FREE TEMPLATE · 2026 EDITION

B2B Framework Agreement Template

Create a master agreement for repeat B2B work with order-of-precedence rules, service orders, commercial terms, liability, and termination.

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Document details

Set the date, jurisdiction, and your internal reference. * Required for completion.

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US state*

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Document reference

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2026

B2B Framework Agreement

This document is dated [Document date], under reference [Document reference], for [County], [US state].

1. People & organizations

The first party is [First party legal name], whose address is [First party address] and whose contact details are [First party email] and [First party phone]. The second party is [Second party legal name], whose address is [Second party address] and whose contact details are [Second party email] and [Second party phone].

2. Agreement terms

The framework covers [Covered products / services]. Individual service orders or statements of work are addressed through [Service order / SOW process]. The recorded order of precedence among the framework, orders, specifications, and attachments is [Document order of precedence], and the order-acceptance criteria are [Order acceptance criteria].

Pricing and its adjustment process are [Pricing schedule / adjustment process]. Invoice requirements and payment deadlines are [Invoice and payment deadlines], and tax responsibilities are [Tax responsibilities].

Rights in background materials and newly developed work are described as [Background and developed IP rights].

The initial term and any renewal arrangements are [Initial term and renewals].

3. Covered work and service orders

This framework between [First party legal name] and [Second party legal name] covers [Covered products / services]. Each order or statement of work will be proposed, authorized, and recorded through [Service order / SOW process]. The scope, responsibilities, and commercial commitments for each order must be identifiable in the accepted order and its referenced attachments.

4. Document hierarchy

Conflicts between this framework, an order, specifications, and attachments will be resolved using the agreed hierarchy [Document order of precedence]. The parties will identify the applicable document versions and expressly record any agreed departure from that hierarchy in the accepted order.

5. Acceptance and changes

Order acceptance and the review of supplied work will follow [Order acceptance criteria]. Changes to scope, price, milestones, or responsibilities require acceptance through the recorded order process [Service order / SOW process]. The revised order or written amendment must identify the affected work and documents.

6. Pricing and adjustments

Prices, pricing schedules, and permitted adjustment procedures are [Pricing schedule / adjustment process]. Each accepted order must identify its applicable price basis and any agreed conditions for adjustment. A proposed adjustment will be handled through that recorded procedure.

7. Invoices, payment, and taxes

Invoice content, payment deadlines, and payment arrangements are [Invoice and payment deadlines]. Tax responsibilities are [Tax responsibilities]. The parties will keep the accepted order, invoice, adjustments, and payment record together so amounts and their basis can be reconciled.

8. Background and developed intellectual property

Ownership and permitted use of pre-existing materials and developed work will follow [Background and developed IP rights]. The accepted order should identify the affected materials, any licenses, delivery rights, and conditions required for the agreed ownership or license arrangement.

9. Confidentiality and exclusions

The parties will handle confidential information in accordance with [Confidential information and exclusions]. The recorded terms must identify the information covered, permitted use and disclosure, exclusions, and any applicable return or retention arrangements, subject to mandatory disclosure and protected rights.

10. Data protection and security

Data protection responsibilities are [Data protection responsibilities] and security requirements are [Security requirements]. Before exchanging regulated or personal data, the parties will identify their respective roles and any separately required processing agreement or security attachment. Applicable mandatory obligations remain subject to the governing requirements.

11. Agreed warranties

The warranties and associated conditions expressly agreed for the covered work are [Agreed warranties]. Any order-specific standard, review process, or corrective obligation must be recorded in the accepted documents. No unstated performance guarantee is supplied by an empty warranty field.

12. Risk allocation and insurance

The negotiated liability allocation and limits are [Liability allocation and proposed limits]. Indemnity arrangements are [Indemnity arrangements]. Required insurance and evidence are [Insurance requirements]. These provisions require review for the actual work, proposed exceptions, and applicable mandatory limits before execution.

