Marketplace Vendor Agreement

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 2,247 reviews

Jump to Section

Need help with a legal contract?

Post Project Now

Post Your Project (It's Free)

Get Bids to Compare

 Hire Your Lawyer

What Is a Marketplace Vendor Agreement?

A marketplace vendor agreement is a legal document between a vendor (seller) and an online marketplace business. This document lays out terms and conditions for the vendor to sell goods or services on the marketplace’s platform.

In addition to establishing regulations and permissions, the vendor agreement also outlines services the seller can access during their ongoing participation on the platform.

The vendor agreement may accompany a Statement of Work (SoW) from the vendor. The Statement of Work is a way marketplaces can manage a vendor or freelance contractor using their platform.

A Statement of Work is a legally binding document that details the scope of work or products the vendor or contractor will perform or deliver, timelines, payment terms, liabilities, and other responsibilities.

Within the marketplace vendor agreement, the company may include a sales commission agreement that allows the seller to freely operate on their platform in exchange for a percentage of their sales.

Here is an example of a commission agreement template that you can review.

What Is a Marketplace Vendor?

A marketplace vendor is a seller or the supply-side of a marketplace. For example, people who hail a car on Uber hire a marketplace vendor, the car's driver. For Airbnb, the marketplace vendor would be the host providing their property for short-term rentals.

Using an online marketplace allows someone to become an e-commerce vendor. Although they are considered self-employed, they must still follow the terms and conditions of the marketplace to keep their store open.

The marketplace “leases” a digital space to the seller in exchange for commission or subscription fees.

Here is an article where you can learn more about the definition of a marketplace and how it’s evolved over the years.

Meet some lawyers on our platform

Samuel R.

22 projects on CC
View Profile

Michael K.

50 projects on CC
View Profile

Tabetha H.

6 projects on CC
View Profile

Max M.

87 projects on CC
View Profile

What Needs to Be Included in a Marketplace Vendor Agreement?

Each marketplace will establish its own terms and conditions, so agreements will vary by the marketplace. That being said, you will still find several common characteristics in any legally sound marketplace vendor agreement.

  • Scope of services : The agreement should outline exactly what the vendor may use the marketplace for, e.g., the direct sale of goods or services to the public.
  • Parties involved : The marketplace and vendors should be listed at relevant points. For example, the company that runs the marketplace, the vendor's name and any affiliated e-commerce stores should be included.
  • Payment terms : The agreement should explain how the marketplace will collect money from the vendor, how much the vendor is subject to pay, and what payment methods the marketplace accepts.
  • A dispute resolution process : Dispute resolution clauses outline the legal steps either party will take if one fails to uphold their obligations in the agreement.
  • Effective start and end dates : The start and end dates should reflect exactly when the vendor agreement goes into effect and when it ends. The marketplace should mention how subscription renewals, and auto-renewals, impact the end date.
  • Disclaimers and liabilities : The marketplace should limit its liability by stating what damages it will not cover for the vendor. This can include personal damages, personal injury, and lost wages while advertising or selling on the platform.
  • Signatures and dates of all parties : The marketplace and vendors must sign and date the vendor agreement form to be legally enforceable. Without signatures and dates, there is no evidence that the parties agreed to the contract's terms.

Many marketplaces may expand their vendor agreements to reflect elements specific to their platform. For example, additional services that are not included in a subscription may affect the vendor’s total financial liability.

It is a good idea to list these services, their costs, and how a seller will be billed if they elect to purchase them.

In addition, vendors may sign a vendor confidentiality agreement to keep certain information about sellers and the marketplace private.

Here is an article about different types of legal agreements in online marketplaces.

ContractsCounsel Marketplace Vendor Agreement Image

Image via Pexels by RODNAE Productions

Who Uses a Marketplace Vendor Agreement?

Anyone who sells goods or services through a marketplace will need to sign a marketplace vendor agreement. While some marketplaces may not require a vendor agreement, most do. This protects the company from liabilities in the event of injury, damages, or other losses the vendor experiences.

Using a standard vendor agreement also gives the vendor certain rights on the platform that they cannot have revoked. For example, if someone signs up for a one-year subscription to a service, having the signed agreement helps them demonstrate their legal right to use the marketplace for the length of their subscription term.

Do I Need Two Agreements for a Marketplace Vendor and a Marketplace Customer?

Yes, you will need to provide a different agreement for the customer. The terms and conditions of being a vendor are not the same for customers who purchase goods or services through the marketplace.

Using a marketplace customer agreement (sometimes a Term of Service ) allows your company to give the customers an extra layer of protection while waiving the company for liability if vendors do not provide services as advertised.

