# How Do Privilege Clauses in an Rfp Interact with the Implied Duty of Good Faith? ▴ Question

**Published:** 2025-08-09
**Categories:** Question

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## Concept

The request for proposal (RFP) process represents a foundational mechanism for price discovery and vendor selection in capital projects and corporate procurement. At its core, it is a structured competition. Within this competitive framework, two legal doctrines operate in a state of inherent, dynamic tension ▴ the privilege clause and the implied [duty of good faith](https://prime.greeks.live/area/duty-of-good-faith/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite). Understanding their interaction is a prerequisite for any entity, whether owner or bidder, seeking to navigate the [procurement process](https://prime.greeks.live/question/what-are-the-primary-legal-differences-between-a-tender-process-and-an-rfp-process-in-public-sector-procurement/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) with strategic precision and to mitigate the substantial financial risks involved.

A [privilege clause](https://prime.greeks.live/area/privilege-clause/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) is an explicit term within the [RFP documents](https://prime.greeks.live/area/rfp-documents/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) granting the issuing entity, or owner, a significant degree of discretion. Most commonly, it stipulates that the owner is not obligated to accept the lowest-priced bid, or any bid at all. From a systems perspective, this clause functions as a control valve, designed to protect the owner from being mechanically bound to an undesirable outcome. It allows for a qualitative assessment that transcends a simple quantitative comparison of bid prices, accommodating considerations of vendor experience, methodology, or even perceived risk, provided these considerations are handled correctly.

> A privilege clause reserves the owner’s right to exercise discretion, while the duty of good faith dictates the acceptable parameters of that discretion.

Operating in parallel is the implied duty of [good faith](https://prime.greeks.live/area/good-faith/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) and fair dealing. This duty is not typically written into the [RFP](https://prime.greeks.live/area/rfp/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) documents but is imposed by courts to uphold the integrity of the bidding process. The legal rationale is that bidders invest significant resources ▴ time, expertise, and capital ▴ to prepare and submit a bid. This investment is made on the understanding that they are participating in a fair and transparent competition.

The duty of good faith ensures that this investment is not rendered worthless by an owner’s arbitrary, capricious, or unfair conduct. It transforms the RFP from a mere invitation for offers into a binding process contract, often referred to in Canadian law as “[Contract A](https://prime.greeks.live/area/contract-a/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite),” which governs the conduct of the competition itself.

The fundamental interaction, therefore, is one of limitation. The privilege clause grants power, while the duty of good faith constrains that power. The owner’s discretion is real, but it is not absolute. It cannot be wielded to undermine the very foundation of the competitive process it was designed to facilitate.

For instance, an owner cannot accept a bid that fails to meet the mandatory submission requirements outlined in the RFP, as doing so would be unfair to all the compliant bidders who dedicated resources to meeting those requirements. The privilege clause does not provide a shield for such an action. The entire system is predicated on a balance ▴ the owner retains the flexibility to make a sound business decision, while the bidders are protected from procedural injustice. This delicate equilibrium is the central arena where procurement disputes are fought and won.

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## Strategy

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## The Contract a Framework

The strategic navigation of the RFP process hinges on a deep understanding of the “Contract A/[Contract B](https://prime.greeks.live/area/contract-b/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite)” legal framework. The issuance of an RFP is an invitation to treat. The submission of a [compliant bid](https://prime.greeks.live/area/compliant-bid/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) constitutes an offer to enter into “Contract A,” a preliminary process contract with the owner. This contract’s terms are the rules of the tender itself, both explicit and implied.

The explicit terms are the instructions, specifications, and clauses written in the RFP documents, including the privilege clause. The implied terms, imposed by common law, centrally feature the duty of good faith and fair dealing toward all bidders. The final award of the project to the successful bidder then forms “Contract B,” the substantive construction or service agreement.

The creation of Contract A is the critical event. It establishes a binding legal relationship and imposes mutual obligations before the final contract is ever signed. For the bidder, the primary obligation is to honor its submitted price and terms if selected. For the owner, the obligations are procedural ▴ to conduct a fair evaluation based on the stated criteria and to act in good faith.

The privilege clause exists within this Contract A environment. It is a tool of discretion, but its exercise is governed by the overarching duty of fairness inherent in Contract A. An owner who relies on a privilege clause to, for example, award a contract based on a secret preference for a local contractor not mentioned in the [evaluation criteria](https://prime.greeks.live/question/how-can-an-organization-determine-the-appropriate-weighting-for-evaluation-criteria-in-an-rfp/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite), is likely breaching Contract A with all other compliant bidders.

