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 Vermont, 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. Vermont law requires that contracts be entered into voluntarily and that both parties have the capacity to contract. The agreement should be in writing to ensure clarity and enforceability, especially for transactions involving substantial amounts of money or complex terms. The written agreement should include, at a minimum, a clear description of the products or services being provided, the price, payment terms, delivery timelines, termination conditions, confidentiality clauses, warranty disclaimers, indemnification provisions, and the agreed-upon method for dispute resolution. Vermont adheres to the Uniform Commercial Code (UCC) for the sale of goods, which may also govern aspects of the vendor agreement. It is important for businesses to ensure that their vendor agreements comply with applicable state statutes, federal laws, and the UCC to avoid legal disputes and to protect their interests.