[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-first-supply-agreement-D1243":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"FIRST SUPPLY AGREEMENT This First Supply Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Supplier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Client\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Client has been providing for its [SPECIFY PRODUCT] requirements through its [SPECIFY] division and through supply agreements entered into with suppliers not affiliated with the Client; WHEREAS the Supplier has acquired on this day the Client's [SPECIFY] division and, in connection therewith, the parties have agreed to enter into this Agreement; WHEREAS the Client has agreed to grant the Supplier the right to continue to supply at competitive prices such part of the Client's [SPECIFY PRODUCT] requirements as has been provided for by said [SPECIFY] division until this day; THEREFORE, in consideration of the foregoing and mutual covenants herein contained, the parties agree as follows: SECTION 1 Subject to the terms and conditions contained in this Agreement, the Client hereby grants to the Supplier the right to continue to supply such part of the Client's [SPECIFY PRODUCT] requirements as has been provided for by the [SPECIFY] division of the Client until the date hereof, the whole in the amounts provided in Section 2 and for a period starting on the date hereof and ending on [DATE]. SECTION 2 During the term of this Agreement and subject to the terms hereof, the Client shall purchase [SPECIFY PRODUCT] from the Supplier as follows: Year 1 (period ending [DATE]) - [PERCENTAGE %] percent of the total [SPECIFY PRODUCT] requirements of the Client (in volume) that would have otherwise been provided for by the [SPECIFY PRODUCT] division for such period; Year 2 (i.e. [NUMBER]-month period ending [DATE]) - No less than [PERCENTAGE %] percent of the total [SPECIFY PRODUCT] requirements of the Client (in volume) that would have otherwise been provided for by the [SPECIFY PRODUCT] division for such period; Year 3 (i.e. [NUMBER]-month period ending [DATE]) - No less than [PERCENTAGE %] percent of the total [SPECIFY PRODUCT] requirements of the Client (in volume) that would have otherwise been provided for by the [SPECIFY PRODUCT] division for such period. Year 4 (i.e. [NUMBER]-month period ending [DATE]) - No less than [PERCENTAGE %] percent of the [SPECIFY PRODUCT] requirements of the Client (in volume) that would have otherwise been provided for by the [SPECIFY PRODUCT] division for such period. It is understood between the parties that this Agreement shall not preclude Client from buying or from continuing to buy from and after the date hereof any other [SPECIFY PRODUCT] requirements from any third-party supplier that is not supplied by the [SPECIFY PRODUCT] division at the date hereof or that would not otherwise be supplied by it to the Client after the date hereof, and that to determine the purchase obligations of the Client towards the Supplier pursuant to this Agreement, there shall not be taken into account any such [SPECIFY PRODUCT] requirements of the Client supplied by any such third party. Client represents and warrants that for the calendar year [YEAR], its total [SPECIFY PRODUCT] purchases from the [SPECIFY PRODUCT] division were as set out in Schedule 1. SECTION 3 Prior to [DATE] of each year during the term of this Agreement, the Client shall inform the Supplier of the estimated total annual [SPECIFY PRODUCT] requirements that would have otherwise been provided for by the [SPECIFY PRODUCT] division for the following year and shall thereafter update such estimates quarterly. In addition, the Client shall promptly and regularly inform the Supplier of any changes thereto. For the period beginning [DATE] and ending [DATE], the Client has furnished said estimated [SPECIFY PRODUCT] requirements, which is attached hereto as Schedule 2. Such requirements are being furnished to Supplier for greater clarity only and to facilitate the production schedule for the [YEAR] calendar year and do not constitute a representation as to actual [SPECIFY PRODUCT] requirements. SECTION 4 Beginning in the calendar year [YEAR], the Client shall furnish Supplier yearly, no later than [NUMBER] days following the end of the preceding calendar year, with a certificate specifying its total annual [SPECIFY PRODUCT] requirements that would otherwise have been provided for by the [SPECIFY PRODUCT] division for such period and actual purchases from Supplier for such preceding year. Such certificate shall specify the requirements for each category of [SPECIFY PRODUCT] as well as actual purchases for each such category. Subject to Section 4.3, in the event the Client fails to meet its overall purchase obligations specified in Section 2 for any year, the Client shall pay to the Supplier an amount equal to the gross profit margin that would otherwise have been made by the Supplier if the Client had not defaulted with respect to such minimum purchase obligations. Such amount shall be equal to the result of the application of the following formula: (A - B) x C where A = for such one-year period, the minimum purchase obligations (in volume) of the Client calculated pursuant to Section 2 on the basis of the actual total [SPECIFY PRODUCT] requirements determined pursuant to paragraph 4.1 or paragraph 5.1, as the case may be; B = for such one-year period, the actual bag purchases of the Client (in volume) as described in the Client's certificate referred to in paragraph 4.1 or in Client's external auditors' certificate referred to in Section 5.1; C = for such one-year period, the yearly average Gross Profit Margin (as this term is defined in Schedule 3(a) hereto) per [SPECIFY PRODUCT] for which the Client has not met its purchase obligations based on the applicable percentage stipulated in Section 2. For the purpose of the application of this paragraph 4.2, Supplier shall furnish Client, if requested by Client, within [NUMBER] days of receipt of Client's certificate referred to in paragraph 4.1, a certificate specifying its actual Gross Profit Margins for the year covered by Client's certificate for each product for which the Client has not met its purchase obligations based on the applicable percentage stipulated in Section 2. Any amount due pursuant to this paragraph 4.2 shall be payable by the Client within [NUMBER] days of receipt by Supplier of Client's certificate referred to in paragraph 4.1 or within [NUMBER] business days of receipt by Supplier of Client's external auditors' certificate referred to in paragraph 5.1. It is understood by the parties that the amount to be paid by the Client in conformity with this Section 4.2 shall be the sum of the results obtained by the application of the formula described hereabove with respect to each type of bags for which the Client has not met the purchase obligations for any such period based on the applicable percentage stipulated in Section 2. In the event that, for any given year for which any amount is payable by Client pursuant to Section 4.2, Client purchases [SPECIFY PRODUCT] of any category from Supplier over and above the purchase obligations of Client based on the applicable percentage stipulated in Section 2, then the amount payable pursuant to Section 4.2 shall be reduced by an amount equal to the result of the application of the following formula: (A - B) x C where A = for such one-year period, the actual [SPECIFY PRODUCT] purchases of the Client (in volume) as described in the Client's certificate referred to in paragraph 4.1 or in Client's external auditors' certificate referred to in Section 5.1;",null,"First Supply Agreement","17",107,"doc","https://templates.business-in-a-box.com/imgs/1000px/first-supply-agreement-D1243.png","https://templates.business-in-a-box.com/imgs/250px/1243.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1243.