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## Permissible and Impermissible Discretion

The strategic challenge for an owner is to leverage the flexibility of the privilege clause without violating the duty of fairness. The line between permissible and impermissible discretion is often nuanced and has been defined by extensive case law. An owner can, for instance, rely on a privilege clause to bypass the lowest bid in favor of a higher-priced bid that offers a significantly better warranty, a more robust project methodology, or a more experienced team, provided the RFP indicated that such factors would be part of the evaluation. This is considered a legitimate business decision that falls within the intended scope of the privilege clause.

> The core strategic principle is that all actions taken under the authority of a privilege clause must be justifiable by the rules and criteria disclosed within the tender documents.

Conversely, the duty of good faith is breached when the privilege clause is used as a cover for conduct that is unfair or undermines the integrity of the competition. This includes actions such as [bid shopping](https://prime.greeks.live/area/bid-shopping/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) (using one bidder’s price to negotiate a lower price from another), awarding the contract to a non-compliant bidder, or cancelling the entire tender process in [bad faith](https://prime.greeks.live/area/bad-faith/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) to avoid awarding the contract to a deserving but disfavored bidder. These actions are impermissible because they violate the foundational understanding that all bidders are competing on a level playing field defined by the RFP’s terms.

The following table illustrates the strategic boundaries set by the duty of good faith on the exercise of power granted by a privilege clause.

| Action Under Privilege Clause | Permissibility Analysis | Governing Principle |
| --- | --- | --- |
| Accepting a bid other than the lowest price. | Permissible, if the evaluation criteria disclosed in the RFP included non-price factors (e.g. experience, schedule, quality). | The evaluation must be consistent with the disclosed criteria. |
| Waiving a minor, non-material defect in a bid. | Generally permissible, if the clause specifically allows for waiver of defects and the defect does not give the bidder a competitive advantage. | The principle of fairness requires that no bidder be given an unfair advantage. |
| Awarding a contract to a non-compliant bidder. | Impermissible. Accepting a bid that fails to meet mandatory RFP requirements is a fundamental breach of the duty of fairness to all compliant bidders. | The duty to reject non-compliant bids is a core component of the duty of good faith. |
| Applying an undisclosed evaluation criterion. | Impermissible. Bidders must be evaluated solely on the criteria made available to them in the RFP documents. | Transparency and fairness require that all bidders know the “rules of the game” in advance. |
| Cancelling the RFP after bids are opened. | Permissible for a legitimate business reason (e.g. budget constraints, change in project scope). Impermissible if done in bad faith (e.g. to avoid awarding to a specific compliant bidder). | The owner’s discretion must be exercised for a proper purpose, not an extraneous or malicious one. |

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## Execution

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## Operational Protocols for Owners

For an owner issuing an RFP, the execution of a defensible procurement process requires a disciplined, systematic approach. The goal is to construct an RFP and evaluation framework that preserves necessary discretion while being insulated from legal challenges. This involves careful drafting and procedural rigor.

- **Drafting the Privilege Clause** ▴ The clause should be clear and comprehensive. A simple statement that “the lowest or any tender will not necessarily be accepted” is standard. However, for more complex procurements, owners should consider including more specific privileges, such as the right to waive minor informalities, the right to clarify bids, and the right to accept a bid that offers the “best value” as determined by the disclosed evaluation criteria. Each privilege an owner may wish to exercise must be explicitly reserved in the documents. 

- **Defining Evaluation Criteria** ▴ This is the most critical step in mitigating risk. All criteria that will be used to evaluate bids must be disclosed. If a scoring matrix is used, the relative weighting of each category (e.g. Price 40%, Experience 30%, Schedule 20%, Methodology 10%) should be provided. This transparency prevents subsequent claims of an unfair evaluation based on secret preferences. 

- **Maintaining a Compliant Process** ▴ Procedural discipline is paramount. A clear distinction must be made between mandatory requirements (which, if unmet, must lead to disqualification) and desirable attributes. This distinction must be clear in the RFP documents. The evaluation team must apply these rules consistently to all bidders. Any communication with bidders post-submission should be handled with extreme care, typically limited to seeking clarification rather than allowing a bidder to repair a non-compliant bid. 

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## Execution Framework for Bidders

For a bidder, success involves not only submitting a competitive and compliant bid but also understanding the recourse available when an owner breaches the duty of good faith. A bidder’s primary execution strategy is to build a compliant bid that is beyond reproach. However, if a procurement process appears to have been conducted unfairly, a bidder has grounds to seek remedy.

The remedy for a breach of Contract A is typically damages, calculated to put the wronged bidder in the position it would have been in had the breach not occurred. This often includes the costs of preparing the bid and, in many cases, the lost profit that would have been earned on Contract B. To succeed in such a claim, a bidder must typically prove the following elements.

