Business RFP Forms

BUSINESS REQUEST FOR PROPOSAL AND SERVICE AGREEMENT

Parties and Recitals

This Business Request for Proposal and Service Agreement (the Agreement) is made effective as of by and between Client Name: and Proposer/Vendor Name: .

WHEREAS, Client seeks proposals from qualified vendors to provide the services and deliverables described in this Agreement and the attached RFP materials; and

WHEREAS, Vendor represents that it has the necessary expertise, personnel, and resources to perform the scope of work and deliverables requested and is willing to submit a proposal subject to the terms set forth herein; and

WHEREAS, upon selection of a proposal, the parties intend that this Agreement govern the relationship between Client and Vendor for the specified project.

Project Identification

Scope of Work

Vendor shall perform the work described in the Scope of Work. Vendor will deliver services and products consistent with the schedule and standards set forth in this Agreement and in Vendor's accepted proposal. Detailed description:

Proposal Submission Requirements

Evaluation Criteria

Proposals will be evaluated based on technical approach, experience, cost, schedule adherence, and references. Weighting and special considerations:

Fees and Payment Terms

Total Proposed Price: $

Late Payment Fee: If any undisputed amount due to Vendor is not paid within days of the invoice due date, Client shall pay interest at the lesser of (a) per month or (b) the maximum lawful rate. Vendor may also assess a late fee of $ .

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, expires on End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to termination. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days after receipt of written notice specifying the breach. Termination does not relieve Client of payment obligations for services rendered and accepted prior to termination.

Confidentiality

Each party (the Receiving Party) shall keep confidential all information disclosed by the other party (the Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information shall not include information that (a) is or becomes publicly known without breach of this Agreement, (b) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information, or (c) is lawfully received from a third party without restriction. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Upon termination or expiration of this Agreement, Receiving Party shall return or destroy all Confidential Information of the Disclosing Party, except as required by law or to the extent retention is required to comply with applicable recordkeeping obligations.

Vendor and Client acknowledge and agree to be bound by the confidentiality provisions above.

Representations, Warranties and Compliance

Vendor represents and warrants that (a) it has full right, power, and authority to enter into this Agreement, (b) services will be performed in a professional and workmanlike manner consistent with industry standards, and (c) Vendor will comply with all applicable laws, rules, and regulations in performing its obligations.

Limitation of Liability

Except for liability resulting from willful misconduct or gross negligence, the parties' aggregate liability to each other for any and all claims arising under this Agreement shall not exceed the total fees paid by Client to Vendor under this Agreement in the six (6) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiations between senior representatives of the parties. If unresolved within thirty (30) days, the dispute may be submitted to binding arbitration in the specified jurisdiction unless the parties mutually agree otherwise.

Entire Agreement

This Agreement, together with any attachments, schedules, and the Vendor's accepted proposal incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Proposer Information and Pricing Breakdown

Sole Proprietorship LLC Corporation Partnership Other:

Miscellaneous Provisions

Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Vendor may assign receivables.

Independent Contractor. Vendor is an independent contractor and nothing in this Agreement creates an employment, joint venture, or agency relationship.

Severability. If any provision of this Agreement is held invalid, the remainder of the Agreement shall remain in full force and effect.

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