Common use of Future Bids Clause in Contracts

Future Bids. With respect to the Shared Contracts (Spinco Companies), from and after the date of this Agreement and during the term of such Shared Contracts (Spinco Companies), Spinco shall provide Parent, in writing, the following: (i) projected task order request for proposal release dates under such Shared Contracts promptly after becoming aware thereof and (ii) a copy of each task order request for proposal issued under such Shared Contracts simultaneously with Spinco’s internal distribution of the same, but in no event later than two (2) Business Days after release, in each case without regard to whether such opportunities fall within or outside of the Reserved Business Area (as defined below). With respect to each Shared Contract (Spinco Companies), the following terms and conditions shall apply: (i) Spinco shall have the right in its sole discretion to submit, or to cause its Subsidiaries to submit, on Spinco’s behalf or on behalf of any of its Subsidiaries, any quotations, bids or proposals under the Shared Contracts (Spinco Companies) (a “Spinco Bid”), except for proposals in the reserved business areas described on Exhibit D (Spinco Companies) (such reserved business areas, the “Reserved Business Area”). (ii) Spinco shall not, and shall cause its Subsidiaries not to, submit on Spinco’s behalf or on behalf of any of its Subsidiaries any Spinco Bid under a Shared Contract in the Reserved Business Area. (iii) Subject to the terms and conditions of this Agreement, Parent shall have the right to request that Spinco submit, or cause its applicable Subsidiary to submit, on behalf of the Parent Business, any quotations, bids or proposals for work under the Shared Contracts (Spinco Companies) within the Reserved Business Area, on the terms and conditions proposed by the Parent Business, and Spinco agrees to, or to cause its applicable Subsidiary to, submit such quotations, bids or proposals in connection with any procurement within the Reserved Business Area, except to the extent Spinco determines, after consultation with counsel, (A) that the terms and conditions proposed by Parent reasonably could be interpreted to violate Applicable Law, the applicable Shared Contract, the terms of this Agreement, or the terms of any other agreement to which a Spinco Company is bound as of the date hereof, or (B) the scope of the work proposed in the quotation, bid or proposal would create an organizational conflict of interest for Spinco or RMT Parent. Parent shall submit any such quotations, bids or proposals along with all necessary accompanying information to Spinco or its applicable Subsidiary at least five (5) Business Days (or such other period as shall be consistent with the applicable proposal cycle time) prior to the date that the proposal is due to be submitted. Upon request by Parent, Spinco shall, and shall cause all Spinco Companies, to file, prosecute or intervene in all bid protest actions on behalf of Parent, subject to Spinco’s exercise of reasonable discretion (after consulting with outside counsel) that it has satisfied its obligations under Applicable Law prior to the filing, prosecution or intervention in such bid protests. (iv) For the avoidance of doubt, the Spinco Companies shall not be required to submit on behalf of the Parent Business any quotations, bids, or proposals under the Shared Contracts (Spinco Companies) outside of the Reserved Business Area.

Appears in 2 contracts

Samples: Shared Contracts Agreement (Abacus Innovations Corp), Shared Contracts Agreement (Leidos Holdings, Inc.)

