The purpose of this policy is to establish guidelines and procedures to be followed by all employees of a company for legal review of proposed or actual activities and other matters related to vendors, which may impose a legal obligation to a company and required approvals prior to signing vendor contracts on behalf of the company. This policy serves as an essential framework for all company employees, detailing the processes required for the legal review, approval and execution of vendor contracts to ensure compliance with legal standards and corporate policies. It includes definitions of vendor contracts, delineates the scope of services, contractual timelines, pricing structures, and terms and conditions.

It also specifies the roles and responsibilities of various company stakeholders, including legal, department heads and executive leadership, in the vendor contracting process. Moreover, the document addresses the need for caution in oral agreements, the necessity of formal written contracts, and the steps for contract negotiation, review and finalization. By adhering to this policy, companies aim to maintain rigorous control over its contractual engagements, minimize legal risks, and ensure that all vendor relationships are managed systematically and efficiently, aligning with the company's strategic objectives and compliance requirements.

Under this policy, a vendor contract is any agreement that includes the following:

• Both parties have the required legal capacity to enter the vendor contract.
• Each of the parties to be bound to consent to the vendor contract.
• The subject of the vendor contract is lawful.
• The vendor contract is supported by sufficient cause or consideration.