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & Marketing","/templates/sales-marketing/",{"label":20,"url":21},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","first supply agreement","First Supply Agreement Template","https://templates.business-in-a-box.com/imgs/400px/1243.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Manufacturing & Supply","/templates/manufacturing-and-supply/",[38,42,46,50,54,58,62,66,70,74,78,82,86,103,118,132,145,157],{"label":39,"url":40,"thumb":41,"extension":10},"Supply Agreement","/template/supply-agreement-D918","https://templates.business-in-a-box.com/imgs/250px/918.png",{"label":43,"url":44,"thumb":45,"extension":10},"Exclusive Supply Agreement","/template/exclusive-supply-agreement-D13420","https://templates.business-in-a-box.com/imgs/250px/13420.png",{"label":47,"url":48,"thumb":49,"extension":10},"Fuel Supply Agreement","/template/fuel-supply-agreement-D13980","https://templates.business-in-a-box.com/imgs/250px/13980.png",{"label":51,"url":52,"thumb":53,"extension":10},"Manufacturing and Supply Agreement","/template/manufacturing-and-supply-agreement-D12833","https://templates.business-in-a-box.com/imgs/250px/12833.png",{"label":55,"url":56,"thumb":57,"extension":10},"Product Supply Agreement","/template/product-supply-agreement-D1250","https://templates.business-in-a-box.com/imgs/250px/1250.png",{"label":59,"url":60,"thumb":61,"extension":10},"Strategic Alliance and Supply Agreement","/template/strategic-alliance-and-supply-agreement-D5205","https://templates.business-in-a-box.com/imgs/250px/5205.png",{"label":63,"url":64,"thumb":65,"extension":10},"Right of First Refusal Agreement","/template/right-of-first-refusal-agreement-D5157","https://templates.business-in-a-box.com/imgs/250px/5157.png",{"label":67,"url":68,"thumb":69,"extension":10},"Right of First Opportunity Agreement Commercialization","/template/right-of-first-opportunity-agreement-commercialization-D906","https://templates.business-in-a-box.com/imgs/250px/906.png",{"label":71,"url":72,"thumb":73,"extension":10},"Supply Chain Plan","/template/supply-chain-plan-D13187","https://templates.business-in-a-box.com/imgs/250px/13187.png",{"label":75,"url":76,"thumb":77,"extension":10},"Checklist Debts To Pay First","/template/checklist-debts-to-pay-first-D12994","https://templates.business-in-a-box.com/imgs/250px/12994.png",{"label":79,"url":80,"thumb":81,"extension":10},"Minutes of Meeting of Directors First","/template/minutes-of-meeting-of-directors-first-D15","https://templates.business-in-a-box.com/imgs/250px/15.png",{"label":83,"url":84,"thumb":85,"extension":10},"Waiver of Right of First Refusal","/template/waiver-of-right-of-first-refusal-D5158","https://templates.business-in-a-box.com/imgs/250px/5158.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":101,"url":102},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[96,98],{"label":17,"url":97},"sales-marketing",{"label":99,"url":100},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":117},"MANUFACTURING AGREEMENT This Manufacturing (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Publisher\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [MANUFACTURER NAME] (the \"Manufacturer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Recitals: Publisher has expended considerable time, effort, and resources in the development and/or publishing of certain unique, copyrighted and proprietary interactive multimedia products and software, and the documentation and packaging materials related thereto (the \"Publisher Products\" as defined below); Manufacturer desires to act as a Manufacturer of the Publisher Products bundled together with the products of Manufacturer or of third parties, and represents to Publisher that Manufacturer has sufficient expertise, resources, and personnel to perform its obligations under this Agreement. Manufacturer further desires to manufacture the Publisher Products for purposes of such distribution; and Publisher desires to have Manufacturer act as a Manufacturer of the Publisher Products on the terms and conditions set forth herein. Therefore, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: DEFINITIONS \"Publisher Products\" shall mean the products identified in Exhibit A attached hereto, together with any accompanying documentation, packaging, or other materials identified on Exhibit A (if any). Publisher, in its sole discretion, reserves the right to add Publisher Products to or delete Publisher Products from Exhibit A on [NUMBER] days notice. \"Bundles\" shall mean the combination of the Publisher Products with hardware and/or software distributed as a unit by Manufacturer, as described in Exhibit C. \"Proprietary Rights\" shall mean all rights of Publisher and its licensors in the Publisher Products including, without limitation, copyright, patent, design patent, trademark, trade dress, trade secret, and publicity rights, arising under applicable law and international conventions. \"Territory\" shall be defined as the world. GRANT OF LICENSES Distribution License Publisher grants to Manufacturer a non-transferrable and non-exclusive license during the term of this Agreement to include the Publisher Products in Bundles and to distribute Bundles directly or through distributors and retailers to end-users located in the Territory. In addition to the other terms and conditions of this Agreement, these licenses to distribute are expressly subject to the following conditions: Manufacturer distribution to end-users, whether directly or through distributors and retailers, shall be made only pursuant to the end-user license included with the Publisher Products, and each license of a Publisher Product by Manufacturer to an end-user will be allowed only in jurisdictions where an enforceable copyright covering the Publisher Products exists; and Manufacturer distribution to any entity other than end-users, including without limitation distribution to retailers or other distributors or sub-distributors, shall be made pursuant to written agreement(s) with Manufacturer which (i) comply with all of the terms of this Agreement, (ii) are no less protective of Publisher's rights than the terms of this Agreement, and (iii) expressly make Publisher a third-party beneficiary. Manufacturer shall be entitled to distribute only those Publisher Products manufactured by Manufacturer. Manufacturing License Subject to the terms of this Agreement, Publisher grants to Manufacturer and Manufacturer accepts, for the term of this Agreement, the nonexclusive right to manufacture the Publisher Products only in the [COUNTRY] and only for distribution as otherwise provided in this Agreement, subject to the following limitations: Manufacturer may manufacture the Publisher Products, provided that such manufacturing is at Manufacturer 's own cost and in accordance with this Agreement and otherwise prudent in protecting Publisher's and its Licensors' Proprietary Rights. Any and all copies of the Publisher Products manufactured by Manufacturer shall contain security coding in a form acceptable to Publisher. Manufacturer shall indemnify and pay Publisher for any unauthorized copies of the Publisher Products manufactured by Manufacturer or at its authorized facilities at the full retail price of such Publisher Products. Manufacturer shall manufacture the Publisher Products in accordance with strict security procedures and shall keep detailed manufacturing and distribution records for all units manufactured. Manufacturer's manufacturing facilities and manufacturing and distribution records shall be open to Publisher's inspection without notice. Manufacturer shall include with all copies of the Publisher Products manufactured by Manufacturer an end-user license in the form provided by Publisher. Changes to the terms of the end-user license shall be subject to approval by Publisher, in its sole discretion. Manufacturer shall manufacture the Publisher Products from production masters of the Publisher Products (including without limitation production masters of packaging and related materials) provided by Publisher in accordance with