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Sub Vendor Agreement

Sub Vendor Agreement Template for India

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Key Requirements PROMPT example:

Sub Vendor Agreement

"I need a Sub Vendor Agreement for an IT services company in Bangalore that will be providing software development resources to support our main contract with a US-based client, starting March 2025, with strict data protection and code ownership requirements."

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Document background
The Sub Vendor Agreement is essential in business arrangements where a primary contractor needs to delegate part of its contractual obligations to another party while maintaining control and accountability. This document is particularly crucial in the Indian business context, where complex supply chains and service delivery networks are common across various industries. The agreement must comply with Indian contract law, including the Indian Contract Act, 1872, and relevant sector-specific regulations. It typically includes detailed provisions for scope of work, payment terms, performance metrics, compliance requirements, and risk management, while also addressing specific Indian legal requirements such as GST compliance, stamp duty requirements, and local dispute resolution mechanisms. The document is designed to protect both the primary vendor's interests in relation to their end client commitments and the sub-vendor's commercial interests, while ensuring clear accountability and performance standards.
Suggested Sections

1. Parties: Identifies and provides details of the primary vendor and sub-vendor, including registered addresses and company registration numbers

2. Background: Explains the context of the agreement, including reference to the main contract with the end client if relevant

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Detailed description of services/works to be performed by the sub-vendor

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Payment Terms: Pricing, payment schedule, invoicing requirements, and payment methods

7. Performance Standards: Quality standards, KPIs, and service levels required from the sub-vendor

8. Representations and Warranties: Statements of fact and promises made by both parties

9. Confidentiality: Obligations regarding protection of confidential information

10. Intellectual Property Rights: Ownership and usage rights of IP created during the engagement

11. Indemnification: Protection against losses caused by the other party's actions

12. Insurance: Required insurance coverage to be maintained by the sub-vendor

13. Compliance with Laws: Obligation to comply with applicable laws and regulations

14. Dispute Resolution: Process for resolving disputes between parties

15. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, etc.

Optional Sections

1. Data Protection: Required when personal data processing is involved, outlining GDPR or similar compliance requirements

2. Health and Safety: Necessary when services involve on-site work or physical operations

3. Equipment and Materials: Include when sub-vendor needs to use or supply specific equipment or materials

4. Personnel Requirements: Required when specific qualifications or security clearances are needed for sub-vendor staff

5. Non-Compete: Include when restricting sub-vendor from working with competitors

6. Business Continuity: Important for critical services requiring disaster recovery plans

7. Environmental Compliance: Necessary for services with environmental impact

8. Export Control: Required when dealing with internationally controlled goods or technology

9. Anti-Bribery and Corruption: Important for high-value contracts or government-related work

10. Force Majeure: Optional but recommended to address unforeseen circumstances

Suggested Schedules

1. Schedule 1 - Scope of Work: Detailed technical specifications and requirements of the services

2. Schedule 2 - Pricing and Payment: Detailed fee structure, rates, and payment milestones

3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and measurement criteria

4. Schedule 4 - Personnel: Key personnel, qualifications, and experience requirements

5. Schedule 5 - Compliance Requirements: Specific regulatory or industry compliance requirements

6. Schedule 6 - Technical Standards: Technical specifications and standards to be followed

7. Appendix A - Forms and Templates: Standard forms for reporting, invoicing, etc.

8. Appendix B - Insurance Requirements: Detailed insurance coverage requirements and limits

9. Appendix C - Security Protocols: IT security, physical security, and confidentiality protocols

10. Appendix D - Escalation Matrix: Contact details and escalation procedures for various scenarios

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Approved Sub-Vendor List
Background IP
Business Day
Confidential Information
Contract Price
Deliverables
Effective Date
End Client
Force Majeure Event
Foreground IP
Good Industry Practice
GST
Indemnified Parties
Initial Term
Intellectual Property Rights
Key Personnel
Main Contract
Material Breach
Milestones
Notice
Payment Terms
Performance Standards
Primary Vendor
Project
Purchase Order
Quality Standards
Related Party
Renewal Term
Representatives
Schedule of Rates
Scope of Services
Service Credits
Service Levels
Site
Specifications
Sub-Vendor
Term
Third Party Materials
Time for Completion
Working Hours
Work Product
Clauses
Interpretation
Appointment
Term and Termination
Scope of Services
Sub-Vendor Obligations
Primary Vendor Obligations
Performance Standards
Quality Control
Payment Terms
Invoicing
Personnel
Supervision
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Force Majeure
Change Control
Audit Rights
Compliance with Laws
Anti-Corruption
Health and Safety
Environmental Compliance
Records and Reports
Assignment and Subcontracting
Relationship of Parties
Non-Compete
Non-Solicitation
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Counterparts
GST Compliance
Business Continuity
Site Access
Equipment and Materials
Security Requirements
Step-in Rights
Exit Management
Relevant Industries

Information Technology

Manufacturing

Construction

Professional Services

Telecommunications

Healthcare

Financial Services

Logistics and Supply Chain

Engineering

Retail

Energy and Utilities

Automotive

Aerospace and Defense

Relevant Teams

Legal

Procurement

Operations

Supply Chain

Risk and Compliance

Finance

Project Management Office

Commercial

Vendor Management

Technical Operations

Quality Assurance

Business Development

Relevant Roles

Procurement Manager

Contract Manager

Legal Counsel

Project Manager

Operations Director

Supply Chain Manager

Vendor Management Specialist

Commercial Director

Chief Operating Officer

Risk Manager

Compliance Officer

Business Development Manager

Technical Director

Finance Manager

Category Manager

Industries
Indian Contract Act, 1872: Fundamental law governing contract formation, validity, performance, and breach. Essential for defining the basic framework of the sub-vendor agreement.
Goods and Services Tax (GST) Act, 2017: Regulates taxation aspects of goods and services. Important for defining tax obligations and compliance requirements in the agreement.
Information Technology Act, 2000: Governs electronic records and digital signatures. Relevant for digital communications and electronic execution of the agreement.
Indian Copyright Act, 1957: Protects original works and intellectual property. Important for clauses related to IP rights and ownership of deliverables.
The Patents Act, 1970: Relevant for protecting any patentable innovations or technologies involved in the sub-vendor relationship.
Competition Act, 2002: Ensures fair competition and prevents anti-competitive practices. Important for non-compete and exclusivity clauses.
Specific Relief Act, 1963: Governs remedies available for breach of contract. Essential for enforcement and dispute resolution clauses.
Arbitration and Conciliation Act, 1996: Provides framework for alternative dispute resolution. Important for dispute resolution mechanisms in the agreement.
Indian Partnership Act, 1932: Relevant if dealing with partnership firms as sub-vendors. Determines their capacity to contract.
Companies Act, 2013: Relevant when dealing with corporate entities. Determines their capacity to contract and corporate compliance requirements.
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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