A vendor agreement is a business contract in which a seller of goods or services agrees to sell specific goods or services to a business, and the business agrees to buy the specific goods or services. A vendor agreement should be in writing and include specific terms such as (1) a description of the products or services (the scope); (2) the price of the products or services; (3) payment terms; (4) the time period during which the products or services will be delivered; (5) the circumstances under which the parties may terminate the agreement; (6) designation of confidential information and the agreement to keep it confidential; (7) disclaimers of warranties; (8) indemnifications; and (9) the place and manner of resolving disputes related to the agreement.

In Illinois, a vendor agreement is a legally binding contract between a seller (vendor) and a business for the provision of goods or services. Illinois law does not prescribe a specific format for these agreements, but it does require that they meet general contract principles to be enforceable. This means the agreement must include an offer, acceptance, consideration, mutual assent, and legality of purpose. The agreement should be in writing to ensure clarity and enforceability, particularly for transactions under the Uniform Commercial Code (UCC) which governs sales of goods. The written agreement should detail the scope of products or services, pricing, payment terms, delivery schedules, termination conditions, confidentiality clauses, warranty disclaimers, indemnification provisions, and dispute resolution mechanisms. Illinois courts will enforce these agreements if they are clear, conscionable, and entered into without fraud or duress. It is advisable for businesses to have an attorney review vendor agreements to ensure they comply with applicable state and federal laws and to safeguard their interests.