- **Existence of Contract A** ▴ The bidder must demonstrate that it submitted a compliant bid in response to the RFP, thereby creating a Contract A with the owner. 

- **Breach of a Term** ▴ The bidder must prove that the owner breached a term of Contract A. This could be an explicit term or, more commonly, the implied term of fairness and good faith. 

- **Causation and Damages** ▴ The bidder must show that the owner’s breach caused its damages. For a lost profit claim, this usually involves demonstrating that, had the owner conducted the process fairly (e.g. by disqualifying a non-compliant winner), the complaining bidder would have been awarded the contract. 

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## Key Indicators of a Breach of Good Faith

Bidders should be alert to certain red flags during a procurement process that may indicate a breach of the duty of fairness. The following table outlines common scenarios and the potential breach they represent.

| Scenario | Potential Breach of Duty | Legal Implication |
| --- | --- | --- |
| The contract is awarded to a bidder whose submission was visibly non-compliant (e.g. missing a mandatory form, failing to meet a key technical specification). | Failure to enforce the mandatory requirements of the RFP against all bidders. | This is a direct breach of the duty to treat all bidders fairly and equally. |
| The owner enters into negotiations with one bidder to alter their price or scope after bids have closed. | Engaging in “bid repair” or “bid shopping,” which gives one bidder an unfair advantage. | This undermines the integrity of the sealed-bid competition. |
| The debriefing from the owner reveals that the evaluation was based on factors not mentioned in the RFP. | Application of undisclosed evaluation criteria. | A breach of the requirement for transparency; bidders could not have known the true basis of the competition. |
| The owner cancels the tender for a flimsy or unsubstantiated reason after seeing the prices, and shortly after re-tenders for the same work. | Exercising the privilege to cancel in bad faith, possibly to avoid awarding to a compliant but disliked bidder. | The discretion granted by the privilege clause must be exercised for a proper and legitimate business purpose. |

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## References

- The Procurement Office. “The Privilege Clause Paradox.” Procurement Office, Accessed August 7, 2024.

- Singleton Reynolds. “Procurement and the Duty of Good Faith.” Singleton Reynolds, Accessed August 7, 2024.

- Parcells, Lindsay. “The Privilege Clause ▴ The Power & Perils.” The Procurement School, July 27, 2017.

- Gowling WLG. “Bad faith and privilege clauses in tender document.” Gowling WLG, November 12, 2015.

- Singleton Reynolds. “No “Free Passes” ▴ Limits on Privilege and Discretion Clauses in Competitive Bidding.” Singleton Reynolds, July 30, 2018.

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## Reflection

The legal architecture governing RFPs reveals a system designed to balance competing interests ▴ an owner’s need for discretionary business judgment against a bidder’s right to a fair competitive process. The interplay between privilege clauses and the duty of good faith is the primary regulatory mechanism within this system. Viewing this interaction not as a conflict but as a set of operational parameters allows for a more sophisticated approach to procurement.

The knowledge of these parameters is a component of a larger intelligence framework. For both issuers and bidders, the ultimate strategic advantage lies in mastering these rules of engagement, transforming legal constraints into a predictable and manageable part of the operational landscape.

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## Glossary

<a href="https://prime.greeks.live/question/what-are-the-primary-legal-differences-between-a-tender-process-and-an-rfp-process-in-public-sector-procurement/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Procurement Process

A tender creates a binding process contract upon bid submission; an RFP initiates a flexible, non-binding negotiation. </a><a href="https://prime.greeks.live/area/duty-of-good-faith/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Duty of Good Faith

Meaning ▴ The Duty of Good Faith represents a foundational behavioral expectation, compelling parties within a contractual or systemic interaction to act with honesty, fairness, and adherence to the spirit of their agreement, rather than solely to its literal terms. </a><a href="https://prime.greeks.live/area/privilege-clause/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Privilege Clause

Meaning ▴ The Privilege Clause designates a specific, pre-negotiated operational allowance or enhanced access right granted to an institutional participant within a digital asset derivatives trading system. </a><a href="https://prime.greeks.live/area/rfp-documents/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Rfp Documents

Meaning ▴ RFP Documents constitute formal solicitations issued by institutional principals to prospective vendors, requesting detailed proposals for the provision of services, technology solutions, or liquidity in the digital asset derivatives domain. </a><a href="https://prime.greeks.live/area/good-faith/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Good Faith

Meaning ▴ Good Faith, in a financial and operational context, denotes the adherence to honest intent and absence of fraudulent or deceptive conduct during contractual agreements and transactional processes. </a><a href="https://prime.greeks.live/area/rfp/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Rfp