For example, imagine a client orders a logo design through a freelance graphic designer on a marketplace like Upwork. By signing a customer agreement, the client cannot hold UpWork legally accountable if the freelance designer fails to meet expectations or deliver the product properly.

However, per the marketplace vendor agreement, the customer could report the vendor. The vendor may lose their right to sell on the marketplace if they do not fulfill customers’ orders or adhere to the company’s sales policies.

Here is an article that explores the current limits of marketplace liability and its effects on customers.

Why Is a Marketplace Vendor Agreement Important?

There are several reasons why using a marketplace vendor agreement is important.

  1. It ensures that the marketplace applies and collects sales tax as required in their sellers’ states.
  2. It provides liability limitations for the marketplace.
  3. It establishes regulations and terms and conditions for platform use that the vendor must follow.

The vendor agreement can also lay out guidelines for a vendor's services. The agreement minimizes the marketplace’s risks while setting clear rules, boundaries, and expectations for the vendor.

A standard vendor agreement protects the company and vendor more than no agreement. Without any, there could be a large risk of marketplace abuse, and the company could take vendors’ profits without any way for the seller to prove what they were owed legally.

A vendor is someone who runs a business. The marketplace is, in a sense, a partner in that business. Although they do not own the vendor’s company in any way, their platform is what allows customers to patronize the vendor.

So, having a marketplace vendor agreement ensures that the vendor and the marketplace are equally protected and follow appropriate conduct.

Here is an article about marketplace seller state guidelines that may be enforced in a vendor agreement.

How Do I Draft a Marketplace Vendor Agreement?

If necessary, you can download a free vendor agreement online and a commission agreement template. Contract templates allow you to easily modify the agreement's contents to reflect each client's needs.

You could also contact an internet lawyer well-versed in business and contract law. They can draft a marketplace vendor agreement for you that covers all your company's most important liabilities and needs.

Although templates are a good way to begin any contract, you should ensure that all the necessary elements are in place to prevent legal disputes. Consider sending your draft to a lawyer for review to ensure it fully covers your business. In most cases, marketplaces have nuanced services or products, so it may be hard to find a legal template that fits your use case.

Likewise, vendors may consider reaching out to a lawyer to review an agreement if they are unsure about the contract terms, conditions, and other elements.

Here is an article to review a vendor agreement template.

Post a project in ContractsCounsel’s marketplace to receive flat fee bids from lawyers for your project. All lawyers have been vetted by our team and peer-reviewed by our customers for you to explore before hiring.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Marketplace Vendor Agreement Lawyers

View Kamilah
Member Since:
July 24, 2020

Kamilah H.

attorney
Free Consultation
Get Free Proposal
Long Beach, CA
13 Yrs Experience
Licensed in CA
Whittier Law School

I am a top-performing bi-lingual legal services professional with a proven record of success. Reputation of assessing and evaluating client’s needs and providing individualized solutions in line with those needs while efficiently handling multiple tasks simultaneously. Able to create a collaborative work environment ensuring business objectives are consistently met. Seeking an attorney role within a legal setting to apply skills in critical thinking, executive communications, and client advocacy.

View Cynthia
Member Since:
July 24, 2020

Cynthia F.

Managing Partner
Free Consultation
Get Free Proposal
Los Angeles, CA
12 Yrs Experience
Licensed in CA
Western State - College of Law

I run a small law firm in Pasadena, CA. I have been practicing for almost 10 years and the other attorneys at my firm each have 12+ years of experience. We focus on business and employment law, protecting and defending business owners. While my clients are all sizes, I particularly enjoy helping smaller companies and individuals manage their legal needs without the high price tag.

View Scott
Member Since:
July 28, 2020

Scott S.

Principal
Free Consultation
Get Free Proposal
New York, NY
41 Yrs Experience
Licensed in NY
New York University School of Law

I have over 25 years' experience representing individual and company clients, large and small, in transactions such as mergers and acquisitions, private offerings of securities, commercial loans and commercial endeavors (supply contracts, manufacturing agreements, joint ventures, intellectual property licenses, etc.). My particular specialty is in complex and novel drafting.

View Jessica
Member Since:
January 16, 2021

Jessica K.

Litigation Attorney
Free Consultation
Get Free Proposal
Florida
6 Yrs Experience
Licensed in FL
University of Florida Levin College of Law

I assist individuals and businesses across the state of Florida with contract drafting, contract interpretation, and issues that may arise because of contract terms, including demands (cease-and-desist letters) and litigation. I have experience with general service contracts, non-compete agreements, privacy policies, website terms, settlement agreements, and many other contracts. Please reach out if I can help you with a contract-related project!

