Services & Supply Agreement

Last Updated: 01/29/2026

Table of Contents

Agreement Structure and Purpose

This Services & Supply Agreement (“Agreement”) is entered as of the Effective Date between Venterra and Vendor, each as defined on the signature block hereto. The Agreement consists of this Agreement and any Statements of Work (“SOW”) or Purchase Orders (each a “PO” and together with an SOW, the “Orders”) executed by the Parties. Each Order is incorporated herein and describes specific services (“Services”) and/or Goods (as defined below) to be provided by Vendor. The Vendor and Venterra may each be referred to as a “Party” and collectively, the “Parties.”

Term and Extension

The Agreement begins on the Effective Date, as defined in the signature block hereto, and continues until the latest expiration of any Order, unless terminated earlier as provided therein. Venterra may terminate the Agreement or any Order for: (i) material breach or persistent breach, after written notice to Vendor and ten (10) days’ opportunity to cure; or (ii) convenience on thirty (30) days’ prior written notice, or immediately for (a) Vendor insolvency, (b) Vendor’s change of control, (c) Force Majeure (as defined in the applicable Order), (d) assignment for the benefit of creditors, debtors relief, or under bankruptcy, as provided in each state or province, or (e) regulatory change. Vendor may terminate for Venterra’s non-payment of material undisputed amounts after providing written notice and thirty (30) days’ opportunity to cure. In the event of a termination, Venterra will pay Vendor for any undisputed Services or Goods provided through the date of termination on the final date of Service or delivery of Goods. In no other event will Venterra be responsible for the payment of any fee, payment, or penalty.

Purchase of Goods

Venterra and its Affiliates (“Affiliate” will mean any entity controlling, controlled by, or under common control with Venterra) may order supplies, items, goods, or materials (“Goods”) by issuing Order s referencing this Agreement. Each Affiliate may issue its own Order. Neither Venterra nor any Affiliate is liable for another Affiliate’s obligations. Vendor must not ship Goods before receiving an Order. For each Order, time is of the essence and Venterra may terminate an Order if delivery is late. Unless otherwise specified, Vendor will ship Goods delivery duty prepaid to Venterra’s destination using the least expensive method to meet the delivery requirements, include a packing slip, and Vendor will not charge for packing, shipment, or handling. Vendor is liable for damage due to improper packing or marking. Risk of loss will only pass to Venterra upon delivery at Venterra’s destination. At Vendor’s expense, Venterra may return (i) any Goods received in excess of the Order requirements; (ii) any Goods which do not conform to the specifications in the applicable Order; and (iii) any Goods which appear damaged for refund or credit.

Services and Responsibilities

Vendor will provide Services as described in each Order, in accordance with the Agreement. Venterra and Vendor will perform their respective responsibilities as set forth in each Order. Vendor’s obligation to perform is excused only if (i) a Force Majeure event occurs; or (ii) Venterra’s failure to perform directly prevents Vendor’s performance and Vendor has taken reasonable steps to mitigate including without limitation promptly notifying Venterra of any of Venterra’s failures which prevent Vendor’s performance. Vendor will comply with all applicable laws, Venterra policies, and Venterra directives. Vendor must conform Services to regulatory changes at its expense if such changes apply to other customers.

Acceptance, Rejection, Substitution

No changes or substitutions to Goods in Order s submitted are permitted without Venterra’s prior written consent. Venterra may request direct changes to orders of Goods (“Directed Change”) in writing to Vendor. Vendor must notify Venterra within twenty (20) days if a Directed Change affects price or delivery, with supporting documentation. No adjustments in price or delivery will be made if Vendor fails to notify Venterra of such resulting adjustments within the aforementioned notice period. Upon proper notice, the Vendor will provide Venterra with a commercially reasonable and equitable adjustment to the price and/or delivery date to reflect the effect of a Directed Change. The Parties will negotiate in good faith to resolve disputes which may arise from a Directed Change, and during such time Vendor will continue performance pending resolution of any dispute over a Directed Change. All Goods purchased under this Agreement and any Order s are subject to Venterra’s inspection, testing, and approval. Venterra may reject Goods that do not conform to Specifications. “Specifications” will mean the requirements for Goods as set forth in an Order. Title passes to Venterra only upon acceptance of conforming Goods. Goods that do not meet the Specifications (“Nonconforming Goods”) will be subject to remedies for Nonconforming Goods as set forth in the Warranty section.

