# How Does the Concept of 'Duty of Fairness' Differ between a Binding and Non-Binding Rfp? ▴ Question

**Published:** 2025-08-07
**Categories:** Question

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![Two distinct modules, symbolizing institutional trading entities, are robustly interconnected by blue data conduits and intricate internal circuitry. This visualizes a Crypto Derivatives OS facilitating private quotation via RFQ protocol, enabling high-fidelity execution of block trades for atomic settlement](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-prime-os-engine-interconnect-for-optimal-rfq-execution.jpg)

![A sleek, modular institutional grade system with glowing teal conduits represents advanced RFQ protocol pathways. This illustrates high-fidelity execution for digital asset derivatives, facilitating private quotation and efficient liquidity aggregation](https://options.greeks.live/wp-content/uploads/2025/08/institutional-digital-asset-derivatives-ecosystem-powering-high-fidelity-rfq-execution-and-optimal-liquidity-discovery.jpg)

## Concept

![A transparent cylinder containing a white sphere floats between two curved structures, each featuring a glowing teal line. This depicts institutional-grade RFQ protocols driving high-fidelity execution of digital asset derivatives, facilitating private quotation and liquidity aggregation through a Prime RFQ for optimal block trade atomic settlement](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocol-high-fidelity-execution-6.jpg)

## The Contract as a System

In the world of procurement, the Request for Proposals (RFP) is a foundational mechanism. It is a structured process designed to solicit proposals from potential vendors for goods, services, or assets. At its core, an RFP is an information discovery tool. However, the nature of the obligations that arise from this process depends entirely on its initial design, specifically whether it is structured as a binding or non-binding process.

This architectural choice determines the entire legal and operational landscape for all participants, fundamentally altering the rights, responsibilities, and risks involved. The distinction is not merely semantic; it dictates the very existence of a [legally enforceable](https://prime.greeks.live/question/what-happens-if-a-netting-agreement-is-not-legally-enforceable-in-a-counterpartys-jurisdiction/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) ‘[duty of fairness](https://prime.greeks.live/area/duty-of-fairness/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite)’.

The critical framework for understanding this distinction is the “[Contract A](https://prime.greeks.live/area/contract-a/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite)/Contract B” model, a concept solidified in Canadian jurisprudence but influential in procurement logic globally. This model posits that certain types of procurement processes, typically called tenders or binding RFPs, create two distinct contracts. The submission of a compliant bid in response to the RFP forms “Contract A,” a preliminary [process contract](https://prime.greeks.live/area/process-contract/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) that governs the conduct of the procurement itself. The primary terms of Contract A are the rules laid out in the RFP documents.

The ultimate prize, the contract for the actual work or goods, is “[Contract B](https://prime.greeks.live/area/contract-b/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite),” which is awarded at the conclusion of the process. The legally enforceable ‘duty of fairness’ is an implied and essential term of Contract A. It does not exist as a standalone principle in this context; it is a direct product of the formation of this initial process contract.

![A sophisticated, multi-layered trading interface, embodying an Execution Management System EMS, showcases institutional-grade digital asset derivatives execution. Its sleek design implies high-fidelity execution and low-latency processing for RFQ protocols, enabling price discovery and managing multi-leg spreads with capital efficiency across diverse liquidity pools](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-trading-platform-market-microstructure.jpg)

## Binding Vs Non-Binding Protocols

A [binding RFP](https://prime.greeks.live/area/binding-rfp/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) is one that is structured to create Contract A upon the submission of a compliant proposal. The language of the RFP document is paramount. It will typically use formal, obligatory language, specify that bids are irrevocable for a certain period, and lay out a clear, non-discretionary evaluation methodology. By submitting a bid, the proponent agrees to the rules of the process (Contract A) and makes a binding offer that, if accepted, will form Contract B. The issuer, in turn, is bound by the rules it has set, including the obligation to evaluate all compliant bids fairly and consistently according to those rules.

Conversely, a [non-binding RFP](https://prime.greeks.live/area/non-binding-rfp/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite) is explicitly designed to prevent the formation of Contract A. It is, in legal terms, an “[invitation to treat](https://prime.greeks.live/area/invitation-to-treat/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite)” or a request to negotiate. It is an expression of interest in receiving offers, not a formal offer to enter into a process contract. The language in these documents is deliberately flexible, often including clauses that state no contractual obligations arise from the submission of a proposal, that the issuer is not required to accept any proposal, and that it retains the discretion to negotiate with any or all proponents, or to cancel the process entirely.

In this structure, because no Contract A is formed, the specific, contractually-implied ‘duty of fairness’ that is central to the binding process does not arise. Any obligation to act fairly is significantly diminished, shifting from a contractual requirement to a matter of reputational management or, in the public sector, a more general administrative law duty of procedural fairness.

