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 Indiana, as in other states, a vendor agreement is a legally binding contract between a seller (vendor) and a business that outlines the terms and conditions for the sale of goods or services. Indiana law requires that such agreements, especially when they involve the sale of goods over a certain value, should be in writing to be enforceable under the Statute of Frauds (Indiana Code 26-1-2-201). The written agreement should clearly detail the scope of products or services, pricing, payment terms, delivery schedules, termination conditions, confidentiality clauses, warranty disclaimers, indemnification provisions, and dispute resolution mechanisms. Indiana follows the Uniform Commercial Code (UCC) for transactions involving goods, which may influence terms related to warranties and remedies for breach of contract. For services, common law contract principles apply. It is important for both parties to understand their rights and obligations under the agreement and to ensure that the contract complies with applicable state and federal laws. An attorney can provide valuable assistance in drafting, reviewing, and negotiating the terms of a vendor agreement to protect the interests of the parties involved.