Vendor onboarding agreement
This Vendor Onboarding Agreement (the “Agreement”) is made as of [Effective date] between [Company legal name], of [Company address] (the “Company”), and [Vendor legal name], operating as [Vendor operating name], of [Vendor address and postal or ZIP code] (the “Vendor”).
Background
The Vendor wishes to supply [goods / services / both] to the Company. Before placing orders, the Company needs accurate vendor information and the Vendor's agreement to the Company's basic requirements. This Agreement records that information and those requirements.
1. Vendor information
The Vendor confirms the following information is accurate: legal name [Vendor legal name]; business type [corporation / partnership / sole proprietor]; jurisdiction of incorporation [Jurisdiction]; tax registration number [Tax registration number, for example GST/HST, QST or US EIN]; primary contact [Name, title, email, phone]; remittance email [Remittance email].
The Vendor will provide the tax forms the Company reasonably requires, such as a Form W-9 or W-8 in the United States, or proof of sales tax registration in Canada, and will tell the Company within 10 days of any change to the information in this section.
2. Banking details and payment fraud
The Vendor will provide its banking details only through the Company's secure onboarding form, supported by a void cheque or bank letter. The Company will pay only to the account so provided.
Any request to change banking details must be made in writing by an authorized officer of the Vendor and will be verified by the Company by telephone to a contact already on file before it takes effect. The Company is not responsible for payments made in good faith to an account confirmed under this process, and the Vendor will tell the Company immediately if it suspects that its email or systems have been compromised.
3. Orders and payment
The Company will buy only through purchase orders issued by authorized personnel or under a signed supply or services agreement. The Vendor will not deliver goods or perform services without a valid purchase order number, and the Company is not obliged to pay for anything supplied without one.
Unless a purchase order or other signed agreement says otherwise, purchases are governed by the Company's purchase order terms and conditions in effect at the time of the order, and invoices are payable within [Payment terms] days after receipt of a correct invoice quoting the purchase order number.
4. Insurance
The Vendor will maintain [commercial general liability insurance of at least Amount per occurrence, professional liability of at least Amount where it provides professional services, cyber liability where it handles Company data, automobile liability where it uses vehicles for the Company, and workers' compensation as required by law], and will provide a certificate of insurance before the first order and on each renewal.
5. Code of conduct and compliance
The Vendor has received and will comply with the Company's supplier code of conduct at [Location of code], which covers ethics, labour practices, health and safety, and the environment.
Anti-corruption. The Vendor will not offer, pay, request or accept any bribe, kickback or improper payment, and will comply with applicable anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), and the Foreign Corrupt Practices Act (US).
Sanctions and export controls. The Vendor confirms that neither it nor its owners or directors are listed on, or owned or controlled by anyone listed on, a sanctions list maintained by Canada, the United States, the United Nations, the European Union or the United Kingdom, and it will comply with applicable export control laws.
Forced and child labour. The Vendor will not use forced labour or child labour in its operations or knowingly in its supply chain, will take reasonable steps to identify and address those risks, and will provide information the Company reasonably requests to meet reporting obligations such as those under Canada's Fighting Against Forced Labour and Child Labour in Supply Chains Act.
Employment and safety. The Vendor will comply with employment standards, human rights, and occupational health and safety laws that apply to it.
6. Conflicts of interest and gifts
The Vendor confirms that, to its knowledge, no Company employee or their immediate family member has a financial interest in the Vendor, except as disclosed here: [Disclosure or none]. The Vendor will not give Company employees gifts or hospitality beyond [Amount] in value per person per year, and will tell the Company promptly if a conflict arises.
7. Confidentiality
The Vendor will keep confidential all non-public information it receives from the Company, including pricing, plans, customer and employee information, and will use it only to supply the Company. These obligations last for [3] years after the relationship ends, and for trade secrets and personal information for as long as the law protects them.
