A vendor agreement governs an ongoing supplier relationship — and while price and delivery terms get most of the attention during negotiation, the provisions that actually matter most often surface only when something goes wrong.
Performance standards and remedies
Specifying quality standards, delivery timelines, and what happens if the vendor fails to meet them — credits, replacement, termination rights — gives you real recourse instead of a vague expectation that things will go smoothly.
Liability and indemnification
If a vendor's product or service causes harm or a third-party claim, indemnification language determines who bears that cost. A one-sided agreement that leaves you exposed for the vendor's failures is a common, and often negotiable, red flag.
Termination and transition provisions
A well-drafted agreement addresses how either side can exit — notice periods, transition assistance if you're switching vendors, and what happens to any of your data or materials the vendor is holding.
Pricing terms beyond the headline number
Price escalation clauses, minimum order commitments, and payment terms all affect the real cost of a vendor relationship over time — reviewing these details before signing avoids surprises well after the initial negotiation is forgotten.