Legal Draft RFPDs

LEGAL DRAFT RFPD SERVICES AGREEMENT

This Legal Draft RFPDs Services Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: , an entity of type , with principal place of business at (Client), and Provider Name: , an entity of type , with principal place of business at (Provider).

RECITALS

WHEREAS, Client seeks legal drafting services for Requests for Proposals and related procurement documents to be used by Client in soliciting vendors and contractors; and

WHEREAS, Provider represents that it has the professional competence and experience to prepare legal drafts of RFP documents and related contracting components; and

WHEREAS, Client desires to engage Provider to prepare and deliver such draft RFPs on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the drafting, revision, and delivery of Requests for Proposal documents and any related attachments, exhibits, evaluation criteria, and sample contract terms as described in Section 2.

1.2 "Deliverables" means the specific documents, electronic files, and annotated drafts delivered to Client under this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Scope of Work. Provider will prepare initial drafts of RFPs, incorporating procurement objectives, evaluation criteria, vendor contractual terms, and standard legal protections customary for Client's industry.

2.2 Provider shall respond to Client comments and provide up to rounds of revisions within the timetable set forth herein, unless otherwise agreed in writing.

3. DELIVERABLES AND ACCEPTANCE

3.1 Provider shall deliver the initial draft Deliverables to Client no later than days after the Effective Date. Delivery shall be by electronic transmission to the Client contact identified below.

3.2 Acceptance. Client shall notify Provider of acceptance or of requested revisions within days of receipt. Failure to notify Provider within that period shall constitute deemed acceptance of the Deliverables.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider a fee of USD for the Services described herein, payable according to the schedule below.

4.2 Late Payment. Any undisputed amount not paid within thirty (30) days of invoice shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. CHANGES; ADDITIONAL SERVICES

5.1 Change Orders. Client may request changes to the Scope of Work. Provider shall not be required to perform additional services without a written change order executed by authorized representatives of both parties, specifying additional fees and revised schedule.

6. CONFIDENTIALITY

6.1 Confidential Information. Each party shall treat as confidential and shall not disclose to third parties any non-public information, documents, or materials designated confidential or that reasonably should be understood to be confidential in connection with the Services. Provider will not disclose draft RFP contents or Client proprietary procurement strategy except as required for performance.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Upon full payment of all fees due under this Agreement, Provider assigns to Client all right, title and interest in and to the final Deliverables created specifically for Client under this Agreement. Provider retains ownership of Provider's general legal templates, know-how, and any pre-existing intellectual property, which are licensed to Client solely for use with the Deliverables.

8. REPRESENTATIONS AND WARRANTIES

8.1 Provider represents that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted legal drafting standards. Provider does not warrant results beyond the quality of the drafting and does not guarantee procurement outcomes.

9. INDEMNIFICATION

9.1 Provider shall indemnify and hold Client harmless from any third-party claims arising from Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify and hold Provider harmless from claims arising from Client's provision of inaccurate information, misuse of Deliverables, or breach of this Agreement.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from gross negligence, willful misconduct, or indemnity obligations, neither party's aggregate liability for any claim related to this Agreement shall exceed the total fees paid under this Agreement during the twelve (12) months preceding the claim.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein.

11.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other. Upon termination, Client shall pay Provider for Services performed and Deliverables provided through the effective date of termination.

12. NOTICES

12.1 All notices required under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email (with confirmation).

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties.

13.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one and the same instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state identified below:

14.2 Severability. If any provision of this Agreement is deemed invalid or unenforceable, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

14.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto.

ADDITIONAL TERMS

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