Simple Request for Proposal Template

REQUEST FOR PROPOSAL (RFP) AND MASTER SERVICES AGREEMENT

Document ID: RFP-MSA-202X-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State/Country]

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LEGAL COMPLIANCE NOTICE

This document serves as a foundational framework for a formal Request for Proposal and subsequent Agreement. It is provided for informational purposes and does not constitute formal legal advice. Users must verify the enforceability of these terms within their specific governing jurisdiction. It is strongly recommended that this document be reviewed by licensed counsel prior to execution to ensure compliance with local statutes, industry-specific regulations, and tax requirements.

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1. PARTIES AND RECITALS

This Agreement is entered into by and between [Company Full Legal Name], a [State] [Entity Type], with its principal place of business at [Company Principal Address] (“Company”), and [Client Full Legal Name], a [State] [Entity Type], with its principal place of business at [Client Principal Address] (“Client”).

WHEREAS, Company provides professional services described herein; and WHEREAS, Client desires to engage Company to provide such services under the terms set forth below.

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2. SCOPE OF SERVICES

Company shall provide the services as detailed in the attached Exhibit A (the “Services”). Any modification to the scope shall be documented in a written Change Order signed by authorized representatives of both Parties.

3. COMPENSATION AND PAYMENT TERMS

Client shall pay Company the amount of [Amount in USD] for the Services performed. Invoices shall be submitted [Monthly/Upon Completion]. Payment is due within [Number] days of the invoice date. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and remain in effect until the completion of Services or until terminated. Either party may terminate this Agreement for convenience upon [Number] days’ written notice. In the event of a material breach, the non-breaching party may terminate this Agreement if such breach remains uncured for [Number] days following receipt of written notice.

5. INTELLECTUAL PROPERTY AND WORK MADE FOR HIRE

All deliverables created specifically for the Client under this Agreement shall be considered "work made for hire" to the extent permitted by law. Upon full payment of all fees due, ownership of the final deliverables shall vest in the Client. Company retains all rights to its pre-existing intellectual property, tools, and methodologies.

6. CONFIDENTIALITY AND NON-DISCLOSURE

Each Party agrees to hold in strict confidence all non-public information received from the other Party. Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law or to authorized employees/contractors with a "need to know" who are bound by similar confidentiality obligations.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and that the performance of its obligations does not violate any other contract or applicable law. Company warrants that the Services will be performed in a professional manner consistent with industry standards.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. EACH PARTY AGREES TO INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY FROM ANY THIRD-PARTY CLAIMS ARISING OUT OF THE INDEMNIFYING PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9. DISPUTE RESOLUTION AND GOVERNING LAW

This Agreement is governed by the laws of [Governing Jurisdiction]. Any dispute arising out of this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

10. MISCELLANEOUS

Severability: If any provision is found to be unenforceable, the remainder of the Agreement shall remain in full force. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original. Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior discussions or understandings.

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11. EXECUTION AND SIGNATURE BLOCKS

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

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

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12. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Field Completion: Use "Find and Replace" (Ctrl+H) in your word processor to identify all bracketed text (e.g., [Company Full Legal Name]) and input the specific entity data. Delete all remaining brackets.
2. Verification of Authority: Ensure the individual signing for each party holds the legal capacity to bind the corporation (e.g., CEO, CFO, or authorized Department Head).
3. Digital Execution: Utilize a compliant e-signature platform such as DocuSign, Adobe Sign, or HelloSign. Ensure the "Audit Trail" feature is enabled to verify the IP address and timestamp of the signatory.
4. Exhibit Attachment: Ensure the "Scope of Services" is explicitly detailed in an attached document marked as "Exhibit A" and referenced within Section 2.
5. Record Retention: Maintain the fully executed PDF in a secure, encrypted corporate repository (e.g., SharePoint, Box, or DocuSign CLM) with a restricted access list. Retain for a minimum of seven (7) years post-termination to comply with standard document retention statutes.