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Customer Supplier Agreement Template for United States

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Key Requirements PROMPT example:

Customer Supplier Agreement

"I need a Customer Supplier Agreement for my technology company to purchase software development services from an overseas vendor, with specific IP protection clauses and milestone-based payments starting from March 2025."

Document background
The Customer Supplier Agreement is essential for businesses operating in the United States that engage in the regular supply of goods or services. This contract type establishes clear expectations, responsibilities, and legal protections for both parties while ensuring compliance with U.S. federal and state laws. It's particularly important for ongoing business relationships and should be customized based on the specific industry, value of goods/services, and regulatory requirements. The agreement typically includes detailed terms on quality standards, delivery schedules, pricing mechanisms, and dispute resolution procedures.
Suggested Sections

1. Parties: Identifies and defines the contracting parties - supplier and customer

2. Background: Outlines the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Supply: Details the products/services to be provided

5. Pricing and Payment Terms: Specifies prices, payment methods, and terms

6. Delivery Terms: Outlines delivery timelines, logistics, and responsibilities

7. Quality Requirements: Specifies quality standards and inspection procedures

8. Term and Termination: Duration of agreement and termination conditions

9. Governing Law: Specifies applicable jurisdiction and dispute resolution

Optional Sections

1. Intellectual Property Rights: Provisions for IP ownership and licenses when IP rights are involved in the supply arrangement

2. Confidentiality: Provisions for protection of confidential information when sensitive information is shared

3. Force Majeure: Provisions for unforeseeable circumstances, recommended for long-term or high-value contracts

4. Insurance Requirements: Provisions for required insurance coverage, necessary for high-risk or high-value supplies

5. Data Protection: Provisions for data handling and privacy requirements when personal data is processed

Suggested Schedules

1. Product Specifications Schedule: Detailed technical specifications of products

2. Pricing Schedule: Detailed pricing structure and volume discounts

3. Service Level Agreement: Performance metrics and service standards

4. Quality Control Procedures: Detailed quality assurance processes

5. Delivery Schedule: Detailed delivery timelines and locations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses






























Industries

Uniform Commercial Code (UCC): Primary federal law governing commercial transactions, especially Article 2 which deals with sale of goods between merchants and customers

Federal Trade Commission Act: Federal law that prohibits unfair or deceptive trade practices and provides consumer protection framework

Consumer Protection Laws: Various federal statutes protecting consumer rights in commercial transactions

Magnuson-Moss Warranty Act: Federal law governing warranties on consumer products, requiring clear disclosure of warranty terms

E-SIGN Act: Electronic Signatures in Global and National Commerce Act - validates electronic signatures and records in commercial transactions

State UCC Variations: State-specific modifications and interpretations of the Uniform Commercial Code

State Consumer Protection Laws: State-specific regulations protecting consumers, which may be more stringent than federal laws

State Warranty Laws: State-specific laws governing warranties and product guarantees

Data Privacy Laws: Federal and state laws governing the collection, storage, and use of personal data (including CCPA for California)

Industry-Specific Regulations: Sector-specific rules such as FDA, FCC, or environmental regulations depending on the nature of goods/services

Antitrust Laws: Federal and state laws preventing anti-competitive business practices and monopolies

Product Liability Laws: Laws governing manufacturer/supplier liability for defective products or services

Import/Export Regulations: Federal regulations governing international trade if applicable to the supply chain

Intellectual Property Laws: Laws protecting patents, trademarks, copyrights, and trade secrets in commercial relationships

Contract Law Fundamentals: Basic principles including offer, acceptance, consideration, capacity, and legality of subject matter

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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