Charges, Taxes, and Payment

Venterra will pay Vendor the amounts specified in the applicable Order. Disputed charges will be resolved per expedited dispute procedures. Each Party will be responsible for its own taxes, unless otherwise required by law. Vendor will render an invoice or invoices in a form specified by Venterra and otherwise in reasonable detail for the charges incurred in each month. Vendor will identify all taxes, Service Level Credits, defined below, (or any other credits due to Venterra) and pass through charges for the month in each such invoice. Vendor may not mark-up any pass through charges. All amounts due to Vendor and set forth on a correct invoice delivered to Venterra will be due and payable within thirty (30) days of Venterra’s receipt of such invoice. For Goods, prices are as set forth in the applicable Order ’s pricing schedule. Such prices will remain the same for twelve (12) months, and may only be increased by mutual written agreement, not more than once per year, and not to exceed the lesser of three (3) percent per year or the change in CPI per year, unless otherwise agreed by the Parties. Invoices must reference the Agreement and Order and be in a format acceptable to Venterra. Venterra may dispute charges and withhold payment of disputed amounts without interest, and will provide notice of any disputed charges within fifteen (15) days of discovery of the basis of the dispute. Venterra may deduct amounts owed by Vendor from payments due to Vendor. Invoices received more than ninety (90) days after delivery or termination will not be paid. Vendor warrants all Goods are delivered free of liens or encumbrances. Vendor must settle all claims or liens within fifteen (15) days of notice of any such lien or encumbrance. Venterra may withhold payment used to settle claims on Vendor’s behalf if Vendor fails to do so, but is under no obligation to do so.

Service Levels and Credits

Without limiting Venterra’s other remedies, Vendor’s breach of any of the warranties in Section 8.1 herein will result in Service Level Credits, which Venterra may offset against future charges or pursue additional remedies. “Service Level Credits” means credits for the reduced value of the Services, which Vendor will apply against the payments owed to Vendor for the month in which the Service Level Credits were incurred, or as otherwise agreed by the Parties.

Warranties

Service Warranties

Vendor represents and warrants that: (i) the Services will meet or exceed the Specifications provided in any Order, and will conform to the description of the Services set forth in each Order and to general industry standards for the Services offered by Vendor pursuant to the Agreement; (ii) it will render Services using personnel that have the necessary knowledge, training, skills, experience, qualifications, and resources to provide and perform the Services in accordance with the Agreement and any applicable Order; (iii) it will render Services in a prompt, professional, diligent, and workmanlike manner, consistent with industry standards applicable to the performance of such Services and the law; (iv) the Services provided will be free from defects in workmanship, design and material; (v) the Services provided will not infringe on the intellectual property rights of a third party; and (vi) it will not solicit or hire Venterra’s employees or interfere with Venterra’s business relationships for one year post-termination, except due to general public solicitations.

Goods Warranties

Vendor represents and warrants that: (i) Goods will be new, conform to the Specifications, and are free from defects for twelve (12) months after Venterra places Goods in service (unless such Good’s manufacturer’s warranty is broader or longer, in which case Vendor will obtain and assign it to Venterra at no cost); (ii) Goods will be manufactured by personnel with the requisite skill and knowledge to do so; (iii) the Goods will not infringe on the intellectual property rights of a third party; and (iv) Goods will conform with all applicable legal and regulatory requirements and with industry standards. Without limiting Venterra’s other remedies, Vendor will, at Venterra’s option and at Vendor’s expense, repair, replace, or refund Venterra for any Goods for which any of the aforementioned warranties are breached. Unless otherwise agreed, all warranties relating to defects in the Goods and materials are made jointly by Vendor and by the manufacturer of the Goods and materials. Vendor will assist Venterra in asserting warranty claims against the manufacturer as needed. Repaired or replaced Goods will be warranted for an additional year from acceptance. This Warranty does not cover damage due to Venterra’s negligence, normal wear and tear, unapproved alterations, or Force Majeure.

Compliance and Confidentiality

Vendor will be Importer of Record for imported Goods and comply with CTPAT if applicable. Vendor must provide Safety Data Sheets for hazardous chemicals as required by law. Vendor will maintain compliance with all laws, including privacy and immigration laws. All Venterra data is the exclusive property of Venterra.

Intellectual Property

Vendor expressly acknowledges that the Parties have agreed that all aspects of the work product rendered by Vendor or any of its deliverables hereunder, and all work in process in connection therewith under this Agreement or any Order (collectively, “Work Product”) are to be considered “works made for hire” within the meaning of the United States Copyright Act of 1976, as amended (the “Act”), and that Venterra is to be the “author” within the meaning of such Act, except to the extent that the Work Product incorporates the Vendor’s pre-existing intellectual property (“Background IP”) in which case Vendor grants to Venterra a perpetual, irrevocable, transferable, worldwide, royalty-free license to use such Background IP in relation to the Work Product. All such copyrightable Work Product, as well as all copies of such Work Product in whatever medium fixed or embodied, will be owned exclusively by Venterra at its creation, and Vendor hereby expressly disclaims any interest in any of them. Vendor hereby assigns all rights in such Work Product including without limitation all copyrights and other intellectual property rights to Venterra. Venterra will own all right, title, and interest in and to the Work Product or deliverables created hereunder, including all intellectual property rights therein. Vendor may not use Venterra’s trademarks or intellectual property except as expressly permitted by Venterra in writing. Vendor hereby irrevocably conveys and assigns (and in the case of Work Product not yet developed, hereby covenants upon their development to irrevocably convey and assign) to Venterra the sole and exclusive right, title and interest in and to all such Work Product, including all intellectual property rights therein, and all copies of them, without further consideration, and agrees to assist Venterra to register and enforce, all intellectual property rights and other rights and protections relating to the Work Product created hereunder in any and all countries.

