Business Solicitation Guide

Business Solicitation Guide

Parties

Recitals

WHEREAS, Solicitor: seeks to establish standardized procedures and controls for the solicitation of business, proposals, offers and related communications to ensure fairness, compliance, and documentation; and

WHEREAS, Respondent: intends to participate under the terms set forth in this Business Solicitation Guide and agrees to comply with the procedures, documentation, and payment provisions described herein.

NOW, THEREFORE, the parties agree to the procedures and terms set forth below.

Scope of Work

The soliciting activities, responsibilities, deliverables, and acceptance criteria shall be as follows. The parties shall describe the solicitation objectives, timelines, required documentation, and specific deliverables in the box below.

Solicitation Procedures and Compliance

Solicitor will conduct solicitations in accordance with the following methods and controls. Respondent shall comply with all fields and provide required attestations before responding to solicitations.

Electronic mail communications

Postal delivery of written proposals

Scheduled in-person presentations

Payment Terms

Compensation for solicitation-related services, fees, or administrative charges shall be governed by the following terms.

Invoices are due within days of invoice date. Late payments shall accrue interest at % per month or the maximum rate permitted by law, whichever is less.

Term and Termination

This Guide is effective as of Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Guide for convenience upon written notice delivered at least days prior to the effective termination date. Termination for cause is permitted where a material breach remains uncured for a period of thirty (30) days following written notice of such breach, unless a different cure period is specified in writing.

Confidentiality

Each party acknowledges that information exchanged in the course of solicitations may include Confidential Information. "Confidential Information" means non-public business, technical, financial or third-party information identified as confidential or that a reasonable party should understand to be confidential given the nature of the information.

Each party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for purposes of performing obligations under this Guide; and (c) not disclose Confidential Information to any third party except to employees, agents or advisors who have a need to know and are bound to confidentiality obligations at least as restrictive as those herein. Confidential obligations shall survive termination for a period of years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Records, Audit and Reporting

Respondent shall maintain complete and accurate records related to solicitations and any services performed. Upon reasonable notice, Solicitor may audit such records during normal business hours; the scope and frequency of audits shall be reasonable and limited to relevant periods.

Compliance with Law and Ethics

Both parties shall conduct solicitations in compliance with all applicable laws, rules and regulations, including those governing anti-corruption, data protection, solicitation and consumer protection. Respondent represents and warrants that it has not engaged and will not engage in any activity that would constitute bribery, kickbacks, or unlawful influence in connection with any solicitation.

Indemnity and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from that party's breach of this Guide, negligence, or willful misconduct in connection with solicitation activities. Except where prohibited by law, neither party shall be liable for consequential, incidental, punitive or special damages.

Governing Law and Dispute Resolution

This Guide shall be governed by and construed in accordance with the laws of: without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

Entire Agreement

This Guide, together with any addenda, attachments and mutually executed changes, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendments

Any amendment to this Guide shall be in writing and signed by authorized representatives of both parties.

Acknowledgment

The undersigned representatives certify that they are authorized to bind their respective parties to this Business Solicitation Guide and that the information provided herein is true and correct to the best of their knowledge.

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