Common use of Proposal Preparation Clause in Contracts

Proposal Preparation. 2.1 The parties shall cooperate to (a) prepare the Proposal that Accenture intends to submit to the Client in response to the RFP and (b) secure the Prime Contract between Accenture and the Client for the Project. 2.2 Team Member shall submit to Accenture all necessary technical and business data and information concerning its proposed portion of the Project, including accurate, current, and complete pricing data. Team Member shall make available appropriate and high-quality personnel to provide reasonable assistance to Accenture to prepare the Proposal. Team Member shall not remove the personnel, if any, identified in Exhibit A to this Agreement from the Proposal preparation effort without Accenture’s prior written consent. 2.3 Accenture shall prepare the Proposal, integrate information provided by Team Member, and submit the Proposal to the Client. Accenture shall consult with Team Member on any changes to the Proposal which substantially affect Team Member’s proposed portion of the Project. 2.4 Accenture shall identify Team Member as a proposed subcontractor and describe Team Member’s Project responsibilities in the Proposal. If the Client awards Accenture the Prime Contract, Accenture shall work to confirm the Client’s approval to use Team Member as a subcontractor. 2.5 Accenture shall be responsible for any contract negotiations with the Client. If the Client approves, Accenture agrees to allow Team Member to be present at meetings with the Client related to Team Member’s proposed portion of the Project. 2.6 Accenture agrees to keep Team Member advised of all material changes in the Client’s requirements that would affect Team Member’s proposed portion of the Project and the probability that Accenture will be awarded the Prime Contract. 2.7 To the extent permitted by the terms of the RFP, Accenture shall use commercially reasonable efforts after submitting the Proposal to the Client to obtain the Prime Contract award, including participating in oral presentations and submission of Final Proposal Revisions (FPR). Team Member agrees to assist in these efforts as Accenture may reasonably require. 2.8 Team Member hereby understands, represents, and agrees that it has read and will comply with the Accenture Code of Business Ethics and the Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct, as well as obligations identified therein, including reporting promptly unlawful, fraudulent, or unethical conduct. Accenture has established reporting mechanisms and prohibits retaliation or other adverse action for reporting such conduct. The Accenture Code of Business Ethics can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/CodeProgram.htm. The Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/default.htm. 2.9 Team Member shall provide a Certificate of Cost or Pricing Data if requested by the Client. Team Member shall provide to Accenture any written representations, certifications and warranties that are required by the Client or by the RFP. 2.10 Team Member represents and warrants that it is a Minority-Owned or a Woman-Owned Small Business as defined for purposes of the RFP, and shall maintain such status during the term of this Agreement and the subsequent subcontract agreement that may result from this Agreement. However, if Team Member’s status is changed as a result of a Small Business Administration determination, Team Member shall notify Accenture immediately of such change.

Proposal Preparation. 2.1 The parties shall cooperate to 1. SUBCONTRACTOR will (ai) prepare the Proposal that Accenture intends to submit to the Client in response to the RFP and (b) secure the Prime Contract between Accenture and the Client for the Project. 2.2 Team Member shall submit to Accenture all necessary technical and business data and information concerning its proposed portion of the Project, including accurate, current, and complete pricing data. Team Member shall make available provide appropriate and high-quality personnel and use its best efforts to prepare and submit to Prime such technical and cost data as are required for use in preparing the Proposal to be submitted to the Client which covers the work as mutually agreed by the parties, and as defined in Attachment A. Such data and support include: 1. Resumes of key personnel to perform on the Project (if requested by Prime); 2. Corporate Capabilities statements; 3. Description of applicable SUBCONTRACTOR products and services; 4. Participation in Prime proposal meetings; 5. Participation in proposal reviews (if requested by ▇▇▇▇▇); 6. Pricing data; 7. Customer presentation (if requested by Prime); and 8. Providing periodic questions-and-answers via telephone. 2. Prime and SUBCONTRACTOR shall each prepare, in the form specified by the Prime, a Cost proposal for inclusion in the final Proposal. Prime and SUBCONTRACTOR shall each write portions of the technical portion of the Proposal as agreed to between Prime and SUBCONTRACTOR and provide reasonable assistance information regarding its corporate experience and personnel to Accenture the other party as needed or required to prepare the final Proposal. 3. Team Member Prime and SUBCONTRACTOR shall not remove ensure timely receipt by the personnel, if any, identified other party of all assigned materials prepared by that party for inclusion in Exhibit A to this Agreement from the Proposal preparation effort without Accenture’s prior written consent. 