> The choice between a binding and non-binding RFP is a foundational design decision that defines the legal and operational parameters of a procurement process.

Understanding this structural difference is the key. The concept of ‘duty of fairness’ is not a universal ethical guideline that hovers over all procurement; it is a specific legal obligation born from a specific contractual relationship (Contract A). In a binding RFP, the duty is a hard-coded protocol. In a non-binding RFP, it is, at best, a soft-coded guiding principle with far less capacity for enforcement.

![A precise mechanical instrument with intersecting transparent and opaque hands, representing the intricate market microstructure of institutional digital asset derivatives. This visual metaphor highlights dynamic price discovery and bid-ask spread dynamics within RFQ protocols, emphasizing high-fidelity execution and latent liquidity through a robust Prime RFQ for atomic settlement](https://options.greeks.live/wp-content/uploads/2025/07/precision-engineering-driving-institutional-digital-asset-derivatives-execution-across-advanced-rfq-protocols-and-prime-brokerage-frameworks.jpg)

![Intersecting digital architecture with glowing conduits symbolizes Principal's operational framework. An RFQ engine ensures high-fidelity execution of Institutional Digital Asset Derivatives, facilitating block trades, multi-leg spreads](https://options.greeks.live/wp-content/uploads/2025/07/principal-digital-asset-derivatives-rfq-engine-high-fidelity-execution.jpg)

## Strategy

![An abstract visual depicts a central intelligent execution hub, symbolizing the core of a Principal's operational framework. Two intersecting planes represent multi-leg spread strategies and cross-asset liquidity pools, enabling private quotation and aggregated inquiry for institutional digital asset derivatives](https://options.greeks.live/wp-content/uploads/2025/07/prime-os-rfq-protocol-engine-for-institutional-digital-asset-derivatives.jpg)

## Strategic Architecture an Issuer’s Perspective

For an organization issuing an RFP, the choice between a binding and non-binding framework is a critical strategic decision that involves a direct trade-off between control and certainty on one hand, and flexibility and discretion on the other. Opting for a binding RFP, and thereby activating the Contract A/Contract B structure, is a strategy for maximizing price certainty and bidder commitment. This architecture is most effective when the project scope is meticulously defined, the qualifications of potential bidders are comparable, and price is the primary determinant of value.

By creating a formal, rules-based competition, the issuer compels bidders to submit their best offer from the outset, knowing that the process is governed by a legally enforceable duty of fairness. This fairness protocol protects the integrity of the competition, which in turn encourages high-quality submissions.

The strategic cost of this certainty, however, is a significant loss of flexibility. Once Contract A is formed, the issuer is locked into the process defined in the RFP. There is no room to change the [evaluation criteria](https://prime.greeks.live/area/evaluation-criteria/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite), negotiate with bidders on substantive terms post-submission, or accept a bid that deviates from the stated requirements, even if that bid seems advantageous.

Any breach of these process rules constitutes a breach of Contract A, exposing the issuer to litigation and potential liability for damages, which could include the lost profits of the wronged bidder. Therefore, the binding RFP is a rigid but powerful tool for achieving best price in a stable, well-understood procurement environment.

In contrast, a non-binding RFP is a strategy for maximizing flexibility and discretion. This approach is well-suited for projects where the scope is less defined, where innovation and creative solutions are sought, or where factors other than price are paramount. By explicitly stating that the RFP is non-binding and that no Contract A will be formed, the issuer retains the power to negotiate with multiple proponents, refine the project scope based on the proposals received, and ultimately select a partner based on a holistic assessment of value, not just a rigid scoring matrix. This architecture minimizes the legal risks associated with process-based litigation, as there is no contractual duty of fairness to breach.

The trade-off is a reduction in certainty. Bidders may invest less in their proposals, knowing the issuer has no firm commitment to award a contract. There is also a risk of the process becoming a mere “market testing” exercise, which can damage the issuer’s reputation and deter future participation from serious vendors.

![A symmetrical, high-tech digital infrastructure depicts an institutional-grade RFQ execution hub. Luminous conduits represent aggregated liquidity for digital asset derivatives, enabling high-fidelity execution and atomic settlement](https://options.greeks.live/wp-content/uploads/2025/07/prime-os-institutional-digital-asset-derivatives-rfq-system.jpg)

## The Bidder’s Strategic Calculus

For a bidder, the strategic landscape is a mirror image of the issuer’s. Responding to a binding RFP provides a significant degree of process security. The existence of Contract A and its implied duty of fairness acts as a shield, ensuring that the bidder’s investment in preparing a compliant proposal will be respected. The bidder can operate with the confidence that the rules are fixed, that all competitors will be judged by the same standards, and that favouritism or undisclosed preferences are legally actionable.