View Brianna
Member Since:
June 16, 2021

Brianna N.

Attorney
Free Consultation
Get Free Proposal
New York
6 Yrs Experience
Licensed in NY
Touro Law School

Brianna is a well-respected New York licensed attorney with a Juris Doctorate degree in law from Touro College Jacob D. Fuchsberg Law School and bachelor’s degree in Business Administration and Management from Dowling College. Since becoming an attorney, she has practiced in various areas including business law, corporate law, residential real estate, commercial real estate, criminal law, traffic law, employment law, landlord tenant law, estate planning, and has represented intermediaries in procurement and the personal protective equipment industry. Brianna has broad and extensive business experience; She is an entrepreneur and co-owner of a microtechnology manufacturing company that was built by her and her partner, where she also served as the Chief Legal Officer and Human Resource Manager for the company. While building the manufacturing business, she created a brokerage firm for business transactions and has managed several other businesses which she has ownership interest in. Brianna’s involvement in these various businesses over the past 15 years provides a unique skillset to her clients; Not only does she understand contractual principals and obligations from a legal perspective while drafting and negotiating agreements, but she also has the foresight, experience, and ability to ensure the agreement reflects the practical aspects of the business. Based on the client’s needs and desired outcome, she has the forethought to cover different angles that would be overlooked from a legal standpoint, and as a result she is able to help prevent unforeseen business ramifications. She conducts extensive risk assessments on behalf of her clients and minimizes exposure to potential liability without “over lawyering” agreements. One of Brianna’s main areas of focus is drafting and negotiating agreements. Negotiation is a passion of hers which was applied in law school while she was a member of the Alternative Dispute Resolution Society, notably winning Touro Law School’s intraschool negotiation competition. In her more recent years, Brianna has removed herself from her various business interests to focus on her law practice. Brianna has a strong moral compass and believes in quality over quantity. She treats every client as a top priority; thus, she will not take on many cases at a time because she wants to give each client the focus and attention they deserve. She has sharp attention to detail and is a forceful advocate for every client. Brianna has broad and extensive business experience; She is an entrepreneur and co-owner of a microtechnology manufacturing company that was built by her and her partner, where she also served as the Chief Legal Officer and Human Resource Manager for the company. While building the manufacturing business, she created a brokerage firm for business transactions and has managed several other businesses which she has ownership interest in. Brianna’s involvement in these various businesses over the past 15 years provides a unique skillset to her clients; Not only does she understand contractual principals and obligations from a legal perspective while drafting and negotiating agreements, but she also has the foresight, experience, and ability to ensure the agreement reflects the practical aspects of the business. Based on the client’s needs and desired outcome, she has the forethought to cover different angles that would be overlooked from a legal standpoint, and as a result she is able to help prevent unforeseen business ramifications. She conducts extensive risk assessments on behalf of her clients and minimizes exposure to potential liability without “over lawyering” agreements. Additionally, she specializes in drafting and negotiating agreements. Negotiation is a passion of hers which was applied in law school while she was a member of the Alternative Dispute Resolution Society, notably winning Touro Law School’s intraschool negotiation competition. In her more recent years, Brianna has removed herself from her various business interests to focus on her law practice. Brianna has a strong moral compass and believes in quality over quantity. She treats every client as a top priority; thus, she will not take on many cases at a time because she wants to give each client the focus and attention they deserve. She has sharp attention to detail and is a forceful advocate for every client.

View Jeff
Member Since:
July 31, 2020

Jeff C.

Outside General Counsel / Business Attorney
Free Consultation
Get Free Proposal
Colorado
35 Yrs Experience
Licensed in CO, OR
University of Oregon

Experienced and broad based corporate/business attorney and Outside General Counsel (OGC), for start-ups, small businesses and growing companies of all sizes, advising and assisting clients with corporate and LLC formation, contracts and agreements, internet and terms of use/service agreements, trademarks and intellectual property protection, the purchase and sale of businesses (M&A), labor and employment matters, compliance and risk management, corporate governance, and commercial leasing matters. See other reviews on my website at www.ogcservices.net/reviews

View Christopher
Member Since:
August 3, 2020

Christopher J.

Attorney and Counselor at Law
Free Consultation
Get Free Proposal
Ann Arbor, MI
23 Yrs Experience
Licensed in MI
Detroit College of Law at Michigan State University

Experienced attorney focusing on estate planning, probate administration, business formation and counseling, and consumer bankruptcy.

Find the best lawyer for your project

Browse Lawyers Now

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call