RFP Clauses Template

RFP CLAUSES TEMPLATE

Parties and RFP Reference

Recitals

WHEREAS, Client issued Request for Proposal number (the RFP) seeking proposals for the services and deliverables described herein; and

WHEREAS, Contractor submitted a proposal in response to the RFP and represents that Contractor has the qualifications, experience and resources necessary to perform the work in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the RFP-specific clauses, payment terms and contract provisions that will govern any award, acceptance, and subsequent engagement between the parties effective as of .

Scope of Work

Payment Terms

Contract Price: The total maximum compensation for all work under this Agreement shall not exceed USD, subject to adjustments by approved change orders.

Invoicing: Contractor shall submit invoices to the Client at the intervals specified above. Invoices must reference the RFP number and applicable milestone. Payment is due within days of Client's receipt of a properly submitted invoice.

Late Payment: Unpaid amounts shall accrue interest at a rate of or the maximum allowable by law, whichever is less.

Expenses and Taxes: Reimbursable expenses will be paid only if pre-approved in writing. Prices are exclusive of applicable taxes unless otherwise stated. Responsibility for sales, use, excise or other taxes shall be as set forth in the Agreement.

Term and Termination

Term: The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Client shall pay Contractor for work performed and accepted through the effective date of termination.

Confidentiality

Confidential Information: Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means information marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Non-Disclosure and Use: Each party agrees to (a) hold Confidential Information of the other party in strict confidence, (b) not disclose such Confidential Information to any third party except to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) not use the Confidential Information except as necessary to perform its obligations under this Agreement.

Exclusions and Compelled Disclosure: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, that is rightfully received from a third party without restriction, or that is independently developed by the receiving party. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate, at the disclosing party's expense, in any effort to limit or prevent disclosure.

Check if confidentiality obligations are mutual. If unchecked, confidentiality obligations shall be unilateral in favor of the party identified as disclosing party.

Intellectual Property and Deliverables

Ownership of Deliverables: Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement (the "Work Product"). Contractor retains ownership of its pre-existing tools, methodologies, templates and know-how, provided that no Client Confidential Information is included in such retained materials.

Representations, Warranties and Indemnities

Contractor represents and warrants that (a) it has the right and authority to enter into this Agreement, (b) services will be performed in a professional and workmanlike manner consistent with industry standards, and (c) deliverables will not infringe the intellectual property rights of third parties.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid to Contractor under this Agreement during the twelve (12) months preceding the claim.

RFP-Specific Administrative Clauses

Reservation of Rights: Client reserves the right to waive irregularities in any proposal, to accept or reject any or all proposals, to cancel the procurement process, and to award multiple contracts or partial awards as it determines in its sole discretion.

Change Orders and Modifications

Insurance and Compliance

Insurance: Contractor shall maintain insurance in commercially reasonable limits, including general liability, professional liability (if applicable), and workers' compensation, and shall provide certificates of insurance naming Client as an additional insured where required.

Compliance with Laws: Contractor shall comply with all applicable federal, state and local laws, regulations, ordinances and codes in performing services, including applicable labor, environmental and procurement requirements.

Audit Rights and Records

Records and Audit: Contractor shall retain records related to performance and costs for a period of not less than three (3) years following final payment. Client or its authorized representatives shall have the right to audit such records upon reasonable notice during normal business hours.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement: This document, together with the referenced RFP, the Contractor's proposal (to the extent incorporated herein), and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral.

Miscellaneous Provisions

Assignment and Subcontracting: Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to a successor in interest. Subcontracting by Contractor is permitted only with Client's prior written consent and Contractor shall remain responsible for subcontractor performance.

Remedies: The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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