2.3 Accenture for submission to the Client 4. Prime shall prepare integrate data and materials furnished by SUBCONTRACTOR with other elements of the Proposal, integrate information provided by Team Memberprepare the final Proposal, and submit the Proposal to the Client. Accenture Final discretion and responsibility for decisions affecting the contents of the Proposal shall consult rest with Team Member on any changes Prime. 5. Prime shall propose SUBCONTRACTOR as a subcontractor, and shall use reasonable business efforts to obtain Client approval of the Proposal as submitted by Prime, including SUBCONTRACTOR contribution thereto, and to obtain award of the prime contract from the Client. 6. SUBCONTRACTOR shall not offer exclusive professional services/products to other offerors or directly to the Proposal which substantially affect Team Member’s proposed portion Client, for any part of the Project. 2.4 Accenture shall identify Team Member as a proposed subcontractor and describe Team Member’s Project responsibilities in the Proposal. If the Client awards Accenture the Prime Contract, Accenture shall work to confirm the Client’s approval to use Team Member as a subcontractor. 2.5 Accenture shall be responsible for any contract negotiations with the Client. If the Client approves, Accenture agrees to allow Team Member to be present at meetings with the Client related to Team Member’s proposed portion of the Project. 2.6 Accenture agrees to keep Team Member advised of all material changes in the Client’s requirements that would affect Team Member’s proposed portion of the Project and the probability that Accenture will be awarded the Prime Contract. 2.7 To the extent permitted by the terms of the RFP, Accenture shall use commercially reasonable efforts after submitting the Proposal to the Client to obtain the Prime Contract award, including participating in oral presentations and submission of Final Proposal Revisions (FPR). Team Member agrees to assist in these efforts as Accenture may reasonably require. 2.8 Team Member hereby understands, represents, and agrees that it has read and will comply with the Accenture Code of Business Ethics and the Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct, as well as obligations identified therein, including reporting promptly unlawful, fraudulent, or unethical conduct. Accenture has established reporting mechanisms and prohibits retaliation or other adverse action for reporting such conduct. The Accenture Code of Business Ethics can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/CodeProgram.htm. The Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/default.htm. 2.9 Team Member shall provide a Certificate of Cost or Pricing Data if requested by the Client. Team Member shall provide to Accenture any without prior written representations, certifications and warranties that are required by the Client or by the RFP. 2.10 Team Member represents and warrants that it is a Minority-Owned or a Woman-Owned Small Business as defined for purposes of the RFP, and shall maintain such status during the term of this Agreement and the subsequent subcontract agreement that may result from this Agreement. However, if Team Member’s status is changed as a result of a Small Business Administration determination, Team Member shall notify Accenture immediately of such change.Prime

Proposal Preparation. 2.1 19.1 The parties Prospective Prime Contractor shall cooperate to have the primary responsibility for the preparation of all technical and non-technical aspects of the proposal including but not limited to: (a) prepare Marketing and promotional efforts; (b) Proposal content, assembly and production; (c) Liaison with Government customer personnel; and (d) Oral discussions and negotiations, if held. 19.2 The Prospective Subcontractor agrees to use its best efforts in supporting the Proposal that Accenture intends to submit Prospective Prime Contractor during the proposal preparation and negotiation activities of the Business Opportunity. Each Party shall contribute to the Client preparation of the proposal to the extent necessary to assure the inclusion of a thorough and accurate description of its responsibilities in the proposal. Each Party shall provide all required past performance information, technical proposal material, management information, schedule information, fully burdened cost data, pricing data and all representations and certifications applicable to the Business Opportunity. Each Party further agrees to furnish such additional information, assistance support, and cooperation as may be reasonably required in pursuit of the award of the prime contract during the pre-award period. The Prospective Subcontractor shall at all times be entitled to receive, upon reasonable request, documentation and information concerning oral discussions and negotiations between the Prospective Prime Contractor and the procuring agency. Nonetheless, in the preparation and submission of the proposal for the Business Opportunity, each Party will bear its own costs. 19.3 The Prospective Prime Contractor will prepare data required for any proposals and integrate the data with that of the Prospective Subcontractor. The Prospective Subcontractor shall be identified in the proposal as the subcontractor to provide the following services: (a) Management Assistance (b) Providing software and programs (c) Training (d) Assistance in contract negotiations (e) Technical Support (f) Local area personnel, area personnel recruitment (g) Proposal preparation assistance 19.4 The Prospective Prime Contractor agrees that it will provide adequate notice to the Prospective Subcontractor of the work to be performed by the Prospective Subcontractor as defined, with such terms and conditions as may be required to reflect the prime contract and to include such other terms as may be mutually agreed upon by the Parties. The Parties agree and acknowledge that the extent of task support required by the Prospective Prime Contractor may vary as a result of its prime contract negotiations with the procuring agency, therefore, it is anticipated that the work scope assigned by the Prospective Prime Contractor will be increased or decreased as appropriate in response to the RFP and (b) secure the Prime Contract between Accenture and the Client for the Project. 