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Fulfillment Services Agreement document preview

What is a Fulfillment Services Agreement?

Distributors and manufacturers often use Fulfillment Services Agreements as a means of defining the scope and payment terms for work that will be performed. As a result of this agreement, both parties will know what to expect. Different from the other websites that you might come across, there's more that Rocket Lawyer offers besides PDF templates. In the event of nonpayment or any other problem, your Rocket Lawyer membership offers the optional benefit of Document Defense® support from an attorney in our network.

When to use a Fulfillment Services Agreement:

  • Your business will be providing fulfillment services to another business or individual.
  • You will be entering into an agreement with a business to receive fulfillment services.

Sample Fulfillment Services Agreement

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Fulfillment Services Agreement



This Fulfillment Services Agreement ("Agreement") is made effective as of , by and between of , , , and of , , .


DESCRIPTION OF SERVICES. Beginning on , shall assume and discharge all product distribution fulfillment responsibilities for , including:



b. packaging and repackaging,


c. inventory maintenance and shipping, and


d. quality control.


shall also perform all marketing, sales, order entry, accounts receivable, collection, and administrative functions related to the distribution of 's products.


Additional services will be provided as described in the attached Exhibit (collectively, the "Services"). The following services (collectively, the "Services") will also be provided by :



PAYMENT. shall be entitled to payment in an amount equal to % of all sales of 's products distributed by , which amount may be retained upon receipt by with no offset or reduction for returns or uncollected receivables. The balance of the money received by from sales of products shall be paid by to .


ACCOUNTS. shall maintain accounts and records of the sale of s products in such form and detail as to enable to verify the accuracy of the product sales and payments made by under the previous Payment section.


TERM. This Agreement


. Upon request, will execute all documents necessary to confirm or perfect the exclusive ownership of to the Work Product.. Upon request, will execute all documents necessary to confirm or perfect the exclusive ownership of to the Work Product.

CONFIDENTIALITY. , and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of , or divulge, disclose, or communicate in any manner, any information that is proprietary to . and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.


Upon termination of this Agreement, will return to all records, notes, documentation and other items that were used, created, or controlled by during the term of this Agreement.


RELATIONSHIP. The relationship created by this Agreement is one of product distribution fulfillment between the parties herein. Nothing herein is intended, or shall be construed, to create an agency, partnership, joint venture or other liability-sharing relationship.


DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:


  a. The failure to make a required payment when due.


  b. The insolvency or bankruptcy of either party.


  c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.


  d. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.


REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.


, or other labor disputes, or supplier failures

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.


SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.


AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.


GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of .


NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.


WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.


SIGNATURES. This Agreement shall be signed on behalf of by , and on behalf of by .






By: Date:






By: Date:



Fulfillment Services Agreement FAQs

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  • Why do manufacturers and distributors use Fulfillment Agreements?

    Regardless of how long you've been in operation, it is always critical to get the details of your work in writing. The following list of benefits may be helpful for you to know:

    • Roles and responsibilities are understood by all
    • There are no surprises about how long the engagement will last
    • Fee-related information is well-defined

    A few unfavorable outcomes from not signing one could include unclear due dates, incorrect assumptions, late payments, and other concerns.

  • What details should a contract for fulfillment services cover?

    Key details needed for your Fulfillment Services Agreement are:

    • The manufacturer's full name and address
    • What tasks you are committed to performing
    • What the start and end dates are
    • How much it will cost and when payment is due

    As expected, this agreement made on Rocket Lawyer also includes the standard legal language with regard to the non-employer relationship between the parties, the protection of private information, dispute resolution, and finally, restitution for losses. When you build your contract, you also will have the ability to determine which state's jurisdiction it falls under. More custom edits are allowed, as well.

  • Where can I make my own fulfillment agreement template online?

    The great news is you don't need to reinvent the wheel to put your contract in writing. With Rocket Lawyer, anyone is able to make Fulfillment Services Agreements online very easily. Your document is built step by step, so you can feel confident that it contains all of the relevant details that you'll need. Typically, for this level of customization, you might end up paying a conventional attorney fees in the hundreds of dollars, if not more.

    If you have any particular questions or hesitations about the process, you can always connect with an attorney . You may also wish to take a look at more business legal documents in our library.

  • Am I required to do anything else once a Fulfillment Services Agreement has been written?

    In order to make the drafted document into a true legal contract, both parties need to sign it. RocketSign® can help with that. Make sure that everyone has a copy of your final agreement. With a membership, you also may print, copy, and/or download it in PDF format or as a Word file when needed.

  • Will someone be able to review my Fulfillment Services Agreement?

    Having a lawyer review your document may take a long time if you do it alone. Another approach might be to request help from Rocket Lawyer attorney services. Rocket Lawyer members are able to ask for a document review from an experienced lawyer or send other legal questions. As a business owner or operator, you can be confident that Rocket Lawyer is here to support you.

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