Business No Quote Letter

BUSINESS NO QUOTE LETTER

Date:

PARTIES

Vendor Name:

Client Name:

WHEREAS

WHEREAS, Client submitted a written request for a price quotation or proposal to Vendor identified as Request Reference: on or about ;

WHEREAS, Vendor conducted a preliminary assessment of the requested scope and available resources and has determined, in its reasonable commercial judgment, that Vendor will not provide a formal price quotation to the Client at this time for the reasons set forth below; and

WHEREAS, the parties desire to document the refusal to quote and to set out the conditions under which Vendor may reconsider or the parties may enter into a separate engagement in the future.

NO QUOTE NOTICE

Vendor hereby notifies Client that Vendor will not provide a formal quotation in response to the referenced Request. The primary grounds for the decision are indicated below (check all that apply):

Scope or specifications provided are incomplete or ambiguous
Proposed timeline is not feasible with available resources
Regulatory, permit, or compliance constraints present unacceptable risk
Current resource capacity or scheduling conflicts
Other (explain):

SCOPE OF WORK (OPTIONAL FOR FUTURE ENGAGEMENT)

If Client wishes to request a revised quotation addressing the issues identified above, Client should provide a clarified scope. Vendor's anticipated scope for a potential future quotation is described below:

PAYMENT TERMS (APPLICABLE TO FUTURE QUOTATION/AGREEMENT)

If the parties subsequently enter into a separate engagement, the following default payment terms will apply unless otherwise negotiated in writing:

TERM AND TERMINATION (FOR FUTURE AGREEMENT)

Default term commencement: ; anticipated term end: .

Either party may terminate a future engagement for material breach if the breaching party fails to cure such breach within the notice period set forth above. Termination for convenience by either party requires the same notice period and obligation to pay for work performed through the effective date of termination.

CONFIDENTIALITY

All nonpublic information disclosed by either party in connection with the Request or any subsequent discussions shall be treated as Confidential Information. Confidential Information excludes information that: (a) is or becomes public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; or (c) is rightfully received from a third party free of restriction. Each party shall limit disclosure of Confidential Information to its employees and advisors with a need to know and shall use such information solely for the purpose of evaluating or performing the contemplated engagement.

Acknowledgement of Confidentiality obligations: I confirm that the party will protect Confidential Information in accordance with the above paragraph.

GOVERNING LAW

This No Quote Letter and any subsequent negotiated agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This document constitutes the entire written understanding between the parties with respect to Vendor's decision not to provide a quotation in response to the referenced Request. Any future agreement to provide services or supply goods will be documented in a separate written agreement signed by both parties. No oral statements or prior drafts shall have any effect.

MISCELLANEOUS

Neither party may assign any rights or obligations under any subsequent agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all of its business or assets, provided that the assignee assumes the obligations of the assigning party in writing.

Any notices required or permitted hereunder shall be in writing and delivered to the addresses provided by the parties in connection with the Request.

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