Meaning ▴ A Request for Proposal (RFP) is a formal, structured document issued by an institutional entity seeking competitive bids from potential vendors or service providers for a specific project, system, or service. </a><a href="https://prime.greeks.live/area/contract-a/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Contract A

Meaning ▴ Contract A defines a standardized, digitally-native forward agreement for a specific digital asset. </a><a href="https://prime.greeks.live/area/compliant-bid/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Compliant Bid

Meaning ▴ A Compliant Bid signifies a price quotation or order submission that rigorously adheres to all pre-defined operational, financial, and regulatory parameters established within an institutional trading system. </a><a href="https://prime.greeks.live/area/contract-b/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Contract B

Meaning ▴ Contract B, formally designated as a Dynamic Basis Swap, represents a configurable, principal-to-principal digital asset derivative instrument designed to optimize capital efficiency and manage complex yield or hedging requirements across disparate market structures. </a><a href="https://prime.greeks.live/question/how-can-an-organization-determine-the-appropriate-weighting-for-evaluation-criteria-in-an-rfp/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Evaluation Criteria

An RFP's evaluation criteria weighting is the strategic calibration of a decision-making architecture to deliver an optimal, defensible outcome. </a><a href="https://prime.greeks.live/area/bid-shopping/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
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## Bid Shopping

Meaning ▴ Bid shopping defines the strategic practice of leveraging a price quotation received from one liquidity provider to solicit a more competitive price from an alternative counterparty for the identical financial instrument and size. </a><a href="https://prime.greeks.live/area/bad-faith/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
![A dynamic visual representation of an institutional trading system, featuring a central liquidity aggregation engine emitting a controlled order flow through dedicated market infrastructure. This illustrates high-fidelity execution of digital asset derivatives, optimizing price discovery within a private quotation environment for block trades, ensuring capital efficiency](https://options.greeks.live/wp-content/uploads/2025/07/principal-os-driving-high-fidelity-execution-for-digital-asset-derivatives-through-optimized-rfq-protocols-and-smart-order-routing.jpg)

## Bad Faith

Meaning ▴ Bad Faith denotes a deliberate action or omission that deviates from established transactional protocols or implied fair dealing, specifically engineered to exploit system vulnerabilities or informational asymmetries for undue advantage within a digital asset trading environment. </a>

**Tags:** [Duty of Good Faith](https://options.greeks.live/area/duty-of-good-faith/), [Bid Shopping](https://options.greeks.live/area/bid-shopping/), [Compliant Bid](https://options.greeks.live/area/compliant-bid/), [Undisclosed Criteria](https://options.greeks.live/area/undisclosed-criteria/), [Contract A](https://options.greeks.live/area/contract-a/), [Procurement Law](https://options.greeks.live/area/procurement-law/)	

## Discover More

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### [Can a Well-Drafted “Rights Reserved” Clause in an Rfp Completely Eliminate All Legal Liability for Cancellation?](https://options.greeks.live/question/can-a-well-drafted-rights-reserved-clause-in-an-rfp-completely-eliminate-all-legal-liability-for-cancellation/)
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A well-drafted 'Rights Reserved' clause is a powerful liability shield, not an absolute immunity, whose integrity depends on operational discipline.

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### [How Does the Duty of Fairness Apply Differently in Binding versus Non-Binding Rfp Processes?](https://options.greeks.live/question/how-does-the-duty-of-fairness-apply-differently-in-binding-versus-non-binding-rfp-processes/)
![Interconnected, precisely engineered modules, resembling Prime RFQ components, illustrate an RFQ protocol for digital asset derivatives. The diagonal conduit signifies atomic settlement within a dark pool environment, ensuring high-fidelity execution and capital efficiency. This visual metaphor encapsulates market microstructure and latency optimization.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-protocol-engine.jpg)

The duty of fairness in a binding RFP is a set of enforceable procedural rules; in a non-binding RFP, it is a baseline for good-faith negotiation.

- 
### [What Are the Financial Consequences of Breaching the Duty of Good Faith in an Rfp?](https://options.greeks.live/question/what-are-the-financial-consequences-of-breaching-the-duty-of-good-faith-in-an-rfp/)
![Intersecting angular structures symbolize dynamic market microstructure, multi-leg spread strategies. Translucent spheres represent institutional liquidity blocks, digital asset derivatives, precisely balanced. This illustrates sophisticated RFQ protocol execution, optimal price discovery, capital efficiency within a Prime RFQ, minimizing slippage.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-platform-4.jpg)

A breach of good faith in an RFP can lead to significant financial liability, including the recovery of lost profits and bid preparation costs.