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Future Bids. With respect to the Shared Contracts (Spinco Companies), from and after the date of this Agreement and during the term of such Shared Contracts (Spinco Companies), Spinco shall provide Parent, in writing, the following: (i) projected any draft task order request for proposal (“TO RFP”), (ii) any customer-announced intent to release a draft TO RFP, (iii) any draft TO RFP release dates and (iv) any final TO RFP under such Shared Contracts promptly after becoming aware thereof and (ii) a copy Spinco Companies). Each of each task order request for proposal issued under such Shared Contracts the foregoing shall be provided to Parent simultaneously with Spinco’s internal distribution of the same, but in no event later than two (2) Business Days after releaserelease (or with respect to release dates, Spinco becoming aware thereof), as applicable, and in each case without regard to whether such opportunities fall within or outside of the Reserved Business Area (as defined below). With respect to each Shared Contract (Spinco Companies), the following terms and conditions shall apply: (i) Spinco shall have the right in its sole discretion to submit, or to cause its Subsidiaries to submit, on Spinco’s behalf or on behalf of any of its Subsidiaries, any quotations, bids or proposals under the Shared Contracts (Spinco Companies) (a “Spinco Bid”), except other than quotations, bids or proposals for proposals in prospective Orders within the reserved business areas described on Exhibit D (Spinco Companies) (such reserved business areas, the “Reserved Business Area”). (ii) Spinco shall not, and shall cause its Subsidiaries not to, submit on Spinco’s behalf or on behalf of any of its Subsidiaries any Spinco Bid under a Shared Contract (Spinco Companies) in the Reserved Business Area. (iii) Subject to the terms and conditions of this Agreement, Parent shall have the right to request request, within three (3) Business Days after receipt of the applicable TO RFP from Spinco, that Spinco submit, or cause its applicable Subsidiary to submit, on behalf of the Parent Business, any quotations, bids or proposals for work under the Shared Contracts (Spinco Companies) within the Reserved Business Area, on the terms and conditions proposed by the Parent Business, and Spinco agrees to, or to cause its applicable Subsidiary to, submit such quotations, bids or proposals in connection with any procurement within the Reserved Business Area, except to the extent Spinco determines, after consultation with counsel, (A) that the terms and conditions proposed by Parent reasonably could be interpreted to violate Applicable Law, the applicable Shared ContractContract (Spinco Companies), the terms of this Agreement, or the terms of any other agreement to which a Spinco Company is bound as of the date hereof, or (B) the scope of the work proposed in the quotation, bid or proposal would create an organizational conflict of interest for Spinco or RMT Parent. Parent shall submit any such quotations, bids or proposals along with all necessary accompanying information to Spinco or its applicable Subsidiary at least five (5) Business Days (or such other period as shall be consistent with the applicable proposal cycle time) prior to the date that the proposal is due to be submitted. Upon request by Parent, Spinco shall, and shall cause all Spinco CompaniesCompanies to, to file, prosecute or intervene in all bid protest actions on behalf of Parent, subject to Spinco’s exercise of reasonable discretion (after consulting with outside counsel) that it has satisfied its obligations under Applicable Law prior to the filing, prosecution or intervention in such bid protests. (iv) For the avoidance of doubt, the Spinco Companies shall not be required to submit on behalf of the Parent Business any quotations, bids, or proposals under the Shared Contracts (Spinco Companies) outside of the Reserved Business Area. (v) No later than forty-five (45) days after the Distribution Date, the Parties shall (A) hold a pipeline review meeting and establish a regular cadence for meetings to conduct the pipeline review, (B) identify their respective points of contact with respect to the Shared Contracts (Spinco Companies) and (C) discuss, and if mutually agreeable, prepare a concept of operations (CONOPS) protocol addressing the procedures to be utilized by the Parties with respect to future bids.

Appears in 1 contract

Samples: Shared Contracts Agreement (Leidos Holdings, Inc.)

