Professional RFP Services Agreement

PROFESSIONAL RFP SERVICES AGREEMENT

This Professional RFP Services Agreement (the Agreement) is entered into as of Effective Date: between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to procure professional services to prepare, manage and administer a Request for Proposal process for procurement of certain goods or services described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the professional services described herein in a competent and businesslike manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide RFP services to Client.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider will provide professional RFP services (Services) including but not limited to: development of RFP specifications, preparation of procurement documents, coordination of pre-proposal conferences, issuance of addenda, evaluation of proposals, preparation of evaluation summaries, and recommendation of award. The specific scope and milestones are set forth in the Deliverables Schedule attached hereto or described below.

1.2 Deliverables. Service Provider shall deliver the following deliverables in accordance with the schedule: Draft RFP Document: due by ; Final RFP Document: due by ; Evaluation Report: due within days of proposal receipt.

2. TERM

This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated in accordance with Section 9 (Termination). The estimated completion date is .

3. COMPENSATION

3.1 Fee. Client shall pay Service Provider for the Services a fee calculated as follows: Fee Type: Fixed Fee Time and Materials.

If Fixed Fee is selected, total fixed fee: $ payable in accordance with the schedule: .

If Time and Materials is selected, billing rate(s): . Invoices are due Net days from invoice date.

3.2 Expenses. Client will reimburse reasonable pre-approved out-of-pocket expenses incurred by Service Provider, provided Service Provider submits documentation for such expenses.

4. CHANGES; ADDITIONAL SERVICES

Any material changes to the scope of Services shall be documented in a written change order signed by both parties specifying adjustments to the Services, schedule and compensation. Service Provider shall not proceed with additional services until a change order is executed.

5. CLIENT COOPERATION

Client shall provide timely access to personnel, information and facilities as reasonably required by Service Provider. Delays caused by Client’s failure to provide required information shall extend Service Provider’s schedule and may result in additional fees.

6. CONFIDENTIALITY

Each party agrees to maintain in confidence information disclosed by the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information (Confidential Information). Confidential Information does not include information that (a) is or becomes publicly known through no fault of the recipient, (b) is lawfully received from a third party without breach of obligation, or (c) is independently developed without use of the other party’s Confidential Information. Recipient shall use Confidential Information solely for performance under this Agreement and shall not disclose it except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

7. INTELLECTUAL PROPERTY

7.1 Preexisting Materials. Each party retains all right, title and interest in its preexisting intellectual property. Service Provider grants Client a nonexclusive, royalty-free license to use Service Provider’s preexisting materials only to the extent embodied in the Deliverables and solely for Client’s internal procurement purposes.

7.2 Ownership of Deliverables. Upon full payment of all fees due under this Agreement, Service Provider assigns to Client all right, title and interest in deliverables specifically prepared for Client under this Agreement, excluding Service Provider’s preexisting materials and general know-how. Service Provider may retain copies as required by professional practice, provided they remain subject to confidentiality obligations.

8. WARRANTIES; DISCLAIMER

Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or indemnity obligations, each party’s aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

10. INDEMNIFICATION

Service Provider shall indemnify, defend and hold Client harmless from third-party claims to the extent arising from Service Provider’s gross negligence or willful misconduct in performing the Services. Client shall indemnify, defend and hold Service Provider harmless from third-party claims arising from Client’s breach of this Agreement or Client-provided information.

11. TERMINATION

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Client may terminate for convenience upon days written notice to Service Provider, in which case Client will pay for Services performed and reimbursable expenses incurred through the effective date of termination.

12. INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage including professional liability and general liability insurance in amounts customary for Service Provider’s industry and shall provide certificates upon request.

13. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the parties.

14. NOTICES

Notices to Client

Notices to Service Provider

Notices shall be in writing and delivered by certified mail, nationally recognized overnight courier, or delivered personally to the addresses set forth above and shall be effective upon receipt.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

16. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration conducted in the county of the governing law state, administered under the rules of the selected arbitration forum. Each party shall bear its own costs except the arbitrator may allocate costs and fees where permitted by law.

17. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

18. WAIVER; COUNTERPARTS

No waiver of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one instrument.

19. AUTHORITY

Each individual signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and to bind such party to the terms hereof.

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