the schedule set forth on Exhibit B. Manufacturer agrees not to alter the Publisher Products (including without limitation their packaging) without Publisher's prior written consent. Prohibited Acts Neither Manufacturer nor anyone to whom Manufacturer distributes the Publisher Products has the right to distribute or sell the Publisher Products except as part of Bundles within the Territory, without the express prior written approval of Publisher. Anyone who unbundles any Publisher Products shipped to Manufacturer for inclusion in Bundles shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Manufacturer shall notify those to whom it distributes the Publisher Products in Bundles that unbundling is specifically prohibited, and that anyone who unbundles any Bundled Publisher Products shipped to or through Manufacturer shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Limitations Title to the Publisher Products and all associated patents, copyrights, trademarks, trade dress, trade secrets and other proprietary rights shall remain with Publisher and its licensors. Except as expressly authorized by Publisher in writing, Manufacturer will not, and will cause its employees, agents and Manufacturer not to: (i) modify, translate, reverse engineer, decompile, disassemble, create derivative works of or copy the Publisher Pr6ducts or related documentation; (ii) remove, alter, or cover any copyright or trademark notices or other proprietary rights notices placed or embedded by Publisher on or in the Publisher Products. Non-Exclusivity The licenses granted in this Agreement are non-exclusive. Accordingly, nothing in this Agreement shall be construed as limiting in any manner Publisher's marketing or distribution activities (including without limitation the distribution of Publisher Products upgrades and Publisher Products to end users of Bundles) or Publisher's appointment of other dealers, distributors, value-added resellers, original equipment manufacturers, licensees or agents in the Territory. Packaging, Advertising and Promotion Packaging","Manufacturing Agreement","15",513,"https://templates.business-in-a-box.com/imgs/1000px/manufacturing-agreement-D12795.png","https://templates.business-in-a-box.com/imgs/250px/12795.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12795.xml",{"title":112,"description":6},"manufacturing agreement",[114,116],{"label":32,"url":115},"business-legal-agreements",{"label":32,"url":115},"/template/manufacturing-agreement-D12795",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":107,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":131},"EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS 1.1 When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: 1.2 \"Agreement\" means this agreement, the Schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement. 1.3 \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. 1.4 \"Affiliate means\" any company controlled by, controlling, or under common control with the Company. Affiliate means any person, corporation or other entity: which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or twenty-five percent (25%) or more of any class of the voting stock of which Company, owns, now or hereafter, directly or indirectly, or of which the Company, or a party is, now or hereafter, directly or indirectly, in control. 1.5 \"Customer\" means any person who purchases or leases Products from Distributor. 1.6 \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. 1.7 \"Exhibit\" means an exhibit attached to this agreement. 1.8 \"Goods\" means those items sold, as described below. \"Products\" means Goods, Accessories, and Spare Parts. 1.10 \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. 1.11 \"Specifications\" means those specifications set forth below. 1.12 \"Territory\" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Distributor shall have the first right of refusal at its option to expand the Territory in order to distribute the Products on an exclusive basis in [COUNTRIES]. Company shall give Distributor written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. Distributor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Distributor accepts such offer, the Territory shall be appropriately expanded. 1.13 \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of the Company. APPOINTMENT OF DISTRIBUTOR 2.1 Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or agent in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated by Distributor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Distributor from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Distributor. Nothing contained in this Section shall affect any other right or remedy which Distributor may have pursuant to this Agreement. Referrals 3.1 If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. Relationship of Parties Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. Sale of Products by Distributor 5.1 Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. ","Exclusive Distribution Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/exclusive-distribution-agreement-D1240.png","https://templates.business-in-a-box.com/imgs/250px/1240.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1240.xml",{"title":126,"description":6},"exclusive distribution agreement",[128,129],{"label":17,"url":97},{"label":20,"url":130},"marketing-sales-contracts","/template/exclusive-distribution-agreement-D1240",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":107,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":144},"WHOLESALE AGREEMENT This Wholesale Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME] (the \"Customer\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] All sales made by [COMPANY NAME] (\"Seller\") to you (\"Customer\") are governed by these Terms and Conditions of Sale unless otherwise indicated by [COMPANY NAME] in writing. Please read these Terms and Conditions thoroughly before applying for wholesale pricing The Seller reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. Seller shall not accept Customer's purchase orders unless and until Customer consents to these Terms and Conditions of Sale and completes the Wholesale Application. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Customer and Seller. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Seller and Customer. Distribution grant Seller hereby grants to Customer and Customer hereby accepts from Seller the non-exclusive right to distribute [COMPANY NAME] products subject to all terms and conditions set forth in this Agreement. Customer shall not, directly or indirectly, including through any agents, distribute, market, sell or solicit orders for any [COMPANY NAME] products on any of the third-party selling platform, including, but not limited to [SPECIFY]. Customer further covenants and agrees not to distribute, market or sell [COMPANY NAME] products to any person if the Customer knows or has any reason to believe that such [COMPANY NAME] product will be resold by such person, directly or indirectly, on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY]. If Customer becomes aware that any person to whom Customer supplies any [COMPANY NAME] product is marketing or selling, or is planning to market or sell, the [COMPANY NAME] product on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY], Customer shall immediately notify Seller and shall cease forthwith to supply such person with [COMPANY NAME] product. Method of ordering Once the Customer's account has been established and a Wholesale Agreement has been signed, [COMPANY NAME] will configure the Customer's account so that the customer has access to [COMPANY NAME] wholesale prices through the online store. The Customer must place the wholesale order online via our website and the wholesale account will only provide access to wholesale products. Acceptance of orders All orders placed by Customer are subject to Seller's acceptance. Seller hereby reserves the right to reject any order, in whole, or