Legal Responses to RFPs

LEGAL RESPONSES TO RFPS

This Legal Responses to RFPs Agreement (the Agreement) is entered into as of by and between Requesting Party Name: , with principal place of business at and Respondent Name: , with principal place of business at .

RECITALS

WHEREAS, Requesting Party has issued a request for proposals entitled , RFP No. (the RFP), seeking proposals for the goods and/or services described in the RFP;

WHEREAS, Respondent has prepared and is submitting the written response to the RFP (the Response), which includes technical proposals, pricing, exceptions, and supporting documentation; and

WHEREAS, the parties desire to set forth the terms governing submission, review, confidentiality, and use of Respondent's Response and related materials.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Response" means all documents, data, drawings, plans, pricing, and other materials submitted by Respondent in response to the RFP; "Confidential Information" means information that is designated in writing as confidential or that by its nature would reasonably be considered confidential; and "Evaluation" means Requesting Party's review, analysis, and competitive comparison of Responses.

2. SCOPE OF RESPONSE

Respondent hereby submits the Response for consideration in connection with the RFP. The Response shall constitute an irrevocable offer to perform the services or supply the goods described therein for the stated prices and on the terms contained in the RFP and this Agreement, for a period of days from the Effective Date.

3. REPRESENTATIONS AND WARRANTIES

Respondent represents and warrants that: (a) it has full power and authority to submit the Response and to enter into this Agreement; (b) the Response is true, complete and accurate to the best of Respondent's knowledge; (c) prices and statements in the Response do not violate any applicable law; and (d) no material information has been knowingly withheld that would reasonably influence Requesting Party's evaluation of the Response.

4. CONFIDENTIALITY

Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose it to any third party except (a) to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, or (b) as required by law, provided that the disclosing party gives the other party prompt written notice and cooperates in seeking confidential treatment. Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement.

5. PROPRIETARY MARKINGS AND EXCEPTIONS

6. INTELLECTUAL PROPERTY

Respondent warrants that the Response and any deliverables do not infringe or misappropriate any third-party intellectual property rights. Respondent grants Requesting Party a non-exclusive, royalty-free, worldwide, revocable license to use the Response solely for the Evaluation. No ownership of Respondent's pre-existing intellectual property is transferred by submission of the Response, except as expressly set forth in a subsequent written agreement between the parties.

7. COMPLIANCE WITH LAWS

Respondent shall comply with all applicable federal, state, and local laws, rules, and regulations in preparing and submitting the Response and in performing any subsequent contract obligations. Respondent shall obtain and maintain all required permits, licenses, and approvals.

8. NO COLLUSION; ETHICS

Respondent certifies that the Response was prepared without collusion, fraud, or other anti-competitive conduct. Respondent further certifies that no person or entity acting for, or employed by, Requesting Party had any direct or indirect financial interest in the preparation of the Response.

9. LIMITATION OF LIABILITY

Except for Respondent's indemnification obligations or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, regardless of the theory of liability and even if advised of the possibility of such damages. The aggregate liability of either party under or in connection with the Response shall not exceed the amount of documented direct damages incurred.

10. INDEMNIFICATION

Respondent shall indemnify, defend, and hold harmless Requesting Party and its officers, directors, employees and agents from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Respondent's breach of its representations and warranties, infringement of third-party intellectual property rights, or other acts or omissions in connection with the Response.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below, or such other address as a party may designate in writing.

12. AMENDMENT; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party in exercising any right will not operate as a waiver of that right.

13. SEVERABILITY; ENTIRE AGREEMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement, together with the RFP and Respondent's Response (to the extent incorporated herein), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings.

14. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. This Agreement 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. Electronic signatures and scanned copies of signed counterparts shall be binding.

15. ATTACHMENTS; SUBMISSION DETAILS

16. CERTIFICATIONS

The undersigned certifies that the information contained in the Response and any attachments is true and correct, that the Respondent is authorized to submit the Response, and that the Respondent understands and accepts the terms and conditions set forth in this Agreement and the RFP.

Corporation Limited Liability Company Partnership Other:

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