Vendor and Partnership Agreements

A business’s vendor and partnership relationships are the infrastructure of its operations. The suppliers who deliver the inputs. The technology platforms the business runs on. The distribution partners who reach the customers. The strategic alliances that expand the business’s reach. Each of these relationships is governed by a contract, and each contract reflects either a deliberate allocation of risk or a default one, where one side’s standard terms govern and the other side accepted them without fully understanding what they said.

As Fractional General Counsel, Victoria manages the vendor and partnership agreement function as an ongoing part of the business relationship, not as a one-off engagement each time a new agreement needs attention. That means reviewing incoming vendor agreements before they’re signed, negotiating terms that better protect the business, drafting the business’s own standard form agreements for relationships where it controls the paper, and maintaining a working knowledge of the vendor and partner landscape so that when a dispute or a renegotiation arises, there’s no learning curve.

The provisions that matter most in vendor agreements are often the ones that seem like standard boilerplate: limitation of liability caps, indemnification obligations, IP ownership of work product, data security and privacy requirements, audit rights, termination triggers and notice requirements. These provisions determine the outcome of disputes that haven’t happened yet. Victoria reads them with that in mind.

For businesses in industries where vendor relationships carry regulatory dimensions, financial services, healthcare-adjacent, consumer-facing regulated services, the vendor agreement function also includes the compliance layer: ensuring that vendor and partner agreements meet the regulatory requirements that apply to the business’s industry.