in part, for any reason whatsoever. Minimum original order The minimum original order is $ [SPECIFY] and must be paid to the Seller by the Customer by [SPECIFY TYPE OF PAYMENT METHOD]. The seller accepts [VISA/MASTERCARD/OTHER] as acceptable credit cards for initial orders. For credit card purchases, 100% of purchase price will be billed at the time of shipment. Order will generally be shipped within [SPECIFY] days of placing the order. If more lead time is needed, Customer will be notified within [SPECIFY] days. Minimum re-order The minimum re-order amount is $ [SPECIFY]. Terms may be extended by the Seller to the Customer for reorders as outlined below. For credit card purchases, 100% of the purchase price will be billed at the time the goods are ready to be shipped. Payments [COMPANY NAME] accept any of the following methods of payment for wholesale accounts: Credit card (Visa, MC, etc.) Bank wire transfer Paypal Certified cashier's check from major banking institution COD payments are not accepted. All wholesale account payments will be subject to a \"waiting\" period to verify clearance of the funds before any shipment will be made. After the funds have been properly verified as released and deposited to Seller's accounts, shipment of requested products will be sent. All orders must be paid in full at time of purchase. Seller will not ship any order that is unpaid Shipping Orders will be shipped by the Seller via UPS, DHL, FedEx or another company. Alternatively, orders may be shipped by any method arranged for by the Customer. [COMPANY NAME] will try to accommodate all rush orders. Most small orders, up to [SPECIFY] units, are shipped within [SPECIFY] business days after order and payment are received. Special orders and backorders will require additional time and can be estimated at the customer's request on a case by case basis. Actual shipping time is contingent upon availability of goods and credit verification. Seller will not be responsible for shipping delays caused by a carrier. Notice of defects The Customer is responsible for inspecting the goods upon receipt. Any goods with visible damage must be reported to the Seller, upon receipt of the goods, in the customer's warehouse. The Customer shall notify the Seller in writing, within 5 days of receipt of the goods by the Customer, of any claim for damage resulting from any defect in the goods discovered by the Customer, including, without limitation, claims relating to missing parts, quality, or specifications. The Seller is not responsible for missing parts when deliveries are intended for a third party other than the Customer. Acceptance of late or defective merchandise Failure by the Customer to provide written notice of a claim, as set out in these Terms and Conditions of Sale, constitutes a waiver of any future claim that the Customer may have for damages resulting from such defects, including late delivery. Changes to pricing & products Prices are subject to change without notice. All goods will be shipped at the prices in effect at the time of shipping. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability. Confidentiality Customer shall not disclose and shall otherwise maintain the confidentiality of all pricing information, terms, and advance product information supplied by the seller","Wholesale Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/wholesale-agreement-D12707.png","https://templates.business-in-a-box.com/imgs/250px/12707.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12707.xml",{"title":140,"description":6},"wholesale agreement",[142,143],{"label":32,"url":115},{"label":32,"url":115},"/template/wholesale-agreement-D12707",{"description":146,"descriptionCustom":6,"label":147,"pages":135,"size":107,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":153,"keywords":152,"url":156},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":152,"description":6},"service agreement",[154,155],{"label":32,"url":115},{"label":32,"url":115},"/template/service-agreement-D12711",{"description":158,"descriptionCustom":6,"label":159,"pages":160,"size":107,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":171},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":165,"description":6},"non disclosure agreement nda",[167,168],{"label":32,"url":115},{"label":169,"url":170},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":174,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":244,"clauses":281,"how_to_fill":332,"common_mistakes":373,"faqs":398,"industries":426,"comparisons":451,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":505,"classification":506},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"First Supply Agreement Template | BIB","Free first supply agreement template for suppliers and buyers. Covers pricing, delivery, quality standards, exclusivity, and termination.","first supply agreement template",[179,180,181,182,183,184],"supplier agreement template","supply contract template","supply agreement template word","supply agreement template free","vendor supply agreement template","first supply contract",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":172},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A First Supply Agreement is a legally binding contract between a supplier and a buyer that governs the terms under which goods are supplied for the first time — establishing pricing, delivery obligations, product specifications, quality standards, exclusivity provisions, and termination rights. This free Word download gives both parties a structured, enforceable starting framework that can be edited online and exported as PDF for signature.\n","Use it when a supplier and a new commercial buyer are entering a supply relationship for the first time and need a single binding document covering all material terms before the first order is placed or inventory is committed. It is particularly important when significant volume, exclusivity, or customized product specifications are involved.\n","Supplier and buyer identification, product descriptions and specifications, pricing and payment terms, minimum order quantities, delivery and shipping obligations, quality assurance and inspection rights, exclusivity and territory restrictions, intellectual property rights, confidentiality, liability limitations, and termination clauses.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Manufacturers and producers","Formalizing the terms of a new wholesale or distribution relationship","persona-manufacturer",{"title":202,"use_case":203,"icon_asset_id":204},"Retail buyers and purchasing managers","Locking in pricing, delivery timelines, and quality guarantees from a new supplier","persona-retail-buyer",{"title":206,"use_case":207,"icon_asset_id":208},"Startup founders","Securing a reliable supply of goods before launching a product-based business","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"Distributors and wholesalers","Establishing exclusive or preferred supply rights within a defined territory","persona-distributor",{"title":214,"use_case":215,"icon_asset_id":216},"E-commerce operators","Documenting supplier obligations before listing and selling products at scale","persona-ecommerce-operator",{"title":218,"use_case":219,"icon_asset_id":220},"Operations and procurement managers","Standardizing vendor onboarding with enforceable contractual terms","persona-operations-director",[222,226,229,232,235,238,241],{"situation":223,"recommended_template":224,"slug":225},"Ongoing, long-term supply relationship with repeat orders","Master Supply Agreement","supply-agreement-D918",{"situation":227,"recommended_template":88,"slug":228},"One-time or single-order purchase of goods","purchase-order-D1411",{"situation":230,"recommended_template":105,"slug":231},"Engaging a manufacturer to produce a custom-designed product","manufacturing-agreement-D12795",{"situation":233,"recommended_template":120,"slug":234},"Granting a buyer exclusive rights to distribute in a