Legal Procurement Disclosure Form

Legal Procurement Disclosure Form

This Legal Procurement Disclosure Form is made effective as of , , by and between Procuring Party: with principal address , and Vendor/Respondent: with principal address .

Recitals

WHEREAS, Procuring Party is undertaking or administering a procurement, contract, or solicitation identified as Procurement Number for the procurement described as ; and

WHEREAS, Procuring Party requires full disclosure from prospective contractors and vendors of relationships, interests, payments, gifts, lobbying activities, and other matters that could constitute a conflict of interest or affect the integrity of the procurement process; and

WHEREAS, Respondent desires to provide such disclosures and to represent that the information herein is complete, accurate, and provided in good faith to permit Procuring Party to evaluate potential procurement risks.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. Definitions

1.1 "Disclosure" means the information provided by Respondent in this Form, including attachments and subsequent supplements, regarding relationships, financial interests, gifts, gratuities, or activities that may bear on the procurement.

1.2 "Covered Person" means any officer, director, partner, owner, key manager, agent, lobbyist, consultant, subcontractor, or other individual or entity who performs material work or exercises significant influence on the Respondent's performance under the procurement.

2. Required Disclosures

2.1 Conflicts of Interest. Respondent shall disclose any actual, potential, or perceived conflict of interest with respect to the procurement. Respondent affirms that the following statements are true and accurate. If any item is marked "Yes", provide a detailed description immediately following.

Yes    No

Yes    No

Yes    No

3. Subcontractors, Agents and Lobbying

3.1 Respondent shall identify all subcontractors, consultants, agents, and lobbyists who will perform services or engage with Procuring Party in connection with the procurement. For each listed party provide the name, address, scope of work, and whether the party is retained to influence or communicate with procurement officials.

Yes    No

4. Litigation, Investigations and Debarment

4.1 List any pending or threatened litigation, administrative proceedings, government investigations, suspensions, debarments, or other actions that involve Respondent or any Covered Person and that relate to honesty, fraud, contract performance, or public procurement.

4.2 Has Respondent been debarred, suspended, or otherwise prohibited from contracting with any public entity within the last ten years?

Yes    No

5. Certifications, Representations and Warranties

5.1 By executing this Form, Respondent certifies, represents, and warrants that:

1. All information provided in this Form and any attachments is true, complete and accurate to the best of Respondent's knowledge.
2. Respondent has not knowingly withheld any fact that could reasonably be expected to influence Procuring Party's evaluation of Respondent's proposal, award decision, or contract administration.
3. Respondent will promptly supplement this disclosure if circumstances change or additional information becomes known during the procurement process or contract performance.

5.2 Respondent acknowledges that false statements, omissions, or failure to disclose material facts may constitute grounds for rejection of a proposal, termination for default, suspension, debarment, damages, or other remedies available at law or equity.

6. Remedies and Indemnity

6.1 In addition to any other remedies available, Procuring Party may take administrative or contractual action in response to materially false or omitted disclosures, including rescission of award, termination of contract, withholding of payments, liquidated or actual damages, and referral for civil or criminal prosecution where applicable.

6.2 Respondent shall indemnify, defend and hold harmless Procuring Party, its officers, employees, agents and representatives from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from Respondent's breach of the representations and warranties in this Form or from Respondent's failure to disclose material information required hereunder.

7. Confidentiality

7.1 Disclosures provided under this Form may contain confidential, proprietary, or trade secret information. To the extent allowed by law, Procuring Party will attempt to treat marked materials as confidential; however, Respondent acknowledges that Procuring Party may be required to disclose such information pursuant to applicable public records law or legal process. Respondent shall identify with specificity any material it claims is exempt from disclosure and provide a concise statement of the reasons for such claim.

8. Notices

All formal notices, requests, consents and other communications required or permitted under this Form shall be in writing and delivered to the addresses below. Notice is effective upon receipt.

9. Miscellaneous Provisions

Governing Law. This Form and any disputes arising under or related to it shall be governed by and construed in accordance with the laws of the jurisdiction governing the procurement, without regard to choice-of-law principles.

Entire Agreement. This Form constitutes the entire agreement between the parties with respect to disclosure obligations for the referenced procurement and supersedes all prior discussions and representations, whether oral or written, relating to those obligations.

Severability. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted so as to carry out the original intent to the extent permitted by law.

Amendment and Waiver. No amendment or waiver of any provision of this Form shall be effective unless in writing signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

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

10. Additional Attachments

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