Request for Proposal Pricing Template

REQUEST FOR PROPOSAL (RFP) PRICING AND SERVICE ENGAGEMENT AGREEMENT

DOCUMENT ID: RFP-PRO-2024-001
EFFECTIVE DATE: [Effective Date]
VERSION: 1.0
GOVERNING JURISDICTION: [State/Province/Country]

---

LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is a template provided for informational and drafting purposes only. It does not constitute specific legal advice. Enforcement of contractual terms varies significantly by jurisdiction. Counsel should review this document to ensure compliance with local statutes, industry-specific regulations, and tax codes. No attorney-client relationship is created by the use of this template.

---

1. PARTIES

This Engagement Agreement (the "Agreement") is entered into as of the Effective Date by and between:

COMPANY: [Company Full Legal Name], a corporation organized under the laws of [State], with its principal place of business at [Principal Address] ("Company").

CLIENT: [Client Full Legal Name], a corporation organized under the laws of [State], with its principal place of business at [Principal Address] ("Client").

---

2. SCOPE OF SERVICES

Company shall perform the services described in the Proposal (the "Services"), which is incorporated herein by reference. Any deviation from or expansion of the Services shall require a written Change Order signed by authorized representatives of both parties.

---

3. COMPENSATION AND PAYMENT TERMS

3.1 Fees: Client shall pay Company the amount of $[Amount in USD] as total consideration for the Services.
3.2 Invoicing: Company shall submit invoices upon [Milestone/Date]. Payment is due Net 30 from the date of receipt of a valid invoice.
3.3 Late Payment: Any undisputed amounts not paid when due shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.
3.4 Taxes: All fees are exclusive of applicable sales, use, or value-added taxes, which shall be the sole responsibility of the Client.

---

4. TERM AND TERMINATION

4.1 Term: This Agreement commences on the Effective Date and continues until the completion of Services, unless terminated earlier.
4.2 Termination for Convenience: Either party may terminate this Agreement upon thirty (30) days' written notice. In the event of termination, Client shall pay for all Services performed up to the date of termination.
4.3 Termination for Breach: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and fails to cure such breach within fifteen (15) days of receiving written notice of said breach.

---

5. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

All deliverables, materials, and intellectual property developed by Company specifically for Client under this Agreement shall be deemed "work made for hire" and shall become the exclusive property of Client upon full payment of fees. Company retains ownership of all pre-existing tools, methodologies, and proprietary software used to perform the Services.

---

6. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of all non-public, proprietary information received from the other party. The parties shall protect such information with the same degree of care as they use to protect their own confidential information, but in no event less than a reasonable degree of care. This obligation survives termination of this Agreement for a period of three (3) years.

---

7. REPRESENTATIONS & WARRANTIES

Each party represents that: (i) it has the full power and authority to enter into this Agreement; (ii) the performance of its obligations does not violate any other contract; and (iii) the services/payments provided shall comply with all applicable laws and regulations.

---

8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1 Limitation: To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, or consequential damages. Total liability under this Agreement shall not exceed the total fees paid by Client to Company in the twelve (12) months preceding the claim.
8.2 Indemnification: Each party agrees to indemnify and hold harmless the other from any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct.

---

9. DISPUTE RESOLUTION & GOVERNING LAW

This Agreement shall be governed by the laws of [Governing Jurisdiction]. Any dispute arising from this Agreement shall be resolved through binding arbitration in [City, State] under the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

---

10. MISCELLANEOUS

10.1 Severability: If any provision is held invalid, the remainder of the Agreement shall remain in full force.
10.2 Counterparts: This Agreement may be executed in counterparts, each of which is an original.
10.3 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

---

EXECUTION

FOR [COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [CLIENT NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

---

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Data Entry: Open this document in your preferred word processor. Use the "Find and Replace" feature (Ctrl+H) to ensure every bracketed field [ ] is populated with the correct counterparty information.
2. Authority Verification: Before routing for signature, request a copy of the counterparty’s Certificate of Incumbency or Board Resolution confirming the signatory has the authority to bind the entity.
3. Digital Execution: Upload the finalized PDF to a secure e-signature platform (e.g., DocuSign, Adobe Sign, or HelloSign). Ensure the "Audit Trail" feature is enabled to capture IP addresses and timestamps for the signature sequence.
4. Finalization: Once both parties have signed, download the "Certificate of Completion" generated by the signing platform.
5. Retention: File the fully executed agreement in a centralized, secure Document Management System (DMS). Categorize by "Contract Type" and "Expiration Date" to trigger automated alerts for renewal or termination.