The Parties agree that the Request for Proposal (RFP) document issued by [PARTY A] on [DATE] and the Proposal submitted by [PARTY B] on [DATE] in response to the RFP shall form part of this Agreement. No amendments, modifications or changes may be made to the RFP or the Proposal except as expressly permitted under this Agreement or as agreed in writing between the Parties.
Here is a plain English explanation of the No Amendments to RFP Permitted clause:
- The RFP (Request for Proposal) issued by Party A and the Proposal submitted by Party B in response are part of this Agreement.
- Neither the RFP nor the Proposal can be altered, amended, modified or changed.
- The only exceptions are changes expressly allowed under this Agreement.
- Or changes the Parties agree to in writing.
- The purpose is to freeze the RFP and Proposal as originally issued.
- This prevents either Party from later trying to reinterpret or revise their meaning.
- It provides certainty about the agreed parameters that led to the contract.
- Any desired changes to the RFP or Proposal need formal written consent.
- This clause locks in the scope and terms based on the original procurement process.
The practice of freezing bid solicitation documents and vendor proposals has its origins in 19th century English public procurement.
As competitive bidding for government contracts grew, problems arose when parties later disputed the scope or meaning of initial tender documents. This led to contract disputes and delays.
To address this, standard clauses emerged requiring bid solicitations and winning proposals be incorporated unchanged into final contracts. This prevented ex post facto changes. English courts upheld such clauses as protecting the integrity of the bidding process.
By the 20th century, private sector English contracts adopted similar "no changes" clauses for major procurements. This provided certainty for both buyers and sellers on the ultimate terms. As procurement became more complex, these clauses evolved to allow modifications if formally change processed.
Today, English law sees bid freezing as critical to fair contracting. Allowing unilateral changes after award invites abuse and undermines competition. But controlled modifications are permitted.
Provisions like "No Amendments to RFP Permitted" trace back to efforts to rein in ambiguous bids and enhance procurement integrity.