Business Consortium Offer

BUSINESS CONSORTIUM OFFER

Parties and Proposal

This Business Consortium Offer (the Agreement) is made as of Effective Date: by and between:

Proposal Reference:    Project Name:

WHEREAS Recitals

WHEREAS, Offeror represents that it has the technical capability, management capacity, and financial resources necessary to act as the lead entity for the consortium to pursue the Project described above; and

WHEREAS, Participant has experience and resources in specific disciplines described in the Scope of Work and desires to participate in the consortium on the terms set forth herein; and

WHEREAS, the parties intend by this Offer to set forth the material terms under which they will form a consortium for proposal submission, performance allocation, and shared financial arrangements.

Scope of Work

Specific responsibilities of Participant:

Participant Share of Work (percentage): %    Financial Contribution (if any):

Payment Terms

Total Consideration payable to Participant for its performance:

Invoices shall be submitted to the lead Offeror in accordance with the schedule above. Payments are due within days of receipt of a properly documented invoice.

Late payment shall accrue interest at % per month on overdue amounts, compounded monthly, or the maximum permitted by law, whichever is less.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon delivering prior written notice to the other party at least days in advance. Termination for cause shall be permitted where the non‑defaulting party provides written notice and a day period to cure material default.

Upon termination, the parties shall settle accounts for work performed to the effective termination date and return confidential information as required by the Confidentiality clause.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party in connection with the consortium and shall not disclose such information to any third party except to employees, consultants, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidentiality obligations will survive termination for a period of years.

The obligations of confidentiality shall not apply to information that (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party prior to disclosure as evidenced by written records, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the receiving party without reference to the disclosing party's confidential information.

Representations, Warranties, and Liability

Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. Neither party shall be liable for indirect, incidental, special, or consequential damages arising from performance of the Scope of Work, except to the extent caused by gross negligence or willful misconduct.

Notices

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles.

This Agreement, including any attachments and incorporated schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Independent Contractors: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship, except as explicitly set forth in an executed consortium agreement that may follow this Offer.

Acknowledgement

By signing below, the parties acknowledge their intent to proceed in good faith to finalize a consortium agreement consistent with the terms set forth in this Offer and to perform their respective obligations in accordance with those terms.

Sign Now