Legal Solicitation Document

LEGAL SOLICITATION DOCUMENT

This Legal Solicitation Document (the "Agreement") is entered into as of Effective Date: by and between Soliciting Party: with principal address: and Responding Party: with principal address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Soliciting Party desires to solicit proposals, bids, or other responses for the services and deliverables described herein (the "Solicitation");

WHEREAS, Responding Party represents that it has the experience, personnel, and capacity necessary to prepare and submit a compliant response and, if selected, to perform the work described in the Solicitation;

WHEREAS, the Parties desire to set forth the terms and conditions under which proposals will be solicited, received, evaluated, and (if applicable) performed.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Proposal" means any written or electronic submission by Responding Party in response to the Solicitation; "Deliverables" means the tangible or intangible items to be delivered by Responding Party if awarded a contract; "Confidential Information" means non-public information disclosed in connection with the Solicitation as further described in Section 4.

2. SCOPE OF SOLICITATION

Soliciting Party issues the Solicitation to obtain Proposals addressing the matters described below. The primary objectives and required services are:

Submission Deadline: . Soliciting Party may extend the Deadline in its sole discretion by written notice to all known respondents.

3. SOLICITATION AND SUBMISSION REQUIREMENTS

Responding Party shall prepare its Proposal in accordance with the requirements set forth in this Agreement and any solicitation materials provided by Soliciting Party. Proposals must be complete, signed by an authorized representative, and submitted by the Submission Deadline.

Soliciting Party may reject any Proposal that fails to comply with material requirements, is submitted late, or contains false or misleading statements. Receipt of a Proposal does not constitute acceptance or an offer to contract.

4. CONFIDENTIALITY

Each Party acknowledges that during the solicitation process Confidential Information may be disclosed. Confidential Information shall not include information that (a) is or becomes publicly available through no fault of the receiving Party; (b) is already lawfully in the receiving Party's possession prior to disclosure; or (c) is independently developed without use of the disclosing Party's Confidential Information.

Receiving Party shall: (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations; and (iii) use Confidential Information only for purposes of preparing a Proposal or performing under any subsequent agreement.

Mark Confidential:   Check if Responding Party must mark trade secrets or proprietary sections of its Proposal as confidential.

5. COMPENSATION; COSTS

Unless otherwise agreed in a written contract executed by the Parties, Soliciting Party shall have no obligation to pay Responding Party for costs incurred in preparing a Proposal. Any fee, price, or other compensation to be paid in connection with performance of awarded work shall be set forth in a separate written agreement.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Responding Party retains ownership of pre-existing intellectual property and methodologies it uses in the preparation of its Proposal. Upon execution of a separate contract for work, ownership of newly created Deliverables and any grant of rights shall be governed by the terms of that contract. Nothing in this Agreement shall transfer ownership of intellectual property absent a written, signed instrument of assignment.

Proposed Deliverables (if applicable):

7. COMPLIANCE; REPRESENTATIONS

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and that in performing its obligations it will comply with all applicable laws, rules, and regulations. Responding Party represents that all information contained in its Proposal shall be true, accurate, and complete to the best of its knowledge at the time of submission.

8. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue until the earlier of (a) the selection and execution of a separate agreement for awarded work, (b) formal written notice that the Solicitation is cancelled, or (c) one year from the Effective Date unless extended in writing.

Either Party may terminate this Agreement for convenience upon notice to the other Party. If either Party materially breaches this Agreement, the non-breaching Party may terminate if the breach is not cured within days after written notice.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall defend, indemnify, and hold harmless the other Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying Party's willful misconduct, gross negligence, or material breach of this Agreement. Neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages except to the extent directly resulting from willful misconduct.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice).

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and proposals, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS

No Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger or sale of substantially all of its assets. The provisions of this Agreement that by their nature should survive termination shall so survive.

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