Third Party Vendor Contract

Third Party Vendor Contract Template for England and Wales

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Key Requirements PROMPT example:

"I need a Third Party Vendor Contract for engaging a software development company based in Manchester to provide ongoing maintenance and support services for our internal systems, starting from March 2025, with specific emphasis on data protection and service level agreements."

Document background

Third Party Vendor Contracts are essential documents used when organizations need to formalize relationships with external service providers. This contract type, governed by English and Welsh law, is crucial for businesses outsourcing services, ensuring clear accountability, risk allocation, and compliance with regulatory requirements. The document typically includes detailed service specifications, performance metrics, payment structures, and protection mechanisms for both parties. It's particularly important in today's business environment where organizations increasingly rely on external expertise and services while maintaining control over quality and risk.

Suggested Sections

1. Parties: Identification and details of contracting parties including registered addresses and company numbers

2. Background/Recitals: Context and purpose of the agreement, including brief description of the business relationship

3. Definitions: Key terms used throughout the agreement and their specific meanings

4. Services/Scope: Detailed description of services to be provided by the vendor, including deliverables and timelines

5. Payment Terms: Pricing, payment schedule, invoicing requirements, and late payment consequences

6. Term and Termination: Duration of agreement, renewal provisions, and circumstances for termination

7. Confidentiality: Protection of confidential information, including scope and duration of obligations

8. Liability and Indemnification: Risk allocation between parties, including limitations of liability and indemnification obligations

9. Governing Law: Specification of English and Welsh law as governing law and jurisdiction for disputes

Optional Sections

1. Data Protection: GDPR compliance provisions, including data processing terms and safeguards

2. Intellectual Property: IP ownership, licensing terms, and protection of pre-existing IP

3. Insurance: Required insurance coverage types and minimum coverage amounts

4. Force Majeure: Provisions for handling unforeseen circumstances and their impact on obligations

5. Non-Solicitation: Restrictions on hiring or soliciting each party's employees

6. Change Control: Process for requesting and implementing changes to services or terms

Suggested Schedules

1. Schedule 1 - Services Description: Detailed technical and operational specification of services to be provided

2. Schedule 2 - Charges: Detailed pricing structure, rate cards, and payment terms

3. Schedule 3 - Service Levels: Performance metrics, KPIs, and associated remedies for failure

4. Schedule 4 - Data Processing Agreement: Detailed GDPR-compliant data processing terms and requirements

5. Schedule 5 - Change Control Procedure: Detailed process for implementing changes to services or contract terms

6. Schedule 6 - Exit Plan: Procedures and requirements for service termination and transition

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Relevant Teams

Relevant Roles

Industries

Contracts (Rights of Third Parties) Act 1999: Key legislation governing how third parties may enforce terms of a contract to which they are not a direct party

Supply of Goods and Services Act 1982: Fundamental legislation governing contracts for the supply of goods and services, including implied terms about quality and fitness for purpose

Commercial Agents (Council Directive) Regulations 1993: Regulations governing the relationship between commercial agents and their principals in the sale or purchase of goods

Late Payment of Commercial Debts (Interest) Act 1998: Legislation allowing businesses to claim interest on late payments in commercial transactions

UK General Data Protection Regulation (UK GDPR): Primary data protection legislation in the UK post-Brexit, governing how personal data must be handled and processed

Data Protection Act 2018: The UK's implementation of data protection law, working alongside UK GDPR to regulate personal data processing

Privacy and Electronic Communications Regulations (PECR): Specific regulations governing privacy rights in relation to electronic communications

Employment Rights Act 1996: Main legislation governing employment rights, relevant when vendor personnel work on-site

Agency Workers Regulations 2010: Regulations ensuring equal treatment for agency workers compared to direct employees

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights including copyright protection

Trade Marks Act 1994: Legislation governing the registration and protection of trademarks

Competition Act 1998: Key legislation prohibiting anti-competitive behavior and abuse of dominant market position

Enterprise Act 2002: Legislation governing market regulation and enterprise law, including merger control

Financial Services and Markets Act 2000: Primary legislation regulating financial services and markets in the UK

Consumer Rights Act 2015: Main consumer protection legislation, relevant if end users are consumers

International Commercial Terms (Incoterms): Internationally recognized terms for international trade and responsibilities of buyers and sellers

Modern Slavery Act 2015: Legislation requiring businesses to ensure their supply chains are free from slavery and human trafficking

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Authors

Alex Denne

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