Proposal RFP Response Form

Proposal RFP Response Form

Administrative Information

RECITALS (WHEREAS)

WHEREAS, Client Name: (the "Client") issued the Request for Proposal identified above; and

WHEREAS, Proposer Name: (the "Proposer") has prepared and submitted this response to the RFP and offers to perform the services described herein under the terms set forth in this response and any resulting agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Proposal RFP Response Form and any subsequent agreement, the parties agree as follows:

SCOPE OF WORK

Proposer shall provide the services, deliverables, and milestones described below. Proposer warrants that the work will be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Fees for the services shall be as set forth in this proposal. Invoices will be submitted in accordance with the payment schedule below and are payable in United States currency within the stated payment period. Unpaid amounts past due shall accrue interest as set forth below.

Invoices must reference the RFP number and the deliverable. Client shall pay undisputed portions of invoiced amounts in full within thirty (30) days of receipt. Disputed amounts must be raised in writing within ten (10) days of receipt of invoice together with reasonable detail; undisputed amounts are payable per the foregoing terms.

TERM AND TERMINATION

This engagement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon Notice Period (days): days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice. Upon termination, Client shall pay for all work performed and reasonable expenses incurred through the effective date of termination in accordance with the payment terms.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and other proprietary information disclosed in writing, orally, or by inspection. Each party agrees (i) to hold Confidential Information in strict 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 to use Confidential Information for any purpose other than performance under this response and any resulting agreement; and (iii) not to disclose Confidential Information to third parties except to employees, consultants or agents with a strict need to know and who are bound by similar confidentiality obligations.

Confidentiality Obligations Term (years): years from disclosure, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Proposal RFP Response Form and any subsequent agreement shall be governed by and construed in accordance with the laws of State: without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the county where the Client's principal place of business is located unless otherwise agreed in writing.

ENTIRE AGREEMENT

This document, together with any attachments, schedules, and incorporated exhibits and the final executed agreement between the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by both parties.

PRICING DETAIL

REFERENCES & QUALIFICATIONS

COMPLIANCE AND CERTIFICATIONS

Proposer certifies compliance with all mandatory RFP terms, representations and requirements.

Proposer certifies no known conflict of interest and that all information provided in this response is true and correct to the best of Proposer's knowledge.

ATTACHMENTS

List of documents attached and incorporated into this response (e.g., resumes, technical proposals, insurance certificates, sample agreements):

CERTIFICATION

By signing below, Proposer certifies that the information contained in this Proposal RFP Response Form and any attachments is accurate and complete, that the person signing is authorized to bind the Proposer, and that the Proposer agrees to the terms and conditions set forth in this response and in the RFP to the extent incorporated into any resulting agreement.

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