RFP Submission Package

RFP Submission Package and Agreement

This RFP Submission Package and Agreement (the "Agreement") is made and entered into by and between:

Client Name:   RFP Reference:

Proposer Name:   Proposer Contact:

Recitals

WHEREAS, Client issued the RFP identified above to solicit proposals for goods and/or services described in the RFP; and

WHEREAS, Proposer has prepared and hereby submits a proposal in response to such RFP and represents that the materials contained in this submission are true, complete and accurate; and

WHEREAS, upon acceptance by Client, the Proposal and this Submission Package shall form the basis of a binding agreement between the parties as provided herein.

Proposal Summary

Scope of Work

Proposer shall perform the work, furnish labor, materials, equipment and services strictly in accordance with the RFP and the proposal set forth below. The parties agree the Scope of Work describes the Proposer's obligations upon award.

Schedule and Milestones

Proposed Project Start Date:

Proposed Project End Date:

Payment Terms

Compensation: Client shall pay Proposer for the satisfactory performance of the Scope of Work the total amount set forth below, subject to the invoicing and payment provisions herein.

Invoices shall be submitted in accordance with the payment schedule and shall be payable within days of receipt unless otherwise agreed in writing. Past due amounts shall bear interest at % per month (or the maximum rate permitted by law), computed from the invoice due date until paid.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until completion of the Scope of Work unless earlier terminated as provided herein.

Effective Date:

Expected Completion Date:

Termination: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Client may terminate for convenience upon written notice subject to payment for work performed and reasonable wind-down costs.

Confidentiality

Each party agrees that all non-public information provided by the other party, whether marked confidential or reasonably understood to be confidential, shall be held in confidence and used only for the purposes of performing this Agreement. Confidential information does not include information that is or becomes publicly available other than as a result of a breach of this Agreement.

Confidentiality Term: years from disclosure, unless a longer period is required by law.

Representations, Warranties and Compliance

Proposer represents and warrants that it has full authority to enter into this Agreement, that the information contained in this submission is accurate to the best of its knowledge, and that performance hereunder will comply with all applicable laws and regulations.

Proposer certifies that the person signing below is an authorized representative with authority to bind Proposer.

Governing Law

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

Entire Agreement

This Agreement, together with the RFP, Proposer's proposal as submitted and any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

Exceptions and Attachments

Acknowledgment

By signing below, the parties acknowledge and agree that this Submission Package and Agreement is intended to memorialize the Proposer's submission and, upon Client's written acceptance or issuance of a notice of award, shall become binding in accordance with its terms. Proposer acknowledges that Client may rely on the statements and representations contained herein.

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