territory","exclusive-distribution-agreement-D1240",{"situation":236,"recommended_template":147,"slug":237},"Supplying services rather than physical goods","service-agreement-D12711",{"situation":239,"recommended_template":134,"slug":240},"Buying wholesale goods for resale through a retail channel","wholesale-agreement-D12707",{"situation":242,"recommended_template":243,"slug":225},"Supplying goods internationally across border with customs terms","International Supply Agreement",[245,248,251,254,257,260,263,266,269,272,275,278],{"term":246,"definition":247},"Supplier","The party that manufactures or provides goods to the buyer under the terms of the supply agreement.",{"term":249,"definition":250},"Buyer","The party that purchases and takes delivery of goods from the supplier, typically for resale, distribution, or internal use.",{"term":252,"definition":253},"Minimum Order Quantity (MOQ)","The smallest quantity of a product the supplier agrees to sell per order, below which the supplier is not obligated to fulfill.",{"term":255,"definition":256},"Lead Time","The number of days between placement of an order and the expected delivery of goods to the buyer's specified location.",{"term":258,"definition":259},"Exclusivity","A contractual restriction preventing the supplier from selling the same goods to competing buyers within a defined territory or channel during the agreement term.",{"term":261,"definition":262},"Incoterms","Internationally recognized trade terms (e.g., FOB, CIF, DDP) that define where risk and cost of goods transfer from seller to buyer during shipment.",{"term":264,"definition":265},"Force Majeure","A clause excusing a party from performance obligations when an extraordinary event beyond their control — such as a natural disaster, war, or pandemic — prevents fulfillment.",{"term":267,"definition":268},"Warranty of Merchantability","An implied or express guarantee that goods are fit for their ordinary purpose and meet the quality standards a buyer would reasonably expect.",{"term":270,"definition":271},"Indemnification","An obligation by one party to compensate the other for losses, damages, or legal costs arising from a specified breach or event.",{"term":273,"definition":274},"Cure Period","A defined window of time — typically 15 to 30 days — given to a breaching party to correct a default before the other party may terminate the agreement.",{"term":276,"definition":277},"Governing Law","The jurisdiction whose legal system and statutes apply to the interpretation and enforcement of the contract.",{"term":279,"definition":280},"Purchase Order (PO)","A buyer-issued document that triggers an individual delivery under the supply agreement, referencing the agreed product, quantity, price, and delivery date.",[282,287,292,297,302,307,312,317,322,327],{"name":283,"plain_english":284,"sample_language":285,"common_mistake":286},"Parties and Recitals","Identifies the full legal names of the supplier and buyer, their registered addresses, and the commercial purpose of the agreement.","This First Supply Agreement ('Agreement') is entered into as of [DATE] by and between [SUPPLIER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ADDRESS] ('Supplier'), and [BUYER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ADDRESS] ('Buyer').","Using a trade name instead of the registered legal entity name. If the named party does not match the entity on record, enforcing payment obligations or suing for breach requires additional steps to establish identity.",{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Products and Specifications","Describes the specific goods being supplied, their technical or quality specifications, and how changes to specifications are approved.","Supplier shall supply Buyer with the products described in Schedule A ('Products'), which sets out each product's description, SKU, dimensions, materials, and quality standards. No change to the specifications in Schedule A shall be effective without written approval from both parties.","Leaving specifications vague — relying on 'as agreed' or 'industry standard' rather than a detailed Schedule A. Disputes over what was promised are the most common reason supply relationships break down in the first year.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Pricing, Invoicing, and Payment Terms","Sets the agreed unit pricing, any volume discount tiers, the invoicing process, payment due date, and consequences for late payment.","Supplier shall invoice Buyer at the unit prices set out in Schedule B. Invoices are due within [NET 30/45/60] days of the invoice date. Balances unpaid after the due date accrue interest at [X]% per month. Prices may not be increased without [30/60/90] days' prior written notice.","Not specifying a price-change notice period. Without one, a supplier can increase prices effective immediately on the next order, leaving the buyer unable to adjust inventory commitments or customer pricing in time.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Minimum Order Quantities and Forecasting","Defines the minimum volume the buyer must order per transaction or per period, and any rolling forecast obligations the buyer must provide to help the supplier plan production.","Buyer shall place orders with a minimum quantity of [X UNITS] per order ('MOQ'). Buyer shall provide Supplier with a [30/60/90]-day rolling forecast of anticipated purchase volumes by the [DAY] of each month. Forecasts are non-binding unless confirmed by a Purchase Order.","Omitting MOQ terms entirely. Without them, a supplier may be obligated to fulfill uneconomical micro-orders at contracted pricing, eroding margins and causing fulfillment delays that harm the buyer.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Delivery, Shipping, and Risk of Loss","Specifies delivery lead times, shipping terms (using Incoterms where applicable), who bears freight costs, and at what point risk of loss transfers from supplier to buyer.","Supplier shall deliver Products to [DELIVERY ADDRESS] within [X] business days of receipt of a confirmed Purchase Order. Delivery is [FOB SUPPLIER'S FACILITY / DDP BUYER'S WAREHOUSE]. Risk of loss and title transfer to Buyer upon [DELIVERY POINT]. Freight costs are borne by [SUPPLIER / BUYER].","Not specifying an Incoterm or equivalent delivery point. When goods are damaged in transit, both parties assume the other bears the risk — the result is a coverage gap and a disputed claim.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Quality Assurance and Inspection Rights","Sets the quality standards products must meet, the buyer's right to inspect goods on delivery, the timeframe to reject non-conforming goods, and the remedy for defective supply.","All Products shall conform to the specifications in Schedule A and applicable industry standards. Buyer shall inspect delivered Products within [X] business days of receipt and notify Supplier in writing of any non-conforming goods. Supplier shall, at its option, replace or credit non-conforming Products within [X] days of notification.","Setting no inspection window. If a buyer fails to inspect promptly, many jurisdictions treat acceptance as implied after a reasonable period — meaning the buyer loses the right to reject defective goods.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Exclusivity and Territory","States whether the supplier grants the buyer exclusive rights to purchase or resell the products within a defined territory or channel, and any minimum purchase obligations the buyer must meet to retain exclusivity.","During the Term, Supplier grants Buyer exclusive rights to purchase and resell the Products within [TERRITORY] ('Exclusive Territory'). Exclusivity is conditional upon Buyer purchasing a minimum of [X UNITS / $X] per [QUARTER / YEAR]. Failure to meet this minimum shall convert the arrangement to non-exclusive upon [X] days' written notice.","Granting exclusivity with no minimum purchase threshold. Without one, the supplier is locked out of the territory while the buyer has no incentive to promote or move volume, creating a stalled relationship with no contractual exit.