Business Solicitation Response

BUSINESS SOLICITATION RESPONSE

Solicitation and Parties

Contact Person:    Phone:    Email:

Recitals

WHEREAS: The Soliciting Party has issued a formal solicitation identified by Solicitation Reference Number: for the procurement of goods or services described herein;

WHEREAS: The Respondent has prepared and submits this Business Solicitation Response in accordance with the terms, specifications, and conditions of the solicitation and proposes to perform the work and deliverables set forth in this Response;

WHEREAS: Upon acceptance and mutual execution, the Respondent and the Soliciting Party desire to establish the terms and conditions that will govern performance, payment, confidentiality, term, termination, and dispute resolution.

Scope of Work

Payment Terms

Total Contract Price:

Late Payment: If any undisputed amount owed hereunder is not paid within days of receipt of a proper invoice, interest shall accrue on the overdue amount at the lesser of or the maximum rate permitted by law. The Respondent may suspend performance if payment is more than days overdue following written notice and opportunity to cure.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice. Termination shall not relieve the Soliciting Party of payment obligations for undisputed work performed prior to termination.

Confidentiality

Definition: "Confidential Information" means information disclosed by one party to the other marked confidential or that, by its nature, would reasonably be understood to be confidential, including pricing, technical data, business processes, trade secrets, and proposal materials.

Obligations: The receiving party shall hold the Confidential Information in strict confidence, shall not disclose it to any third party except to those employees or subcontractors who have a need to know and are bound by substantially similar confidentiality obligations, and shall use the Confidential Information solely for the purpose of performing under this Response. The receiving party shall exercise 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.

Exceptions: Confidential Information does not include information that is: (a) publicly available through no fault of the receiving party; (b) already in the receiving party's possession without obligation of confidentiality; (c) rightfully received from a third party without obligation of confidentiality; or (d) independently developed by the receiving party without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations shall remain in effect for following disclosure or for such longer period as required for trade secret protection under applicable law.

Compliance, Representations and Certifications

The Respondent represents and warrants that: (a) the information contained in this Response is accurate and complete to the best of its knowledge; (b) it has the authority to enter into and perform the obligations contained herein; (c) performance will comply with all applicable laws and regulations; and (d) there are no conflicts of interest that would preclude performance of the work described. The Respondent further certifies that any subcontractors identified are bound by obligations no less protective than those in this Response.

Attachments and Deliverables

Governing Law and Entire Agreement

Governing Law: This Response, and any resulting agreement between the parties, shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law rules.

Entire Agreement: If accepted and executed by the Soliciting Party, this Business Solicitation Response together with any referenced attachments and mutually executed documents shall constitute the entire agreement between the parties relating to the subject matter hereof and shall supersede all prior proposals, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under any resulting agreement without the prior written consent of the other party, except that Respondent may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes Respondent's obligations in writing.

Severability: If any provision of this Response is held to be invalid or unenforceable, the remainder of the Response shall remain in full force and effect.

Corporation    Limited Liability Company (LLC)    Partnership    Individual/Sole Proprietor

By signing below, the undersigned certifies that they are authorized to bind the Respondent and that the information, representations, and promises made in this Business Solicitation Response are true, complete, and accurate to the best of their knowledge and belief.

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