2.2 Team Member shall submit to Accenture all necessary technical and business data and information concerning its proposed portion of the Project, including accurate, current, and complete pricing data. Team Member shall make available appropriate and high-quality personnel to provide reasonable assistance to Accenture to prepare the Proposal. Team Member shall not remove the personnelvariances, if any, identified in Exhibit A to this Agreement from the Proposal preparation effort without Accenture’s prior written consent. 2.3 Accenture shall prepare the Proposal, integrate information provided by Team Member, and submit the Proposal to the Clientoverall effort as proposed. Accenture shall consult with Team Member on In any changes to event if applicable under an 8(a) Business Opportunity, the Proposal which substantially affect Team Member’s proposed Prospective Prime Contractor's portion of the Projectoverall Program shall not be less than 51% of the total cost of the contract performance incurred for personnel (FAR 52.219-14 Limitations on Subcontracting). The subcontract price shall be as negotiated between the Parties after conduct of such costs and/or price analysis as may be required by Federal Acquisition Regulation (FAR), the Defense FAR Supplement (DFARS), or any subordinate agency supplemental regulations if applicable. 2.4 Accenture 19.5 If, during the technical or business negotiations prior to finalization of the prime contract arrangements related to the Business 19.6 Except as may be otherwise agreed upon in writing, for Business Opportunities that are issued for products or services, neither Party shall identify Team Member participate with third parties with regard to duplicate, parallel proposal activities covering the Business Opportunities identified in Addendum A. It is agreed that the Prospective Subcontractor will not compete independently as prime contractor, participate with other companies, make proposals or agreements in support of the efforts of other firms or teams competing on the Business Opportunities, nor engage in related efforts other than as a proposed prospective prime or subcontractor and describe Team Member’s Project responsibilities in the Proposal. If the Client awards Accenture the Prime Contract, Accenture shall work to confirm the Client’s approval to use Team Member as a subcontractor. 2.5 Accenture shall be responsible for any contract negotiations hereunder with the Client. If the Client approves, Accenture agrees to allow Team Member to be present at meetings with the Client related to Team Member’s proposed portion of the Project. 2.6 Accenture agrees to keep Team Member advised of all material changes in the Client’s requirements that would affect Team Member’s proposed portion of the Project and the probability that Accenture will be awarded the Prospective Prime Contract. 2.7 To the extent permitted by the terms of the RFP, Accenture shall use commercially reasonable efforts after submitting the Proposal to the Client to obtain the Prime Contract award, including participating in oral presentations and submission of Final Proposal Revisions (FPR). Team Member agrees to assist in these efforts as Accenture may reasonably require. 2.8 Team Member hereby understands, represents, and agrees that it has read and will comply with the Accenture Code of Business Ethics and the Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct, as well as obligations identified therein, including reporting promptly unlawful, fraudulent, or unethical conduct. Accenture has established reporting mechanisms and prohibits retaliation or other adverse action for reporting such conduct. The Accenture Code of Business Ethics can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/CodeProgram.htm. The Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/default.htm. 2.9 Team Member shall provide a Certificate of Cost or Pricing Data if requested by the Client. Team Member shall provide to Accenture any written representations, certifications and warranties that are required by the Client or by the RFP. 2.10 Team Member represents and warrants that it is a Minority-Owned or a Woman-Owned Small Business as defined for purposes of the RFP, and shall maintain such status during the term of this Agreement and the subsequent subcontract agreement that may result from this AgreementContractor. However, if Team Member’s status either Party is changed as disqualified for any reason by the procuring agency or office responsible for a result of a Small Business Administration determinationOpportunity or should either Party elect not to participate in the Business Opportunity or fails to commit the necessary resources and effort to reasonably demonstrate to the other Party that the Party wants to win the contract award, Team Member the other Party may upon ten (10) days notice pursue the activity necessary to give the other Party the opportunity to win the work required by the Business Opportunities, including participating with other firms. The Party receiving notice under this paragraph shall notify Accenture immediately of such changehave an additional five days to correct the reason for which the notice was sent.

