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Preferred Supplier Agreement for the United States

Preferred Supplier Agreement Template for United States

A Preferred Supplier Agreement is a comprehensive contract under U.S. law that establishes a preferred business relationship between a buyer and a supplier, typically offering favorable terms, pricing, and priority service. The agreement defines the terms and conditions for the supply of goods or services, including pricing structures, delivery terms, quality standards, and performance metrics. It often includes provisions for volume commitments, exclusivity arrangements, and preferential treatment in exchange for guaranteed business volume.

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What is a Preferred Supplier Agreement?

A Preferred Supplier Agreement is utilized when organizations seek to establish long-term, strategic relationships with key suppliers. This contract type is particularly valuable for companies looking to secure reliable supply chains, preferential pricing, and priority service. Under U.S. jurisdiction, these agreements typically include detailed terms covering supply obligations, pricing structures, quality requirements, and performance metrics. The agreement helps streamline procurement processes, reduce costs, and ensure consistent quality standards while providing suppliers with predictable business volume and preferred status.

What sections should be included in a Preferred Supplier Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Supply Obligations: Core obligations of the supplier including quality, quantity, and delivery terms

5. Pricing and Payment Terms: Price structure, payment schedule, and related conditions

6. Term and Termination: Duration of agreement and termination conditions

7. Quality Requirements: Quality standards, specifications, and compliance requirements

8. Warranties and Representations: Statements of fact and promises made by both parties

9. Liability and Indemnification: Allocation of risks and responsibilities between parties

10. Confidentiality: Protection of confidential information exchanged during the relationship

11. Force Majeure: Provisions for unforeseen circumstances affecting performance

12. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms

What sections are optional to include in a Preferred Supplier Agreement?

1. Exclusivity Provisions: Terms regarding exclusive supply arrangements, used when parties agree to exclusive supply relationships

2. International Trade Terms: INCOTERMS and international shipping requirements, used when dealing with international suppliers

3. Technology Integration: Terms regarding systems integration and data exchange, used when supply involves technical integration

4. Intellectual Property Rights: Protection and licensing of IP rights, used when IP transfer or licensing is involved

5. Data Protection and Privacy: Compliance with data protection laws, used when personal or sensitive data is processed

6. Environmental Compliance: Environmental standards and requirements, used when environmental concerns are relevant

What schedules should be included in a Preferred Supplier Agreement?

1. Schedule 1 - Product Specifications: Detailed technical specifications of products/services

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including volume discounts

3. Schedule 3 - Service Levels: Performance metrics and service level agreements

4. Schedule 4 - Quality Control Procedures: Detailed quality control and testing procedures

5. Schedule 5 - Key Performance Indicators: Metrics for measuring supplier performance

6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable

7. Schedule 7 - Compliance Requirements: Specific regulatory and compliance requirements

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

Jurisdiction

United States

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Clauses








































Industries

Uniform Commercial Code (UCC): Key federal commercial law governing sales transactions, particularly Article 2 which regulates the sale of goods between merchants

Antitrust Laws: Sherman Antitrust Act and Clayton Act which prevent anti-competitive practices and monopolistic behavior in supplier relationships

Federal Trade Commission Act: Regulates unfair or deceptive trade practices in commerce and ensures fair competition

Robinson-Patman Act: Prohibits price discrimination between different purchasers of comparable goods

State Contract Laws: State-specific contract formation, enforcement, and interpretation requirements, including Statute of Frauds provisions

Industry-Specific Regulations: Sector-specific requirements such as FDA regulations, Consumer Product Safety standards, and quality control requirements

Data Privacy Laws: Federal and state-specific regulations governing data protection, privacy, and cybersecurity requirements

International Trade Laws: INCOTERMS, import/export regulations, and Foreign Corrupt Practices Act (FCPA) compliance for international trade aspects

Labor and Employment Laws: Fair Labor Standards Act and state-specific labor requirements affecting supplier operations and worker classification

Environmental Regulations: EPA requirements, state environmental regulations, and sustainability standards affecting supplier operations

Intellectual Property Laws: Patent, trademark, and trade secret protection laws governing intellectual property rights in supplier relationships

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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