8. Data protection and security
If the Vendor accesses Company systems or handles personal information for the Company, it will: process that information only on the Company's instructions; protect it with appropriate administrative, technical and physical safeguards; limit access to people who need it; not transfer it outside [Country or region] without the Company's written consent; notify the Company within [72] hours of becoming aware of a security incident affecting it; and return or delete it when the relationship ends. The Vendor will complete the Company's security questionnaire on request and sign a data processing agreement where the law requires one.
9. Audit and records
The Vendor will keep accurate records of its dealings with the Company for at least [7] years or longer if required by law, and will allow the Company or its auditors reasonable access to them on reasonable notice, no more than once a year unless a material issue has been found.
10. Subcontractors
The Vendor may not subcontract any material part of its work for the Company without prior written consent, and remains responsible for any subcontractor it uses.
11. Term and termination
This Agreement starts on the Effective Date and continues until either party ends it by [30] days' written notice. The Company may end it immediately by written notice, and cancel open purchase orders without liability other than for goods and services already supplied, if the Vendor materially breaches section 2, 5, 7 or 8 or becomes insolvent. Sections 2, 7, 8 and 9 survive termination.
12. Vendor certification
The Vendor certifies that the information it has provided in this Agreement and its attachments is true, accurate and complete, and that the person signing is authorized to bind the Vendor.
13. Governing law and disputes
This Agreement is governed by the laws of [Province or state] and the federal laws of [Country] that apply there, without regard to conflict-of-laws rules that would apply the law of another place.
If a dispute arises, the Company and the Vendor will first try in good faith to resolve it by discussion between people with authority to settle it, for at least 30 days after one of them gives written notice describing the dispute. If the dispute is not resolved in that time, either of them may start proceedings in the courts located in [City, Province or state], and each submits to the non-exclusive jurisdiction of those courts.
Nothing in this section prevents anyone from seeking urgent injunctive or other interim relief from any court with jurisdiction to protect confidential information, intellectual property or property, or to prevent irreparable harm.
14. Notices
Any notice under this Agreement must be in writing and delivered by hand, by courier, by registered mail, or by email to the address shown in the signature block or another address given by notice.
A notice is received: when delivered, if delivered by hand or courier on a business day before 5:00 PM local time at the place of receipt, and otherwise on the next business day; on the fifth business day after mailing, if sent by registered mail; and when sent, if sent by email before 5:00 PM local time of the recipient on a business day with no automated message that it was not delivered, and otherwise on the next business day.
Routine operational communications may be sent by any reasonable means, but a notice of breach, termination or a claim must also be sent by a method listed above.
15. Entire agreement and general terms
Entire agreement. This Agreement, including any schedules and documents it expressly refers to, is the entire agreement about its subject matter and replaces all earlier discussions, proposals and agreements about that subject matter, whether written or oral.
Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by each party. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.
Assignment. No party may assign this Agreement without the prior written consent of the others, which will not be unreasonably withheld, except that an organization may assign it without consent to a successor to all or substantially all of its relevant business or assets by giving written notice. This Agreement binds and benefits the parties and their permitted successors and assigns.
Severability. If any provision is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of this Agreement stays in full force.
Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation”. Amounts are in [Currency] unless stated otherwise. A reference to a law includes any amendment or replacement of it.
Language. The parties have expressly required that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents connexes soient rédigés en anglais.
16. Counterparts and electronic signatures
This Agreement may be signed in any number of counterparts, each of which is an original and all of which together form one document.
The parties agree that this Agreement may be signed and delivered electronically, including through an electronic signature service such as eSora Sign. An electronic signature, and a signed copy delivered by email or as a PDF, has the same legal effect as a handwritten signature on a paper original, to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in the relevant state, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial electronic commerce legislation in Canada.
Each party consents to receive this Agreement and related notices electronically, and agrees that the electronic record of the signing process, including any certificate of completion and audit trail, may be used as evidence that this Agreement was signed and of when it was signed.
Signatures
By signing below, each signer confirms that they have read and agree to this Agreement and, where they sign for an organization, that they are authorized to bind it.
VENDOR REPRESENTATIVE
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________
COMPANY PROCUREMENT
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________