Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Master Your Supply Chain: Essential Supply Agreement Template and Guide
LLaurens-NysUpdated 17 Oct 2025
This Supply Agreement outlines the terms and conditions under which a Supplier will provide goods to a Customer. It covers key aspects such as description of goods, quantity, delivery, pricing, payment, warranties, indemnification, and confidentiality. The agreement also includes provisions for termination and dispute resolution.
SUPPLY AGREEMENT
This Supply Agreement (the "Agreement") is entered into on this [date], ("Effective Date"),
BETWEEN: | [supplier name], with an address of [supplier address] (hereinafter referred to as the “Supplier”) |
AND: | [customer name], with its primary place of business located at [customer address] (hereinafter referred to as the “Customer”), collectively referred to as the "Parties." |
DESCRIPTION OF GOODS
Supplier agrees to supply to Customer, and Customer agrees to purchase from Supplier, the following goods and/or products:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
(collectively referred to as the "Goods").
QUANTITY
The quantity of Goods to be supplied by Supplier, as well as any minimum or maximum order requirements, shall be as specified in individual purchase orders issued by Customer and accepted by Supplier.
DELIVERY SCHEDULE
Supplier shall deliver the Goods to Customer according to the delivery schedule specified in each purchase order. Any delays in delivery must be communicated promptly by Supplier to Customer.
INSPECTION
Customer has the right to inspect the Goods upon receipt and may reject any Goods that do not meet the agreed-upon specifications or quality standards.
PRICE
The price for the Goods shall be as specified in each purchase order or as otherwise agreed upon in writing between the Parties. Unless otherwise stated in the purchase order, the price shall be exclusive of all applicable taxes, duties, and other charges.
INVOICING AND PAYMENT
Supplier shall submit invoices to Customer for the Goods delivered. Payment terms, including due dates and acceptable payment methods, shall be as agreed upon in writing between the Parties.
TAXES
Any applicable taxes, duties, or other charges related to the purchase of the Goods shall be the responsibility of Customer unless otherwise specified in writing.
TERM
This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either Party with [notice period] written notice.
TERMINATION FOR CAUSE
Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 14 days.
SUPPLIER WARRANTIES
Supplier represents and warrants that:
The Goods will be of merchantable quality, free from defects, and conform to the specifications agreed upon by the Parties.
The Goods will be free and clear of any liens or encumbrances.
Supplier has the necessary rights and authorizations to supply the Goods to Customer.
INDEMNIFICATION
Supplier shall indemnify and hold Customer harmless from and against any claims, losses, damages, or liabilities arising out of or related to the Goods supplied by Supplier, including but not limited to claims of product defects or intellectual property infringement.
CONFIDENTIALITY
The Parties agree to keep all information exchanged during the course of this Agreement confidential ("Confidential Information"). Confidential Information shall include, but is not limited to:
Technical Information: Any technical data, specifications, designs, drawings, formulas, or processes related to the Goods.
Financial Information: Any financial data, pricing information, cost structures, and profit margins.
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HTML document. Document created on Tue Jul 15th, 2025. Last updated on Fri Oct 17th, 2025.
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