Proposal Preparation. 2.1 A. The parties Parties shall cooperate use their best efforts to (a) prepare the Proposal that Accenture intends to submit to the Client a competitive proposal in response to the RFP and (b) secure Solicitation for submission to the Prime Contract between Accenture and the Client for the ProjectGovernment. 2.2 Team Member B. The Subcontractor shall submit to Accenture all necessary technical and business the Prime data and information concerning its proposed portion share of the Projectproposed contract including a proposed price, including accurate, current, and complete pricing datafor use in proposal preparation. Team Member The Subcontractor shall make available appropriate and high-high quality personnel to work on the Subcontractor's portion of the competitive proposal, and shall provide reasonable assistance to Accenture to prepare the Proposal. Team Member shall not remove Prime in preparation of the personnel, if any, identified in Exhibit A to this Agreement from the Proposal preparation effort without Accenture’s prior written consentcompetitive proposal. 2.3 Accenture C. The Prime shall prepare the Proposalcompetitive proposal, integrate the information provided by Team Memberthe Subcontractor, and submit the Proposal competitive proposal to the ClientGovernment. Accenture The Prime shall include in the competitive proposal the Subcontractor’s proposed price for the Subcontractor’s share of the contract proposed by the Solicitation. The Prime has responsibility for the content of the competitive proposal and agrees to consult with Team Member on any changes the Subcontractor, before submission of the competitive proposal to the Proposal which substantially affect Team MemberCustomer, on all matters concerning the Subcontractor’s proposed portion share of the Projectcontract proposed by the Solicitation. 2.4 Accenture D. The Prime shall identify Team Member the Subcontractor as a proposed subcontractor and shall describe Team Member’s Project responsibilities in the Proposalcompetitive proposal the Subcontractor’s responsibilities concerning the Subcontractor’s share of the proposed contract. If The Prime shall use its best efforts to secure Government approval of the Client awards Accenture the Prime Contract, Accenture shall work to confirm the Client’s approval to use Team Member as a subcontractorSubcontractor. 2.5 Accenture E. The Prime shall be responsible for any contract negotiations communications with the Client. If Government concerning the Client approvesSolicitation, Accenture the competitive proposal, or the contract proposed by the Solicitation, and agrees to allow Team Member give the Subcontractor an opportunity to be present at meetings with the Client related to Team MemberGovernment that may concern the Subcontractor’s proposed portion share of the Projectproposed contract. 2.6 Accenture F. The Prime agrees to consult with, and obtain the concurrence of the Subcontractor, before making any changes in the competitive proposal which concern the Subcontractor’s share of the proposed contract. G. The Prime agrees to keep Team Member the Subcontractor fully advised of all material any changes in the ClientSolicitation or the Government’s requirements that would affect Team Member’s proposed portion and timely advised of the Project and status of the probability that Accenture will be awarded the Prime ContractSolicitation. 2.7 To the extent permitted by the terms H. The Prime shall use its best efforts after submission of the RFP, Accenture shall use commercially reasonable efforts after submitting the Proposal competitive proposal to the Client Government to obtain the Prime Contract contract award, including participating in oral presentations and submission of Final Proposal Revisions (FPR). Team Member the Subcontractor agrees to assist in these such efforts as Accenture the Prime may reasonably requirerequest. 2.8 Team Member hereby understands, represents, and agrees that it has read and will comply with the Accenture Code of Business Ethics and the Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct, as well as obligations identified therein, including reporting promptly unlawful, fraudulent, or unethical conduct. Accenture has established reporting mechanisms and prohibits retaliation or other adverse action for reporting such conduct. The Accenture Code of Business Ethics can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/CodeProgram.htm. The Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/default.htm. 2.9 Team Member shall provide a Certificate of Cost or Pricing Data if requested by the Client. Team Member shall provide to Accenture any written representations, certifications and warranties that are required by the Client or by the RFP. 2.10 Team Member represents and warrants that it is a Minority-Owned or a Woman-Owned Small Business as defined for purposes of the RFP, and shall maintain such status during the term of this Agreement and the subsequent subcontract agreement that may result from this Agreement. However, if Team Member’s status is changed as a result of a Small Business Administration determination, Team Member shall notify Accenture immediately of such change.

