Business RFO Document

Business RFO Agreement

Parties

Recitals

WHEREAS, Party A seeks to solicit offers and procure services or deliverables relating to certain business requirements described herein and seeks to establish terms under which Party B may submit and perform an accepted offer; and

WHEREAS, Party B represents that it has the expertise, resources, and legal authority to provide the services or deliverables set forth in this Agreement, and is willing to perform such services subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Effective Date

This Agreement shall be effective as of (the "Effective Date").

Scope of Work

Payment Terms

Party A agrees to pay Party B for accepted services and deliverables in the amounts and on the schedule set forth below. All amounts are denominated in the currency agreed by the parties.

One-time lump sum upon acceptance
Milestone payments as detailed in Scope of Work
Recurring payments (describe frequency) — Frequency:

Invoices shall be submitted to Party A in writing and, unless otherwise agreed in writing, payment is due within days of receipt of an undisputed invoice. Overdue sums shall accrue interest at percent per month (or the maximum lawful rate if lower), plus any costs of collection.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to the effective date of termination, and Party B shall deliver to Party A any work in progress and reasonably cooperate in an orderly wind-down as requested by Party A.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") and designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information shall not include information that is (a) or becomes generally available to the public other than by a breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the Disclosing Party's confidential information.

The Receiving Party shall restrict disclosure of Confidential Information to those of its employees, agents, or representatives who have a need to know and who are bound to protect such information consistent with this Agreement. Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy Confidential Information as directed by the Disclosing Party, except as required to be retained by law or for archival purposes.

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Party B warrants that services will be performed in a professional and workmanlike manner consistent with industry standards and that deliverables will conform to the specifications set forth in the Scope of Work.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for claims arising from a party's willful misconduct or indemnification obligations, neither party shall be liable for consequential, incidental, or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid to Party B under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict-of-law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If negotiation fails, the parties agree to submit to the exclusive jurisdiction of the courts located in the county of the governing state for resolution of disputes.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

Entire Agreement; Amendments

This Agreement, together with any attachments, exhibits, and mutually executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, consolidation, or sale of substantially all of its assets. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

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