SayPro Contract Drafting Template

This Contract Agreement is made effective as of [Date], by and between:

• SayPro, a [State/Country] corporation, having its principal place of business at [Address] (hereinafter referred to as “Buyer” or “SayPro”) AND
• [Supplier Name], a [State/Country] corporation, having its principal place of business at [Supplier Address] (hereinafter referred to as “Supplier”).

RECITALS

WHEREAS, the Buyer desires to purchase products and/or services from the Supplier; and

WHEREAS, the Supplier is engaged in the business of providing products and/or services, and has agreed to provide such products and/or services to the Buyer under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereby agree as follows:

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1. DEFINITIONS

1.1 “Products” means the goods described in Schedule A attached to this Agreement.

1.2 “Services” means the services described in Schedule B attached to this Agreement.

1.3 “Contract Price” refers to the total price agreed upon for the products/services provided under this Agreement as specified in Section 4.

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2. SCOPE OF WORK

2.1 Products/Services:
The Supplier agrees to deliver the following products/services as outlined in the attached Schedules (Schedule A for Products and Schedule B for Services).

2.2 Modifications:
Any changes to the scope of work must be made in writing and signed by both parties before becoming part of this Agreement.

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3. TERM OF AGREEMENT

3.1 Duration:
This Agreement shall begin on the Effective Date and shall remain in effect for a period of [number] years/months unless terminated earlier pursuant to Section 10.

3.2 Renewal:
This Agreement may be renewed upon mutual written consent of both parties for an additional term of [duration], provided that both parties are in good standing.

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4. PRICE AND PAYMENT TERMS

4.1 Contract Price:
The total price for the products/services shall be [Total Price] as specified in Schedule A (Products) and Schedule B (Services).

4.2 Payment Schedule:
Payment shall be made by the Buyer in accordance with the following schedule:

• [Percentage]% upon signing of this Agreement.
• [Percentage]% upon delivery of [milestone or goods].
• [Percentage]% upon final acceptance.

4.3 Payment Method:
Payments will be made by [payment method, e.g., wire transfer, check] to the Supplier’s designated account.

4.4 Late Payment Penalty:
Any payment not received within [Number] days of the due date will be subject to a [percentage]% late fee.

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5. DELIVERY TERMS

5.1 Delivery Schedule:
The Supplier agrees to deliver the products/services according to the schedule set forth in Schedule C.

5.2 Shipping and Risk of Loss:
Shipping shall be arranged by [Buyer/Supplier], and the risk of loss for products shall pass to the Buyer upon delivery at [delivery location].

5.3 Delays:
If the Supplier anticipates a delay in the delivery of products/services, the Supplier must notify the Buyer in writing at least [number] days prior to the original delivery date.

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6. QUALITY AND INSPECTION

6.1 Product/Service Quality:
The Supplier warrants that all products/services delivered under this Agreement will conform to the specifications and standards described in the attached Schedules and will be of merchantable quality.

6.2 Inspection and Acceptance:
The Buyer shall have [number] days from receipt of the products/services to inspect and accept them. If the Buyer finds any defects or discrepancies, the Supplier shall correct or replace them at no cost to the Buyer.

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7. CONFIDENTIALITY

7.1 Confidential Information:
Each party agrees to keep confidential any proprietary or sensitive information received from the other party during the term of this Agreement, including but not limited to business strategies, trade secrets, or financial information.

7.2 Use of Confidential Information:
Confidential information may only be used for purposes of fulfilling the obligations under this Agreement. This clause shall remain in effect for [duration] after the termination of this Agreement.

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8. WARRANTIES AND GUARANTEES

8.1 Product/Service Warranties:
The Supplier warrants that all products/services provided under this Agreement are free from defects in material and workmanship for a period of [time period] from the date of delivery.

8.2 Remedy for Defects:
If any product/service fails to meet the warranty, the Supplier agrees to repair or replace the defective product/service at no additional cost to the Buyer.

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9. LIABILITY AND INDEMNITY

9.1 Supplier’s Liability:
The Supplier shall be liable for any damage, loss, or injury resulting from the use of the products/services supplied under this Agreement, including liability arising from defects in design, manufacturing, or performance.

9.2 Indemnity:
The Supplier agrees to indemnify and hold harmless the Buyer, its officers, employees, and agents, from any claims, losses, damages, or expenses arising from the Supplier’s breach of this Agreement or from the Supplier’s negligence.

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10. TERMINATION

10.1 Termination for Convenience:
Either party may terminate this Agreement upon [number] days’ written notice to the other party.

10.2 Termination for Cause:
Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and fails to cure such breach within [number] days after written notice.

10.3 Effects of Termination:
Upon termination, the Buyer shall pay the Supplier for all goods/services delivered up to the termination date. The Supplier shall return all Buyer-owned property in its possession.

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11. DISPUTE RESOLUTION

11.1 Negotiation:
In the event of a dispute, the parties shall first attempt to resolve the issue through good-faith negotiations.

11.2 Mediation/Arbitration:
If a dispute cannot be resolved through negotiation, the parties agree to submit to mediation or arbitration as per the rules of [Arbitration Association].

11.3 Jurisdiction:
Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in [Jurisdiction].

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12. GENERAL PROVISIONS

12.1 Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of [State] without regard to its conflict of laws principles.

12.2 Force Majeure:
Neither party shall be liable for failure to perform its obligations under this Agreement if such failure is due to unforeseen circumstances beyond its reasonable control, including but not limited to acts of God, war, strikes, or supply chain disruptions.

12.3 Entire Agreement:
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, written or oral, relating to the subject matter hereof.

12.4 Amendments:
Any amendment or modification of this Agreement must be in writing and signed by both parties.

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13. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Buyer (SayPro):
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________

Supplier:
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________

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Attachments:

• Schedule A – Product Specifications and Pricing
• Schedule B – Service Specifications and Pricing
• Schedule C – Delivery Schedule
• Schedule D – Payment Terms

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This SayPro Contract Drafting Template provides a clear structure for creating a final contract after terms have been negotiated, ensuring that all key elements such as pricing, delivery, quality assurance, and legal terms are captured. Customize the schedules and details as necessary to fit specific agreements.