Business RFO Template

BUSINESS RFO TEMPLATE

This Request for Offer Agreement (the Agreement) is made as of by and between Client Name: and Vendor Name: .

RECITALS

WHEREAS, Client seeks competitive offers for the goods and/or services described herein and intends to select the offer that best satisfies Client's operational, financial and compliance requirements;

WHEREAS, Vendor represents that Vendor has the capability, experience and resources to submit an offer and to perform the services in accordance with the terms, specifications and deadlines set forth in this Agreement;

WHEREAS, the parties desire to define the process for submission, evaluation and potential acceptance of Vendor's offer and to set forth mutually agreed commercial and legal terms governing any subsequent award based on such acceptance.

SCOPE OF WORK

OFFER SUBMISSION

Offer Submission Deadline: at local time.

PAYMENT TERMS

All amounts are exclusive of taxes unless otherwise stated. Vendor shall submit invoices in the form and frequency specified above. Client will pay invoiced amounts within days of receipt of a proper invoice, subject to applicable set-off and withholding rights.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of 15 days following written notice. Termination does not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement. The receiving party shall: (a) use Confidential Information solely to evaluate and perform its obligations under this Agreement; (b) restrict disclosure to employees, agents and subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise no less than a reasonable standard of care to protect such Confidential Information. Confidentiality obligations will continue for a period of from disclosure, except with respect to trade secrets where protection shall continue as long as the information remains a trade secret.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full corporate power and authority to enter into this Agreement; (b) its execution and performance do not violate any agreement or law applicable to it; and (c) it will perform its obligations in a professional and workmanlike manner consistent with industry standards.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments and any written offer submitted and accepted in accordance with its terms, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals and understandings, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

OFFER ACCEPTANCE

Acceptance of an offer will occur only by a written notice of award signed by Client. An accepted offer will form a binding contract incorporating the terms of this Agreement and the accepted offer documents. Vendor's offer shall remain irrevocable for a period of days following the submission deadline unless extended in writing.

ADDITIONAL PROVISIONS

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