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Intellectual Property","Addresses ownership of existing IP each party brings to the relationship and any jointly developed product designs, trademarks, or packaging — and restricts unauthorized use.","Each party retains all right, title, and interest in its pre-existing intellectual property. Buyer-supplied designs, artwork, or branding incorporated into the Products ('Buyer IP') remain the property of Buyer. Supplier may not use Buyer IP for any other customer or purpose without Buyer's prior written consent.","No IP clause in a supply agreement for custom or branded products. Suppliers who manufacture custom-branded goods for a buyer and retain no IP restrictions can legally supply identical goods to competitors.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Confidentiality","Prohibits both parties from disclosing the other's pricing, product specifications, business plans, or other non-public information shared in connection with the supply relationship.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' includes pricing, product specifications, forecasts, and any information marked confidential. This obligation survives termination of this Agreement for a period of [X] years.","Defining confidential information only as documents marked 'Confidential.' Verbally shared pricing and product data — the most sensitive information exchanged in supply negotiations — is left unprotected.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Term, Termination, and Cure","Sets the initial contract term, renewal mechanism, conditions that allow either party to terminate for cause, the cure period for curable breaches, and rights to terminate for convenience.","This Agreement commences on [START DATE] and continues for an initial term of [X YEAR(S)], renewing automatically for successive [X]-year terms unless either party provides [60/90] days' written notice of non-renewal. Either party may terminate for material breach if the breach is not cured within [30] days of written notice. Buyer may terminate for convenience on [60] days' written notice.","Auto-renewal with no notice requirement or with too short a notice window. A 30-day notice window on a supply agreement can leave a buyer without any alternative source and an inventory shortfall before a replacement supplier is onboarded.",[333,338,343,348,353,358,363,368],{"step":334,"title":335,"description":336,"tip":337},1,"Identify both parties with full legal entity names","Enter the registered legal name, entity type (LLC, corporation, partnership), and principal business address of both the supplier and the buyer. Cross-reference each party's corporate registry filing to confirm accuracy.","Request a copy of the other party's certificate of incorporation or equivalent before signing — it confirms the entity exists and is in good standing.",{"step":339,"title":340,"description":341,"tip":342},2,"Complete Schedule A with detailed product specifications","List every product being supplied with its SKU, full description, dimensions, materials, applicable certifications, and quality standards. Attach technical data sheets or product samples as exhibits where specifications are complex.","The more precise Schedule A is, the fewer disputes you will have. Vague specifications like 'standard quality' are litigated constantly; specific tolerances and test standards are not.",{"step":344,"title":345,"description":346,"tip":347},3,"Set pricing, payment terms, and price-change notice","Enter unit prices in Schedule B, specify the payment due period (Net 30, Net 45, or Net 60), the late-interest rate, and the minimum notice the supplier must give before increasing prices.","Tie the price-change notice period to your own customer contract renewal cycle so you are never contractually obligated to sell at a loss.",{"step":349,"title":350,"description":351,"tip":352},4,"Define MOQ, forecast obligations, and order process","State the minimum order quantity per Purchase Order, any annual or quarterly volume commitments, and the rolling forecast period the buyer must provide. Clarify whether forecasts are binding or indicative.","Non-binding forecasts are standard but make clear they carry no purchase obligation — some suppliers treat a forecast as a soft commitment and claim damages when the buyer orders less.",{"step":354,"title":355,"description":356,"tip":357},5,"Specify delivery terms using recognized Incoterms","Select an Incoterm (FOB, EXW, DDP, CIF) that clearly allocates freight cost and risk of loss between the parties. State the exact delivery point and the lead time from confirmed Purchase Order to delivery.","DDP (Delivered Duty Paid) is the most buyer-friendly term — the supplier bears all cost and risk until goods arrive at the buyer's door. FOB origin shifts risk as soon as the carrier picks up the goods.",{"step":359,"title":360,"description":361,"tip":362},6,"Draft the exclusivity clause with a minimum purchase threshold","If exclusivity is being granted, define the territory, the channel (e.g., online only, retail only), the minimum purchase volume required to maintain exclusivity, and what happens when the minimum is missed.","Set the minimum at a level the buyer can realistically achieve in Year 1, even in a conservative scenario — an unachievable minimum converts a motivated buyer into a non-exclusive one within months.",{"step":364,"title":365,"description":366,"tip":367},7,"Set the term, renewal, and termination notice periods","Choose an initial term that reflects how long it takes both parties to recoup onboarding investment (typically 1–3 years). Set the auto-renewal mechanism and the cure period for material breaches.","For a first supply relationship, a 1-year initial term with a 90-day non-renewal notice strikes a workable balance — long enough to justify investment, short enough to limit exposure if the relationship underperforms.",{"step":369,"title":370,"description":371,"tip":372},8,"Sign before placing or accepting the first order","Both parties must execute the agreement before any Purchase Order is issued or inventory is committed. In common-law jurisdictions, a signed written agreement supersedes any prior verbal understandings or email negotiations.","Use a timestamped e-signature tool to create a clear execution record — useful if the agreement is ever disputed or referenced in litigation.",[374,378,382,386,390,394],{"mistake":375,"why_it_matters":376,"fix":377},"Vague product specifications in Schedule A","When goods arrive that fail to meet unstated expectations, neither party has a documented standard to measure against — making rejection legally and commercially difficult to enforce.","Attach a detailed Schedule A with SKUs, tolerances, certifications, and test standards. For physical goods, include an approved sample reference that the supplier matches on every production run.",{"mistake":379,"why_it_matters":380,"fix":381},"No price-change notice requirement","A supplier can increase unit pricing effective immediately on the next order, leaving the buyer unable to reprice customer contracts or source alternatives in time.","Require a minimum of 60 to 90 days' written notice before any price increase takes effect, giving the buyer time to negotiate, source alternatives, or pass costs downstream.",{"mistake":383,"why_it_matters":384,"fix":385},"Granting exclusivity with no minimum purchase obligation","The supplier is locked out of the territory indefinitely while the buyer faces no obligation to promote or move volume — creating a stalled relationship the supplier cannot exit without breaching the agreement.","Tie exclusivity to a quarterly or annual minimum purchase volume, with a defined grace period and automatic conversion to non-exclusive if the minimum is missed.",{"mistake":387,"why_it_matters":388,"fix":389},"No inspection window or rejection procedure","Without a defined inspection period and