13. Term, renewal, and termination

The initial term and renewal arrangement are [Initial term and renewals]. Termination grounds, notice, and the treatment of continuing orders will follow [Termination triggers and notice]. The parties will record the resulting work, payment, information return, and surviving obligations in accordance with those agreed terms.

14. Formal notices and dispute process

Formal notices will be delivered through [Formal notice delivery]. Disputes will be handled under [Dispute resolution process]. The parties will retain notice and dispute correspondence with the framework and affected orders. Attachments identified in [Attachments / supporting records] must be supplied to the relevant signers.

Signatures

First party / authorized representative Signature: __________________________________

Printed name: [First signer printed name] · Title: [First signer title] · Date: [Signing date]

Second party / authorized representative Signature: __________________________________

Printed name: [Second signer printed name] · Title: [Second signer title] · Date: [Signing date]

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MAKE THE DOCUMENT WORK FOR YOUR SITUATION

About this b2b framework agreement

A framework agreement sets the standing rules for repeat transactions. Individual service orders or statements of work then specify the work, price, dates, and acceptance criteria. Separating those layers prevents every new order from reopening the whole relationship.

When to use it

Two businesses expect a series of orders or projects rather than a single isolated purchase.
The parties need a common process for pricing changes, approvals, data handling, intellectual property, and disputes.
A buyer wants to reconcile supplier terms with its own purchase-order and security requirements.

What to gather before completing it

Identify the legal entities, signers, notice contacts, and the authority to approve future orders.
Write a document hierarchy: which prevails if the framework, SOW, purchase order, and supplier terms conflict?
Define acceptance by measurable deliverables and an agreed review process. Record dependencies and who can approve scope changes.
Separate pre-existing IP from new work product. Decide the license, ownership transfer conditions, and rights to embedded third-party material.
Negotiate liability, exclusions, indemnity, insurance, and termination with professional review rather than treating them as interchangeable boilerplate.
Determine whether a separate data processing agreement, security schedule, or regulated-sector document is required.

Common mistakes to avoid

Leaving conflicting purchase-order terms unresolved.
Using an unlimited scope with a fixed price and no change procedure.
Promising to transfer rights the supplier does not own.
Recording a liability cap without reviewing excluded claims, remedies, and applicable law.
Ending the framework without explaining what happens to open orders, data, prepaid fees, and unfinished deliverables.

After you complete the document

Give each order an identifier and attach the framework edition it relies on.
Maintain a record of accepted changes and the person authorizing them.
Review performance, pricing changes, insurance, and security obligations at the agreed intervals.

What the template includes

The online builder and downloaded documents use the same fields. A selected state can add relevant research prompts. Complete only applicable items; add explanations for exceptions rather than assuming a blank entry resolves them.

Document details4 inputs +

Set the date, jurisdiction, and your internal reference.

Document date *
US state *
County
Document reference

People & organizations8 inputs +

Use legal names and current contact information.

First party legal name *
First party address *
First party email
First party phone
Second party legal name *
Second party address *
Second party email
Second party phone

Agreement terms19 inputs +

Record the negotiated details. Keep material decisions explicit.

Covered products / services *
Service order / SOW process *
Document order of precedence *
Order acceptance criteria
Pricing schedule / adjustment process *
Invoice and payment deadlines *
Tax responsibilities
Background and developed IP rights *
Confidential information and exclusions
Data protection responsibilities
Security requirements
Agreed warranties
Liability allocation and proposed limits
Indemnity arrangements
Insurance requirements
Initial term and renewals *
Termination triggers and notice
Dispute resolution process
Formal notice delivery

Additional details & signing7 inputs +

Add attachments, exceptions, and the names of authorized signers.

Attachments / supporting records
Exceptions / additional terms
First signer printed name
First signer title
Second signer printed name
Second signer title
Signing date

Practical tips

Be specific. A clear description is easier to verify than a broad label.
Download Word if you need to add an attachment or adjust the layout.
Keep the completed document and supporting records together.

Before signing or submitting

This is a general drafting starting point. Corporate governance, tax treatment, licensing, enforceability, and required notices depend on the transaction and jurisdiction. Obtain appropriate review before signing.