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Future Bids. With respect to the Shared Contracts (Spinco Parent Companies), from and after the date of this Agreement and during the term of such Shared Contracts (Spinco Parent Companies), Spinco Parent shall provide ParentSpinco, in writing, the following: (i) projected any draft task order request for proposal (“TO RFP”), (ii) any customer-announced intent to release a draft TO RFP, (iii) any draft TO RFP release dates and (iv) any final TO RFP under such Shared Contracts promptly after becoming aware thereof and (ii) a copy Parent Companies). Each of each task order request for proposal issued under such Shared Contracts the foregoing shall be provided to Spinco simultaneously with SpincoParent’s internal distribution of the same, but in no event later than two (2) Business Days after releaserelease (or, with respect to release dates, Parent becoming aware thereof), as applicable, and in each case without regard to whether such opportunities fall within or outside of the Reserved Business Area (as defined below). With respect to each Shared Contract (Spinco Parent Companies), the following terms and conditions shall apply: (i) Spinco Parent shall have the right in its sole discretion to submit, or to cause its Subsidiaries to submit, on SpincoParent’s behalf or on behalf of any of its Subsidiaries, any quotations, bids or proposals under the Shared Contracts (Spinco Parent Companies) (a “Spinco Parent Bid”), except other than quotations, bids or proposals for proposals in prospective Orders within the reserved business areas described on Exhibit D (Spinco Companies) (such reserved business areas, the “Reserved Business Area”). (ii) Spinco Parent shall nothave the first right, and shall in its sole discretion, to submit, or to cause its Subsidiaries not toto submit, submit on SpincoParent’s behalf or on behalf of any of its Subsidiaries Subsidiaries, any Spinco Parent Bid under a the Shared Contract Contracts (Parent Companies) in the Reserved Business Area. Parent shall provide notice to Spinco of whether Parent intends to submit a Parent Bid for a prospective Order in the Reserved Business Area no later than the earlier of (A) seven (7) days after release of the applicable TO RFP, or (B) if such TO RFP requires notification of intent to bid by a specified date, two (2) Business Days prior to such date. (iii) Subject If Parent shall decide in its sole discretion not to submit a Parent Bid for a prospective Order under Section 2(c)(ii) above then, subject to the terms and conditions of this Agreement, Parent Spinco shall have the right to request request, within three (3) Business Days after receipt of the applicable TO RFP from Parent (or, if later, within three (3) Business Days after Parent’s delivery of the notice contemplated in Section 2(c)(ii)), that Spinco Parent submit, or cause its applicable Subsidiary to submit, on behalf of the Parent Spinco Business, any quotations, bids or proposals for work under the Shared Contracts (Spinco Parent Companies) within the Reserved Business Area, on the terms and conditions proposed by the Parent Spinco Business, and Spinco Parent agrees to, or to cause its applicable Subsidiary to, submit such quotations, bids or proposals in connection with any procurement within the Reserved Business Area, except to the extent Spinco Parent determines, after consultation with counsel, (A) that the terms and conditions proposed by Parent Spinco reasonably could be interpreted to violate Applicable Law, the applicable Shared ContractContract (Parent Companies), the terms of this Agreement, or the terms of any other agreement to which a Spinco Parent Company is bound as of the date hereof, or (B) the scope of the work proposed in the quotation, bid or proposal would create an organizational conflict of interest for RMT Parent or Spinco. Spinco or RMT Parent. Parent shall submit any such quotations, bids or proposals along with all necessary accompanying information to Spinco Parent or its applicable Subsidiary at least five (5) Business Days (or such other period as shall be consistent with the applicable proposal cycle time) prior to the date that the proposal is due to be submitted. Upon request by ParentSpinco, Spinco Parent shall, and shall cause all Spinco CompaniesParent Companies to, to file, prosecute or intervene in all bid protest actions on behalf of ParentSpinco, subject to SpincoParent’s exercise of reasonable discretion (after consulting with outside counsel) that it has satisfied its obligations under Applicable Law prior to the filing, prosecution or intervention in such bid protests. (iv) For the avoidance of doubt, the Spinco Parent Companies shall not be required to submit on behalf of the Parent Spinco Business any quotations, bids, or proposals under the Shared Contracts (Spinco Parent Companies) either (A) outside of the Reserved Business Area, or (B) if Parent or the applicable Parent subsidiary intends to submit a quotation, bid or proposal for that prospective Order on its own account. (v) No later than forty-five (45) days after the Distribution Date, the Parties shall (A) hold a pipeline review meeting and establish a regular cadence for meetings to conduct the pipeline review, (B) identify their respective points of contact with respect to the Shared Contracts (Spinco Companies) and (C) discuss, and if mutually agreeable, prepare a concept of operations (CONOPS) protocol addressing the procedures to be utilized by the Parties with respect to future bids.

Appears in 1 contract

Samples: Shared Contracts Agreement (Leidos Holdings, Inc.)

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