written rejection process, buyers in most jurisdictions lose the right to reject non-conforming goods after a reasonable period has passed — leaving them with unusable inventory and no remedy.","Set a specific inspection window of 5 to 10 business days from delivery, require written notice of rejection within that window, and specify the supplier's obligation to replace or credit within a fixed period.",{"mistake":391,"why_it_matters":392,"fix":393},"Signing after the first Purchase Order is already placed","In common-law jurisdictions, the terms governing any order already placed are determined by whatever was agreed at the time — which may be nothing more than an email exchange or verbal understanding.","Execute the supply agreement before any Purchase Order is issued. If an order is already in motion, include a retroactivity clause stating the agreement governs all transactions from a specified back-dated effective date.",{"mistake":395,"why_it_matters":396,"fix":397},"Auto-renewal with a very short notice window","A 30-day non-renewal notice in a supply agreement can leave a buyer contractually bound for another year before they can exit, with no time to qualify and onboard an alternative supplier.","Set the non-renewal notice period to at least 60 to 90 days for agreements of 1 year or more, and calendar the notice deadline at the start of each contract year.",[399,402,405,408,411,414,417,420,423],{"question":400,"answer":401},"What is a first supply agreement?","A first supply agreement is a legally binding contract between a supplier and a buyer that establishes the terms under which goods are supplied for the first time — covering product specifications, pricing, payment terms, delivery obligations, quality standards, exclusivity, and termination rights. It differs from a purchase order in that it governs the entire relationship rather than a single transaction, and it differs from a master supply agreement in that it is designed specifically for the initiation of a new supply relationship rather than an ongoing one.\n",{"question":403,"answer":404},"When should I use a first supply agreement instead of a purchase order?","Use a first supply agreement when the relationship involves significant volume commitments, custom product specifications, exclusivity provisions, or multi-period pricing that a single purchase order cannot capture. A purchase order is appropriate for one-time or spot purchases at market price with no ongoing obligations. Once a supply relationship is established and both parties need a governing framework for all future orders, the first supply agreement provides that structure.\n",{"question":406,"answer":407},"Does a supply agreement need to be in writing to be enforceable?","In most jurisdictions, oral supply agreements for goods above a threshold value — $500 in the US under the Uniform Commercial Code — must be in writing to be enforceable. Even below that threshold, a written agreement eliminates disputes about what was actually agreed on pricing, delivery terms, and product specifications. Written agreements are always preferable for any commercial supply relationship of material value.\n",{"question":409,"answer":410},"What is the difference between a supply agreement and a distribution agreement?","A supply agreement governs the sale of goods from a supplier to a buyer — the buyer may use those goods internally, resell them, or incorporate them into another product. A distribution agreement specifically governs the buyer's right to resell and distribute the supplier's goods to end customers, often including marketing obligations, territory restrictions, and brand guidelines. A first supply agreement may include distribution rights, but the two documents serve distinct primary purposes.\n",{"question":412,"answer":413},"What Incoterm should I use in a supply agreement?","The right Incoterm depends on which party has more control over the logistics. DDP (Delivered Duty Paid) is the most buyer-friendly — the supplier bears all freight, insurance, and customs costs until goods arrive at the buyer's location. FOB (Free on Board) is the most common for international trade — risk transfers to the buyer when goods are loaded at the origin port. EXW (Ex Works) places almost all cost and risk on the buyer from the supplier's premises. Always specify the Incoterm version year (e.g., Incoterms 2020) to avoid ambiguity.\n",{"question":415,"answer":416},"Can a supply agreement include exclusivity?","Yes, and exclusivity provisions are common in first supply agreements where the buyer is willing to commit volume in exchange for the right to be the sole purchaser in a territory or channel. Exclusivity should always be paired with a minimum purchase obligation — without one, the supplier is locked out of the market while the buyer faces no pressure to actually generate volume. The duration, territory, and minimum threshold are all negotiable terms.\n",{"question":418,"answer":419},"What happens if the supplier delivers defective goods?","The remedy depends on what the agreement says. Typically, the buyer must inspect goods within a defined window after delivery and provide written notice of any non-conformance. The supplier is then obligated to replace the defective goods, issue a credit, or refund the purchase price within a specified period. Without a documented inspection window and rejection procedure, buyers in many jurisdictions lose their rejection rights after a reasonable time — accepting defective inventory with no contractual remedy available.\n",{"question":421,"answer":422},"Do I need a lawyer to draft a first supply agreement?","For straightforward domestic supply relationships with standard products and no exclusivity, a professionally drafted template typically covers the core terms. Legal review is recommended when the agreement involves custom-manufactured goods, exclusivity provisions, significant minimum purchase commitments, cross-border supply, regulated products (food, medical devices, chemicals), or material IP considerations. A 1-to-2-hour lawyer review typically costs $300 to $800 and is worthwhile for any relationship where the annual value exceeds $100,000.\n",{"question":424,"answer":425},"What is a cure period in a supply agreement?","A cure period is a contractual window — typically 15 to 30 days — given to a party that has breached the agreement to correct the breach before the other party may terminate. For example, if a supplier consistently delivers late, the buyer must issue a written breach notice and give the supplier 30 days to remedy the delivery failures before exercising termination rights. Cure periods are standard in commercial contracts and protect both parties from abrupt termination over issues that could be corrected with reasonable effort.\n",[427,431,435,439,443,447],{"industry":428,"icon_asset_id":429,"specifics":430},"Food and Beverage","industry-food-beverage","Product specifications must reference food-safety certifications (e.g., HACCP, SQF), lot traceability requirements, shelf-life minimums, and cold-chain delivery obligations.",{"industry":432,"icon_asset_id":433,"specifics":434},"Manufacturing","industry-manufacturing","Component supply agreements require tight dimensional tolerances in Schedule A, supplier audit rights, and provisions for engineering change orders that can alter specification mid-term.",{"industry":436,"icon_asset_id":437,"specifics":438},"Retail and E-commerce","industry-retail","Retail supply agreements typically require EDI integration, compliance with retailer routing guides, chargeback provisions for non-compliant deliveries, and seasonal volume commitments.",{"industry":440,"icon_asset_id":441,"specifics":442},"Healthcare and Medical Devices","industry-healthtech","Supply agreements for regulated medical products must reference applicable FDA or CE mark requirements, quality management system audits, and mandatory recall and adverse event notification procedures.",{"industry":444,"icon_asset_id":445,"specifics":446},"Construction