Independent Contractor, Subcontractors, and Third Party Agreements

Vendor, Vendor’s employees, and employees of any subcontractors are not and will not be deemed, employees of Venterra. Vendor will be solely responsible for the payment of compensation (including provision for employment taxes, federal, state, and local income taxes, workers compensation and any similar taxes) and benefits associated with the employment of Vendor’s employees and, as between the Parties, the employees of the Vendor’s subcontractors. Vendor will also be responsible for obtaining and maintaining all requisite work permits, visas, and any other documentation. Vendor represents that Vendor, its employees and its subcontractors who will perform any of the Services or provide the Goods, or any part thereof or related thereto, are authorized to perform Services or provide the Goods under the Agreement. Vendor may not subcontract Services or the manufacture of Goods without Venterra’s prior written consent. Vendor remains responsible and liable for subcontractor performance in all respects. Vendor will manage designated subcontractors, all payments to subcontractors, and obtain necessary consents for provision of Services or Goods.

Audits and Records

Vendor will maintain complete records of all financial and operational matters related to the Services or Goods and provide reasonable access to Venterra for audits. Vendor will retain records for at least five (5) years after completion of the applicable Services or sale of the applicable Goods or as required by law.

Limitation of Liability and Indemnification

Vendor will indemnify Venterra for any losses or claims arising out of or related to any Services or Goods hereunder, infringement by deliverables or Work Product, otherwise arising out of deliverables or Work Product, Vendor’s gross negligence or willful or reckless misconduct, employment claims, Vendor’s subcontractors, property damage, personal injury, regulatory violations, fraud, tax liabilities, and breaches of confidentiality or any data security obligations. Except regarding Vendor’s indemnification obligations or as otherwise provided herein, each Party’s liability is limited to the greater of (i) the insurance coverage indicated herein or in an Order, or (ii) direct damages up to the amount of payments specified in an Order. Neither Party is liable for incidental, consequential, or punitive damages except as expressly provided.

Insurance

Vendor and its subcontractors must comply with the insurance requirements set forth in Venterra’s vendor management portal. The current vendor management portal is NetVendor. If Venterra elects to change providers in vendor management portals, it will notify Vendor of the new provider so that Vendor can continue to comply with this section.

Dispute Resolution and Governing Law

Vendor agrees to continue performing its obligations under the Agreement while any dispute is being resolved, unless and until such obligations are terminated by the termination or expiration of the Agreement, or unless prohibited by law. All rights and obligations of the Parties relating to the Agreement will be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice-of-law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Each Party will bring any suit, action, or other proceeding with respect to the Agreement in a Federal District Court located in Texas unless the jurisdiction of such courts are improper, in which event a Party may bring such suit, action or other proceeding in any court of competent jurisdiction in the Texas state court. Vendor consents to the exclusive jurisdiction of any state or federal court empowered to enforce the Agreement located in the Texas, and waives any objection thereto on the basis of personal jurisdiction or venue. THE PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM, OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE AGREEMENT.

Miscellaneous

The Agreement does not create a partnership or joint venture. Amendments must be in writing and signed by both Parties. Notices must be in writing and delivered to the address specified in the Order. Assignment is not permitted without the prior written consent of the other Party. If any provision of the Agreement will be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and such provision will be deemed to be restated to reflect the Parties’ original intentions as nearly as possible in accordance with applicable law(s). No third party beneficiaries exist except as expressly stated. Vendor may not use Venterra’s name for publicity or take photographs of Venterra’s facilities without written consent.

Liens

To the fullest extent of the law, Vendor will keep the Goods and related property free from liens, and Vendor will defend and indemnify Venterra against such liens and lien claims. To the extent a lien is filed, Vendor will post a bond or otherwise discharge the lien within ten (10) days of notice from Venterra. If Vendor does not timely discharge the lien, Venterra may discharge the lien, including by posting a bond, and recover from Vendor the costs associated with the discharge, including reasonable attorneys’ fees. If requested by Venterra, as a condition precedent to payment, Vendor will include with each invoice a conditional lien waiver in a form acceptable to Venterra. Such conditional lien waivers will be provided for Vendor and any of its subcontractors of any tier.

Survival

Sections regarding payment, confidentiality, indemnification, limitation of liability, insurance, warranty and dispute resolution will survive termination or expiration of the Agreement.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS SERVICES AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THIS SUBJECT WILL CONSIST OF (1) THIS SERVICES AGREEMENT AND (2) EACH STATEMENT OF WORK EXECUTED BY THE PARTIES (INCLUDING THE SCHEDULES THERETO), INCLUDING THOSE AMENDMENTS MADE EFFECTIVE BY THE PARTIES IN THE FUTURE. THIS AGREEMENT SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT DESCRIBED HEREIN. Back to top

Change log

January 29, 2026 – Published First Revision.

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