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 Minnesota, a vendor agreement is a legally binding contract between a seller (vendor) and a business for the provision of goods or services. Minnesota law does not prescribe a specific format for vendor agreements, but it does require that contracts be made with mutual consent and for lawful purposes to be enforceable. The agreement should be in writing to ensure clarity and enforceability, particularly for transactions involving substantial amounts of money or complex terms. The written agreement should include essential terms such as a clear description of the products or services, pricing, payment terms, delivery schedules, termination conditions, confidentiality clauses, warranty disclaimers, indemnification provisions, and dispute resolution mechanisms. These details help protect both parties and provide a clear framework for the business relationship. Additionally, Minnesota's Uniform Commercial Code (UCC) may apply to the sale of goods, providing default rules for transactions unless the contract specifies otherwise. For services, common law contract principles apply. It is advisable for parties to consult with an attorney to ensure that their vendor agreement complies with applicable state and federal laws and to address any industry-specific regulations.