Proposal Preparation. 2.1 The parties shall cooperate to (a) prepare the Proposal that Accenture intends to submit to the Client in response to the RFP and (b) secure the Prime Contract between Accenture and the Client for the Project. 2.2 Team Member shall submit to Accenture all necessary technical and business data and information concerning its proposed portion of the Project, including accurate, current, and complete pricing data. Team Member shall make available appropriate and high-quality personnel to provide reasonable assistance to Accenture to prepare the Proposal. Team Member shall not remove the personnel, if any, identified in Exhibit A to this Agreement from the Proposal preparation effort without Accenture’s prior written consent. 2.3 Accenture shall prepare the Proposal, integrate information provided by Team Member, and submit the Proposal to the Client. Accenture shall consult with Team Member on any changes to the Proposal which substantially affect Team Member’s proposed portion of the Project. 2.4 Accenture shall identify Team Member as a proposed subcontractor and describe Team Member’s Project responsibilities in the Proposal. If the Client awards Accenture the Prime Contract, Accenture shall work to confirm the Client’s approval to use Team Member as a subcontractor. 2.5 Accenture shall be responsible for any contract negotiations with the Client. If the Client approves, Accenture agrees to allow Team Member to be present at meetings with the Client related to Team Member’s proposed portion of the Project. 2.6 Accenture agrees to keep Team Member advised of all material changes in the Client’s requirements that would affect Team Member’s proposed portion of the Project and the probability that Accenture will be awarded the Prime Contract. 2.7 To the extent permitted by the terms of the RFP, Accenture shall use commercially reasonable efforts after submitting the Proposal to the Client to obtain the Prime Contract award, including participating in oral presentations and submission of Final Proposal Revisions (FPR). Team Member agrees to assist in these efforts as Accenture may reasonably require. 2.8 Team Member hereby understands, represents, and agrees that it has read and will comply with the Accenture Code of Business Ethics and the Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct, as well as obligations identified therein, including reporting promptly unlawful, fraudulent, or unethical conduct. Accenture has established reporting mechanisms and prohibits retaliation or other adverse action for reporting such conduct. The Accenture Code of Business Ethics can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/CodeProgram.htm. The Accenture Federal Client Service Group Standards of Federal Business Ethics and Conduct can be found at the following address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Global/About_Accenture/Corporate_Governance/default.htm. 2.9 Team Member shall provide a Certificate of Cost or Pricing Data if requested by the Client. Team Member shall provide to Accenture any written representations, certifications and warranties that are required by the Client or by the RFP. 2.10 Team Member represents and warrants that it is a Minority-Owned or a Woman-Owned Small Business as defined for purposes of the RFP, and shall maintain such status during the term of this Agreement and the subsequent subcontract agreement that may result from this Agreement. However, if Team Member’s status is changed as a result of a Small Business Administration determination, Team Member shall notify Accenture immediately of such change. 2.11 If Team Member’s scope of work will require it to provide electronic and information technology (EIT) products, the Team Member shall indicate whether the product(s) is compliant or non-compliant with Section 508 requirements, and provide details of its compliance to applicable 39 CFR 1194 accessibility standards to the extent required by the RFP. 2.12 Team Member represents and warrants its compliance with all applicable requirements in FAR 52.203-13, Contractor Code of Business Ethics and Conduct, including but not limited to the following: (a) establish a written code of business ethics and conduct and provide a copy to all employees engaged in performance of this Agreement; (b) exercise diligence to prevent and detect criminal conduct; (c) timely disclose, in writing, to the appropriate agency Office of Inspector General, with a copy to the Contracting Officer, whenever the Team Member has credible evidence that a principal, employee, agent, or lower-tier subcontractor of the Team Member has committed (a) a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the U.S. Code or (b) a violation of the civil False Claims Act in connection with the award, performance, or closeout of this Agreement.