- 
### [How Can a ‘No Contract’ Clause in an Rfp Protect an Issuing Organization?](https://options.greeks.live/question/how-can-a-no-contract-clause-in-an-rfp-protect-an-issuing-organization/)
![Precision metallic bars intersect above a dark circuit board, symbolizing RFQ protocols driving high-fidelity execution within market microstructure. This represents atomic settlement for institutional digital asset derivatives, enabling price discovery and capital efficiency. The Prime RFQ underpins algorithmic trading, minimizing latency.](https://options.greeks.live/wp-content/uploads/2025/08/institutional-digital-asset-derivatives-rfq-protocol-execution-precision-systemic-framework.jpg)

A 'no contract' clause protects an organization by defining the RFP as a non-binding invitation, preserving total control over the outcome.

- 
### [How Can a Privilege Clause Protect an Organization during an Rfp Process?](https://options.greeks.live/question/how-can-a-privilege-clause-protect-an-organization-during-an-rfp-process/)
![A dark, sleek, disc-shaped object features a central glossy black sphere with concentric green rings. This precise interface symbolizes an Institutional Digital Asset Derivatives Prime RFQ, optimizing RFQ protocols for high-fidelity execution, atomic settlement, capital efficiency, and best execution within market microstructure.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-protocol-control-system.jpg)

A privilege clause protects an organization by reserving specific rights, such as rejecting any bid, to manage risks and maintain control over the RFP process.

- 
### [How Does the Legal Standing of an Rfi Differ from That of an Rfp?](https://options.greeks.live/question/how-does-the-legal-standing-of-an-rfi-differ-from-that-of-an-rfp/)
![A sophisticated digital asset derivatives trading mechanism features a central processing hub with luminous blue accents, symbolizing an intelligence layer driving high fidelity execution. Transparent circular elements represent dynamic liquidity pools and a complex volatility surface, revealing market microstructure and atomic settlement via an advanced RFQ protocol.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocols-high-fidelity-execution-framework-optimizing-market-microstructure-price-discovery-intelligence-layer.jpg)

An RFI is a non-binding tool for market intelligence, while an RFP is a formal solicitation that can create legally binding obligations.

- 
### [What Are the Most Common Causes of Rfp Disputes in Common Law Jurisdictions?](https://options.greeks.live/question/what-are-the-most-common-causes-of-rfp-disputes-in-common-law-jurisdictions/)
![A central concentric ring structure, representing a Prime RFQ hub, processes RFQ protocols. Radiating translucent geometric shapes, symbolizing block trades and multi-leg spreads, illustrate liquidity aggregation for digital asset derivatives. Sharp angular elements highlight high-fidelity execution and price discovery in market microstructure.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocol-execution-engine-4.jpg)

RFP disputes in common law arise from ambiguity, flawed evaluations, and broken communication, which undermine the duty of fairness.

- 
### [Can a Bidder Successfully Sue for Proposal Costs If an Rfp Is Cancelled under a Broad Privilege Clause?](https://options.greeks.live/question/can-a-bidder-successfully-sue-for-proposal-costs-if-an-rfp-is-cancelled-under-a-broad-privilege-clause/)
![A sleek, high-fidelity beige device with reflective black elements and a control point, set against a dynamic green-to-blue gradient sphere. This abstract representation symbolizes institutional-grade RFQ protocols for digital asset derivatives, ensuring high-fidelity execution and price discovery within market microstructure, powered by an intelligence layer for alpha generation and capital efficiency.](https://options.greeks.live/wp-content/uploads/2025/07/prime-os-institutional-digital-asset-derivatives-rfq-execution-terminal-system.jpg)

A bidder can sue for proposal costs if the owner's cancellation breaches the implied duty of fairness in the bidding contract.

- 
### [What Is the “Contract A/Contract B” Theory in RFP Law?](https://options.greeks.live/question/what-is-the-contract-a-contract-b-theory-in-rfp-law/)
![Abstract, sleek forms represent an institutional-grade Prime RFQ for digital asset derivatives. Interlocking elements denote RFQ protocol optimization and price discovery across dark pools. A luminous sphere signifies high-fidelity execution for multi-leg spreads and atomic settlement.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocol-execution-engine-5.jpg)

The "Contract A/Contract B" theory is a legal framework where the bidding process itself forms a binding preliminary contract (Contract A), which dictates the rules for awarding the final performance contract (Contract B).

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---

**Original URL:** https://options.greeks.live/question/how-do-privilege-clauses-in-an-rfp-interact-with-the-implied-duty-of-good-faith/