and Building Materials","industry-construction","Supply agreements tie delivery schedules to project milestones, include force majeure for material shortages, and often reference prevailing wage or lien-waiver requirements.",{"industry":448,"icon_asset_id":449,"specifics":450},"Technology Hardware","industry-saas","Component supply agreements address end-of-life notice obligations, last-time-buy rights, counterfeit-parts warranties, and export control compliance for controlled technology.",[452,454,457,460],{"vs":88,"vs_template_id":228,"summary":453},"A purchase order is a buyer-issued document that triggers a single transaction — specifying product, quantity, price, and delivery date for one order. A first supply agreement is the governing framework that defines the relationship terms for all orders placed under it. Most supply relationships use both: the agreement sets the rules; the PO activates each delivery.",{"vs":105,"vs_template_id":455,"summary":456},"manufacturing-agreement-D1271","A manufacturing agreement governs the production of custom-designed goods by a contract manufacturer, often covering tooling ownership, production capacity, quality audits, and ramp-up schedules. A supply agreement governs the sale and delivery of goods that the supplier already produces or sources — it does not typically address production processes or tooling. Use a manufacturing agreement when you own the product design; use a supply agreement when you are buying an existing product.",{"vs":120,"vs_template_id":458,"summary":459},"exclusive-distribution-agreement-D1246","An exclusive distribution agreement grants a distributor the sole right to resell a supplier's products in a territory, with detailed marketing obligations, brand compliance requirements, and sub-distributor rights. A first supply agreement may include exclusivity but is primarily a procurement document — focused on pricing, delivery, and quality rather than the distributor's downstream sales activities. Businesses needing both supply terms and reseller obligations may execute both documents in parallel.",{"vs":134,"vs_template_id":461,"summary":462},"wholesale-agreement-D1247","A wholesale agreement governs the bulk purchase and resale of goods from a supplier to a wholesale buyer, typically at tiered pricing with volume-based discounts. A first supply agreement is broader in scope — it can cover any buyer type (retailer, manufacturer, or distributor) and places equal emphasis on quality standards, delivery obligations, and IP protections that a standard wholesale agreement may not address. Use a wholesale agreement for straightforward bulk-buy relationships; use a first supply agreement when the terms are more complex.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Domestic supply of standard, non-regulated goods with no exclusivity and annual value under $100,000","Free","30–60 minutes",{"best_for":469,"cost":470,"time":471},"Agreements involving exclusivity, minimum purchase commitments, custom product specifications, or annual value above $100,000","$300–$800","2–5 days",{"best_for":473,"cost":474,"time":475},"Cross-border supply, regulated products (food, medical devices, chemicals), complex IP arrangements, or multi-million-dollar volume commitments","$1,500–$6,000+","1–4 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","Supply agreements for goods in the US are governed by Article 2 of the Uniform Commercial Code (UCC), which implies warranties of merchantability and fitness for a particular purpose unless expressly disclaimed. The UCC also imposes a writing requirement for goods contracts valued above $500. State law variations exist — California, for example, has additional consumer-protection and environmental disclosure requirements that may apply to commercial buyers in certain sectors.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canadian supply agreements are governed by provincial Sale of Goods Acts, which closely follow the UCC in implying merchantability and fitness warranties. Quebec applies the Civil Code of Quebec rather than common-law Sale of Goods principles, which imposes different rules on warranty disclaimers and contractual remedies. Federal competition law (Competition Act) restricts certain exclusivity and territory arrangements that may be considered anti-competitive if the parties have significant market share.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","UK supply agreements are governed by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982, both of which imply conditions of satisfactory quality and fitness for purpose. The Unfair Contract Terms Act 1977 restricts the extent to which businesses can exclude implied statutory warranties in B2B contracts. Post-Brexit, UK and EU supply agreements should address customs, duties, and Rules of Origin compliance where goods move between Great Britain and EU member states.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","Supply agreements within the EU are subject to the Rome I Regulation, which determines the governing law of commercial contracts in cross-border situations — typically the law of the supplier's country unless otherwise specified. EU competition law (Article 101 TFEU) restricts exclusivity and territory arrangements between suppliers and buyers that may distort competition, particularly where either party holds significant market share. GDPR applies if the agreement involves any exchange of personal data, including employee contacts used for order management.",[228,231,234,240,237,498,499,500,501,502,503,504],"non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","vendor-agreement-D13292","new-product-development-plan-D14014","quality-assurance-policy-D13756","contract-for-logistics-services-D868","master-service-agreement-D12657",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":115,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":517},"manufacturing-and-supply","agreement","general","all-stages",[512,513,514,515,516],"contract","procurement","legal","supply-agreement","supplier-management",0.92,"\u003Ch2>What is a First Supply Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>First Supply Agreement\u003C/strong> is a legally binding contract between a \u003Cstrong>Supplier\u003C/strong> and a \u003Cstrong>Buyer\u003C/strong> that establishes the governing terms for a new commercial supply relationship — covering product specifications, pricing, delivery obligations, quality standards, exclusivity rights, intellectual property protections, confidentiality obligations, and termination conditions in a single enforceable document. Unlike a purchase order, which captures a single transaction, a first supply agreement sets the framework under which all subsequent orders are placed and fulfilled. It is typically executed before the first Purchase Order is issued, ensuring that both parties are bound by agreed terms before any inventory is committed or payment is made.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written first supply agreement, the terms of your supply relationship are governed by whatever can be pieced together from email exchanges, verbal conversations, and conflicting standard terms buried in each party's purchase orders — a situation courts regularly encounter and rarely resolve quickly or cheaply. A buyer who receives defective goods with no documented inspection window may lose the right to reject them. A supplier who granted informal exclusivity with no minimum purchase threshold may be locked out of a territory for years while the buyer places no orders. Pricing disputes with no change-notice clause can leave a buyer absorbing cost increases with no time to adjust customer contracts. A properly executed first supply agreement eliminates all four of these exposures before the relationship begins, giving both parties a clear, enforceable record of exactly what was agreed — and what happens if either side fails to deliver on it.\u003C/p>\n",1778773467388]