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Corporation Corp.
‍ Acme LLC.

Corporation Corp.

Acme LLC.

Corporation Corp.

Free Vendor Contract Template

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents

What is a vendor contract?

If your freelance business focuses on sales, or you're an event organizer, there are times when you'll need a vendor contract. There's a high chance you'll need a vendor agreement regularly.

Having access to a vendor agreement template makes it easy to replicate what works and helps you avoid writing a contract for every opportunity coming your way.

A vendor agreement typically includes two parties, the vendor and the organizer. Usually, the vendor sells goods or services at an event run by the organizer.

Note: Get instant access to your vendor contract template today, sign-up now for Bonsai, and we'll guide you through the process in just a few clicks.

Why you need a vendor agreement

Vendor contracts are necessary to align on the specific details of what both parties have previously agreed on.

This legally binding agreement protects both parties by law should the contract terms be broken. As a freelancer or small business owner, this vendor contract helps identify payment terms, applicable laws and gives a clear overview of the vendor's promised services.

What should be included in a vendor contract template

There are a few specific clauses that your vendor agreement needs to have to be a legally abiding business contract.

The legal agreement should include the delivery date of services, the fixed price of services, and general terms, including pay, the cancellation process, and workflow for a dispute.

If you're looking to build your own vendor agreement, then read on to get a clear overview of clauses we deem as absolutely necessary for these types of legal documents.

Scope of services or product

Your vendor contract should give a clear overview of the scope of services you're expecting from a vendor. What are they selling, how much of the product will they have, and at which event are they selling? Get all of these questions answered upfront.

A few types of products need to be specified here if your vendor is selling them. For example, if the vendor is selling raw materials, tobacco, food products, or alcohol, you'll also want to note this down.

Contract Length And Duration

Vendor contracts need to clearly outline the length of the contract and the duration of sales hours within that time. Are you hiring a vendor for a three-day event? Or, will this vendor have a semi-permanent place at your market? Make sure this is clear.

Client responsibilities

Vendor agreements also need to outline the client's responsibilities. What is the client responsible for to ensure the vendor's success and to create happy customers all around? Clearly state the responsibilities of the client here to put the vendor's mind at ease.

Payment details

Every retail vendor contract template needs a section for the payment terms and conditions.

  • How much will the vendor be paid or need to pay?
  • What's included with that price?
  • Will the cost of services be per hour, per event, or something else?
  • When will the payment take place, and in what quantity?

Street vendors typically earn around $50,000-$53,000 in the US per year—keep this in mind when deciding on payment. Lastly, include any information necessary to submit an invoice.

Termination of contract

Unfortunately, there may come a moment when you need to terminate the vendor agreement.

However, if you're not clear about why this may happen in your vendor contract, then it's highly likely that either party will pursue legal action. Outline what reasons warrant the immediate termination of your vendor contract and the process for doing so.

Other factors

All vendor contracts are different. Despite that they can be built from the same template, each business relationship will be unique.

This clause is to add anything specific to your vendor contract that will change case by case. In doing so, you won't need to change your entire vendor agreement template every time you secure a new vendor.

Sample vendor contract template  

Here you have your vendor agreement template ready to adapt to your needs for each case. All you need to do is fill in the blanks and use our recommended suggestions for clauses from above.

What's the benefit of using Bonsai instead of editing a template yourself?

Vendor contracts, freelance contracts, events contracts, related contracts, no matter what template you need, you'll have access to all of them via Bonsai.

Plus, all of the templates on the platform have been legally vetted and pre-filled with the information you need.

How to create a vendor agreement with Bonsai

Vendor contracts in Bonsai are simple and quick to make—they're already 90% there!

All you need to do is sign up for the platform, select the contract you need, and fill in the blanks. For example, enter your details and your client's details. Then, send the contract on its way and start working with your new vendor.

Vendor contract template FAQs

There are couple of questions we regularly see when it comes to vendor agreements. Let's get those answered for you now.

How can I get out of a vendor contract?

Vendor contracts are legally binding. If you need to cancel or terminate a contract in a way that's not stated on paper, then it's highly likely that you need to seek legal advice from an attorney or law firm.

Street vendors, like every vendor, have a certain amount of legal rights and are protected by their contract terms. If you want to get out of that contract, you'll need written consent from all parties involved or to be represented by a lawyer.

What is the difference between a service agreement and a contract?

Goods or services agreements and contracts are slightly different; however, depending on the wording, both can be legally binding.

Typically, an agreement is more informal. Whereas, a contract is a way of formalizing an agreement and is often what any business requires to start working with a freelancer.

Frequently Asked Questions

Questions about this template.

Is there a contract template in Word?

Microsoft Word has a standard template for contracts. However, if you're looking for a lawyer-curated contract specifically for vendor services, Bonsai has what you need.

What is the difference between a vendor and a contractor?

A contractor is specialized in a certain task and is employed in a certain time frame. A vendor on the other hand can be a person or business selling products or services.

Can I create my own contract?

It is easy to create your own contract. With Bonsai you don't need a law degree to create one. Simply sign up, download & edit.