Common use of Joint Proposal Clause in Contracts

Joint Proposal. 4.2.1 If both Parties have obtained a ‘Bid’ decision from their respective decision-making bodies, each Party agrees to use commercially reasonable efforts, including by dedicating adequate resources, to prepare and submit a joint Proposal for the Project Opportunity concerned (“Joint Proposal”). Notwithstanding the foregoing, either Party may elect, in it sole discretion at any time until a Joint Proposal is submitted to the Client, not to proceed with the respective Proposal. If at any time a Party so elects not to proceed with preparing or submitting a Joint Proposal for an Accepted Project Opportunity and has made an express and definitive statement accordingly, in writing and signed by at least one of that Party’s representatives in the Project Coordination Committee, then the other Party shall be free to submit a Proposal, alone or with a third party, as described in Section 4.1.4. 4.2.2 Each Party shall use commercially reasonable efforts to ensure that the material terms for its part of the Joint Proposal are competitive in the market where the respective Project is located; provided however that neither Party shall have an obligation to accept a ‘negative margin.’ 4.2.3 The Parties agree that whenever BSE and Alstom (or their Affiliates) make a Joint Proposal for a Project on a consortium basis (regardless of whether one or both of BSE and Alstom (or Affiliates) enter into the contract with the Client) (BSE and Alstom or their respective Affiliates that are members to the EPC consortium are referred to as the “Consortium Members”), the Main Project Terms set out in Exhibit D will be used as a basis for the Joint Proposal.