Supplier Relationship Agreement Template for India

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Key Requirements PROMPT example:

Supplier Relationship Agreement

"I need a Supplier Relationship Agreement for a software development company in Bangalore that will be supplying custom AI modules to our company, with specific focus on data protection and intellectual property rights, to be effective from March 2025."

Document background
The Supplier Relationship Agreement serves as a cornerstone document for managing commercial relationships between businesses and their suppliers in India. This agreement is essential when establishing long-term or significant supply arrangements, whether for goods, services, or both. It should be used when a company needs to formalize its relationship with key suppliers, ensuring clear terms for quality, delivery, pricing, and performance standards. The document incorporates provisions compliant with Indian contract law, GST regulations, and other relevant legislation, while addressing critical aspects such as intellectual property rights, confidentiality, and dispute resolution. The agreement is particularly important for businesses operating in regulated industries or dealing with critical supplies, as it provides a comprehensive framework for managing supplier relationships, mitigating risks, and ensuring business continuity.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers

2. Background: Context of the agreement, relationship between parties, and purpose of the arrangement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Scope of Supply: Detailed description of goods/services to be supplied, including quality standards and specifications

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Ordering Process: Procedures for placing and accepting orders, including purchase orders and confirmations

7. Pricing and Payment: Price structure, payment terms, invoicing requirements, and tax considerations

8. Delivery and Acceptance: Delivery terms, timelines, acceptance criteria, and inspection rights

9. Quality Requirements: Quality standards, testing procedures, and quality assurance processes

10. Warranties and Representations: Supplier warranties regarding goods/services, capacity to contract, and compliance with laws

11. Compliance and Records: Regulatory compliance requirements and record-keeping obligations

12. Intellectual Property Rights: Ownership and usage rights of IP, including pre-existing IP and newly created IP

13. Confidentiality: Protection of confidential information and trade secrets

14. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

15. Force Majeure: Events excusing performance and procedures for handling force majeure situations

16. Termination: Grounds for termination, notice requirements, and consequences of termination

17. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

18. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Environmental Compliance: Required for suppliers in industries with environmental impact or when handling hazardous materials

2. Data Protection: Necessary when personal data processing is involved in the supply relationship

3. Import/Export Controls: Required for international suppliers or when dealing with controlled goods

4. Anti-Corruption Compliance: Important for high-value contracts or when dealing with government entities

5. Business Continuity: Relevant for critical suppliers or long-term strategic relationships

6. Security Requirements: Necessary when supplier has access to sensitive systems or information

7. Social Responsibility: Important for companies with strong CSR policies or in sensitive industries

8. Training and Support: Required when supplier must provide training or ongoing support services

9. Audit Rights: Important for regulated industries or when quality/compliance verification is crucial

10. Performance Metrics: Useful for complex service arrangements requiring specific performance measurements

Suggested Schedules

1. Schedule 1 - Products/Services Specification: Detailed technical specifications of goods/services to be supplied

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or pricing mechanisms

3. Schedule 3 - Service Levels: Performance metrics, KPIs, and service level requirements

4. Schedule 4 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria

5. Schedule 5 - Key Personnel: Details of key supplier personnel assigned to the relationship

6. Schedule 6 - Approved Subcontractors: List of approved subcontractors and their roles

7. Schedule 7 - Contract Managers and Escalation Matrix: Contact details and escalation procedures for both parties

8. Schedule 8 - Forms and Templates: Standard forms for purchase orders, change requests, and reports

9. Appendix A - Compliance Requirements: Specific regulatory and compliance requirements applicable to the supply

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

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Pharmaceutical

Automotive

Electronics

Food and Beverage

Construction

Telecommunications

Energy

Healthcare

Chemical

Logistics

Professional Services

Industrial Equipment

Relevant Teams

Procurement

Legal

Supply Chain

Operations

Finance

Compliance

Risk Management

Quality Assurance

Vendor Management

Commercial

Relevant Roles

Procurement Manager

Supply Chain Director

Legal Counsel

Contract Manager

Chief Operating Officer

Vendor Management Specialist

Quality Assurance Manager

Commercial Director

Risk Management Officer

Compliance Officer

Operations Manager

Finance Director

Category Manager

Strategic Sourcing Manager

Chief Financial Officer

Industries
Indian Contract Act, 1872: Fundamental law governing contract formation, validity, performance, and breach of contracts in India. Essential for defining basic contractual terms, conditions, and remedies.
Goods and Services Tax (GST) Laws: Crucial for determining tax implications and compliance requirements in supplier relationships, including interstate supplies and input tax credits.
Competition Act, 2002: Ensures fair competition and prevents anti-competitive practices in supplier relationships, including exclusive dealing arrangements and abuse of dominant position.
Information Technology Act, 2000: Relevant for electronic records, digital signatures, and online transactions in modern supplier relationships.
Sale of Goods Act, 1930: Governs the transfer of property in goods, including conditions and warranties in sales contracts.
Arbitration and Conciliation Act, 1996: Framework for dispute resolution through arbitration, important for including effective dispute resolution clauses.
Foreign Exchange Management Act, 1999: Relevant for international supplier relationships, governing foreign exchange transactions and cross-border payments.
The Specific Relief Act, 1963: Provides remedies for breach of contract, including specific performance and injunctive relief.
Indian Copyright Act, 1957: Protects intellectual property rights in supplied materials, particularly relevant for software and creative works.
Patents Act, 1970: Important for protecting technological innovations and industrial processes in supplier relationships.
Consumer Protection Act, 2019: Relevant when the supply chain ultimately affects consumer rights and product liability.
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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