Master Vendor Agreement

Master Vendor Agreement Template for India

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Key Requirements PROMPT example:

"I need a Master Vendor Agreement for my IT services company based in Bangalore, focusing on software development vendors who will have access to our intellectual property and customer data, with the agreement planned to start from March 2025."

Document background

The Master Vendor Agreement serves as the primary contractual framework for businesses operating in India to establish and manage their vendor relationships. This agreement is particularly crucial when a company anticipates regular or multiple transactions with a vendor over time, eliminating the need to negotiate terms for each individual transaction. The document, governed by Indian law and compliant with the Indian Contract Act, 1872, typically includes comprehensive terms covering ordering mechanisms, delivery requirements, payment terms, quality standards, and risk allocation. It is designed to accommodate various business needs through schedules and purchase orders while maintaining consistency in the core commercial and legal relationship. The Master Vendor Agreement is especially valuable for organizations seeking to standardize their vendor management processes while ensuring compliance with Indian regulatory requirements, including GST regulations, foreign exchange laws (if applicable), and industry-specific regulations.

Suggested Sections

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

2. Background: Context of the agreement, relationship between parties, and purpose of entering into the MVA

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Scope of Services: General framework of services/goods to be provided by the vendor

5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination

6. Ordering Process: Procedure for placing and accepting purchase orders under the MVA

7. Pricing and Payment Terms: General pricing principles, payment terms, invoicing requirements, and tax provisions

8. Delivery and Acceptance: Terms for delivery of goods/services and acceptance criteria

9. Warranties and Representations: Standard warranties regarding services, goods, and general business conduct

10. Indemnification: Mutual indemnification obligations and procedures

11. Limitation of Liability: Limitations and exclusions of liability for both parties

12. Confidentiality: Protection and handling of confidential information

13. Insurance: Required insurance coverage to be maintained by the vendor

14. Force Majeure: Provisions for handling events beyond parties' reasonable control

15. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

16. General Provisions: Standard boilerplate clauses including notices, assignment, entire agreement, etc.

Optional Sections

1. Intellectual Property Rights: Required when vendor services involve creation or licensing of intellectual property

2. Data Protection and Privacy: Necessary when personal data or sensitive information is processed

3. Quality Control: Important for manufacturing or product supply agreements

4. Service Levels: Required for service-based agreements with specific performance metrics

5. Business Continuity: Important for critical services or long-term strategic vendors

6. Anti-Corruption Compliance: Required for international transactions or high-value contracts

7. Environmental Compliance: Necessary for agreements involving manufacturing or hazardous materials

8. Subcontracting: Include when vendor may need to subcontract certain services

9. Import/Export Compliance: Required for international trade of goods or services

10. Change Control: Important for long-term or complex service arrangements

Suggested Schedules

1. Schedule 1 - Scope of Services: Detailed description of specific services or goods to be provided

2. Schedule 2 - Pricing Schedule: Detailed pricing, rate cards, and any volume discounts

3. Schedule 3 - Service Levels and KPIs: Specific performance metrics, measurement methods, and penalties

4. Schedule 4 - Technical Specifications: Detailed technical requirements for goods or services

5. Schedule 5 - Form of Purchase Order: Template purchase order format to be used

6. Schedule 6 - Key Personnel: List of key vendor personnel assigned to the agreement

7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable

8. Schedule 8 - Security Requirements: Specific security protocols and requirements

9. Schedule 9 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures

10. Schedule 10 - Exit Plan: Transition and handover procedures upon agreement termination

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

Manufacturing

Information Technology

Retail

Telecommunications

Pharmaceuticals

Automotive

Construction

Financial Services

Healthcare

Energy and Utilities

Logistics and Supply Chain

Professional Services

Consumer Goods

Electronics

Relevant Teams

Legal

Procurement

Finance

Supply Chain

Operations

Risk & Compliance

Commercial

Vendor Management

Internal Audit

Business Operations

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Supply Chain Director

Chief Financial Officer

Vendor Management Specialist

Operations Director

Commercial Manager

Risk Manager

Compliance Officer

Category Manager

Senior Buyer

Finance Director

General Counsel

Business Unit Head

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