality obligations.

Liability & Indemnity

Cap liability where possible, define indemnity triggers, and allocate responsibility for third-party claims and data breaches.

Termination & Remedies

Detail termination for convenience and cause, cure periods, exit assistance, and the financial consequences of early termination.

Required data fields and administrative details

Supplier Legal Name: Full registered entity name
Buyer Legal Name: Full registered entity name
Scope Identifier: Reference number or exhibit
Effective Date: MM/DD/YYYY
Payment Terms: Net days and currency
Contact Details: Street, city, state, ZIP

Step-by-step: completing the Supplier Services Agreement

Follow these sequential steps to reduce back-and-forth and get an enforceable agreement signed quickly.

  • 01
    Draft: Insert scope, term, and pricing in a single document.
  • 02
    Review: Legal and finance validate indemnity, tax, and payment language.
  • 03
    Negotiate: Track redlines and agree on final commercial terms.
  • 04
    Execute: Sign by authorized parties and distribute copies to stakeholders.

How to configure an online signing workflow

Set up fields, signer order, and authentication to match your internal approvals and compliance requirements.

Field Configuration
Signature Fields Place for each signer; require printed name and date
Signer Order Specify sequential or parallel signing
Authentication Email, SMS code, or advanced verification
Notifications Enable reminders and completion emails

Where to send and how signatures are captured

Decide routing and document custody before sending so executed copies are archived and stakeholders are notified automatically.

  • Primary Recipient: Send to the authorized signer at the supplier or buyer
  • CC Recipients: Include finance, legal, and project contacts
  • Audit Trail: Capture IP, timestamp, and signer actions
  • Final Distribution: Send signed PDF to all parties and internal repositories

Technical considerations for eSigning and eDelivery

Ensure the chosen platform can export signed records, preserve an immutable audit log, and integrate with procurement systems for automated invoice matching and record retention.

  • Authentication Options: Support for email link, SMS codes, KBA, and SSO for higher-assurance signings
  • File Formats: Accepts PDF and DOCX; produces a signed, tamper-evident PDF with audit trail
  • Integrations: Connects to CRM, ERP, and document repositories for automated routing and storage

Common timelines and deadlines to include

Define and document dates for delivery, acceptance, invoicing, and termination to avoid disputes and late payment claims.

Effective Date:

When obligations begin; controls performance and warranty start

Milestone Dates:

Delivery or performance deadlines tied to payments

Invoice Submission:

When supplier must submit invoices for payment

Payment Due:

Net days from invoice receipt or acceptance

Termination Notice:

Number of days required to end for convenience or breach

Common mistakes when preparing this agreement

  • Vague scope language leading to scope creep and disputed invoices; ensure deliverables and acceptance criteria are measurable and documented.
  • Undefined payment triggers where invoices are paid on unspecified milestones, causing disputes over completion and late fees.
  • Missing authority where signers lack corporate signatory power, risking invalid execution and enforceability problems.
  • Failure to address intellectual property and data handling, leaving parties exposed to ownership disputes and regulatory noncompliance.

Key risks and potential penalties

Payment Disputes: Late fees and interest
Breach Liability: Damages and indemnity costs
Regulatory Fines: Data protection or privacy fines
Termination Costs: Early termination liabilities
Reputational Harm: Supplier performance failures
Contract Invalidity: Improper execution or authority

eSignature vendor comparison for executing Supplier Services Agreements

Comparison of common eSignature vendors by starting price and core enterprise features relevant to contract execution and compliance.

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 Yes, 7-day trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-world examples of Supplier Services Agreement use

These customer examples illustrate common outcomes when agreements are standardized and executed digitally.

Optica Ventures LLC — COO Brian Fitzgibbons

The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

  • Reduced turnaround time on supplier onboarding by centralizing signatures.
  • The standardized agreement and digital execution reduced disputes and sped up vendor activation across multiple portfolios.

Xerox — Director of NetSuite Operations Kodi-Marie Evans

airSlate SignNow provides us with the flexibility needed to get the right signatures on the right documents, in the right formats, based on our integration with NetSuite.

  • Integration enabled automated recordkeeping and invoice matching.
  • This reduced manual entry, improved auditability, and shortened procurement cycles for repeat service agreements.

Practical tips to finalize agreements faster and reduce risk

Adopt these practices to improve clarity, speed up approvals, and simplify administration.

Use a master template
Maintain a vetted master Supplier Services Agreement and only negotiate commercial exhibits to reduce legal review time.
Define acceptance criteria
Attach measurable deliverables and test procedures as exhibits to avoid subjective disputes at invoice time.
Standardize invoicing
Require PO numbers and consistent invoice fields so finance can process payments without manual reconciliation.
Record retention
Store executed copies and audit trails in a secure repository with access controls for the required retention period.

Frequently asked questions about Supplier Services Agreements

Answers to common issues encountered when preparing, signing, or storing supplier agreements.


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