Business RFQ Opportunity

BUSINESS RFQ OPPORTUNITY

This Business RFQ Opportunity Agreement (the Agreement) is entered into as of between:

WHEREAS

WHEREAS, Issuer intends to solicit proposals through a Request for Quotation (RFQ) process to procure goods and/or services described herein; and

WHEREAS, Responder represents that it has the capacity, experience and qualifications to submit a timely and compliant proposal in response to the RFQ and to perform under any resulting agreement; and

WHEREAS, the parties desire to set forth the terms governing issuance of the RFQ, submission requirements, evaluation, and fundamental commercial and confidentiality provisions applicable to proposals and negotiations arising from the RFQ.

RFQ ADMINISTRATION

SCOPE OF WORK

The Responder is invited to submit a proposal for the following scope. Responder must fully describe approach, deliverables, schedule, and assumptions.

PRICING AND PAYMENT TERMS

Responder shall provide firm pricing and any options. Pricing shall be exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This RFQ and any resulting negotiations will be governed by the term set forth below unless earlier terminated in accordance with this Agreement.

Either party may terminate any negotiations or any resulting agreement for material breach if the breaching party fails to cure within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" includes non-public commercial, technical, pricing and proposal materials. Recipient shall: (i) use Confidential Information solely to evaluate or perform obligations under this RFQ; (ii) restrict access to those employees, consultants or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) not disclose Confidential Information to third parties without prior written consent, except as required by law. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, independently developed without reference to Confidential Information, or lawfully obtained from a third party.

EVALUATION, AWARD AND NEGOTIATION

Issuer reserves the right to accept or reject any proposal in whole or in part, to waive informalities, and to negotiate the final terms with the selected Responder. Issuer is not obligated to award to the lowest price if other evaluation factors render another proposal more advantageous.

REPRESENTATIONS AND WARRANTIES

Responder represents and warrants that all information and pricing in its proposal are true, accurate and complete, that it has the authority to submit the proposal, and that performance will comply with all applicable laws and industry standards.

GOVERNING LAW

This Agreement and any disputes arising from the RFQ process or any subsequently negotiated agreement shall be governed by the laws of the jurisdiction identified below, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to the RFQ process and supersedes all prior proposals, communications and representations, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

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