This protection is a core component of the value proposition for participating in a formal tender. The strategic risk for the bidder is that their submission is an irrevocable offer. There is no opportunity to withdraw or amend it if a mistake is made or market conditions change. The bidder is committed to entering Contract B if their proposal is selected.

In a non-binding process, the bidder’s strategic calculus is dominated by uncertainty and risk assessment. Without the protection of Contract A, the bidder has no legal recourse if the issuer runs a flawed or unfair process. The issuer can pick and choose elements from various proposals, negotiate exclusively with a preferred party, or abandon the project without reason. This requires the bidder to be more cautious in the level of investment and intellectual property they disclose in their proposal.

However, the non-binding nature also presents an opportunity. It allows for more dialogue and negotiation, enabling a bidder to better understand the issuer’s needs and tailor a solution. It transforms the interaction from a rigid, one-shot competition into a more dynamic and potentially collaborative courtship, where the ability to negotiate effectively can be more important than submitting the lowest price.

![Sleek, domed institutional-grade interface with glowing green and blue indicators highlights active RFQ protocols and price discovery. This signifies high-fidelity execution within a Prime RFQ for digital asset derivatives, ensuring real-time liquidity and capital efficiency](https://options.greeks.live/wp-content/uploads/2025/08/institutional-digital-asset-derivatives-rfq-prime-os-execution-interface.jpg)

## Comparative Strategic Frameworks

The following table outlines the core strategic considerations for both issuers and bidders when choosing between these two procurement architectures.

| Factor | Binding RFP (Contract A/B) | Non-Binding RFP (Invitation to Treat) |
| --- | --- | --- |
| Issuer’s Primary Goal | Price Certainty & Bidder Commitment | Flexibility & Discretion |
| Issuer’s Primary Risk | Litigation from Process Breach (Breach of Contract A) | Reputational Damage & Lack of Bidder Commitment |
| Bidder’s Primary Protection | Legally Enforceable Duty of Fairness | None (Reliance on Issuer’s Reputation) |
| Bidder’s Primary Risk | Irrevocable Bid & Sunk Costs if Unsuccessful | Wasted Effort if Issuer is Not Serious or Runs an Unfair Process |
| Negotiation Scope | Extremely Limited to Non-Existent Post-Submission | Broad and Expected |

![Abstract forms depict interconnected institutional liquidity pools and intricate market microstructure. Sharp algorithmic execution paths traverse smooth aggregated inquiry surfaces, symbolizing high-fidelity execution within a Principal's operational framework](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-microstructure-prime-os-1.jpg)

![Angularly connected segments portray distinct liquidity pools and RFQ protocols. A speckled grey section highlights granular market microstructure and aggregated inquiry complexities for digital asset derivatives](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocol-execution-efficiency.jpg)

## Execution

![Intersecting angular structures symbolize dynamic market microstructure, multi-leg spread strategies. Translucent spheres represent institutional liquidity blocks, digital asset derivatives, precisely balanced](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-platform-4.jpg)

## Executing the Duty of Fairness a Procedural Mandate

In a binding RFP, the duty of fairness is not an abstract ideal; it is an operational mandate with specific, enforceable procedural requirements. The execution of the procurement process is governed by the terms of Contract A, and any deviation is a breach. The issuer’s project team must operate with rigorous discipline to ensure compliance. The duty of fairness in this context manifests as a series of concrete obligations that must be meticulously managed throughout the lifecycle of the procurement.

> In a binding RFP, the duty of fairness is an operational mandate with specific, enforceable procedural requirements.

These obligations dictate the flow of the entire process, from the moment the RFP is issued to the final award of Contract B. Failure at any step can invalidate the entire process and expose the organization to significant legal and financial consequences. The execution requires a systematic, almost mechanical adherence to the pre-defined rules.

- **Duty to Disclose** ▴ The issuer must provide all bidders with the same information and must disclose all the evaluation criteria and the weighting of those criteria in the RFP documents. There can be no hidden preferences or secret scoring metrics.

- **Duty to Reject Non-Compliant Bids** ▴ Any proposal that fails to conform to the mandatory requirements of the RFP must be disqualified. Accepting a non-compliant bid is a fundamental breach of fairness to all other bidders who invested the resources to prepare a compliant submission.

- **Duty to Evaluate Consistently** ▴ All compliant proposals must be evaluated strictly in accordance with the criteria published in the RFP. The evaluation committee cannot introduce new criteria or change weightings after the fact.

- **Duty to Award Contract B** ▴ Barring explicit and carefully drafted exceptions in the RFP, the issuer has an obligation to award the final contract (Contract B) to the bidder whose proposal is ranked highest according to the stated evaluation methodology.

![Geometric planes and transparent spheres represent complex market microstructure. A central luminous core signifies efficient price discovery and atomic settlement via RFQ protocol](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-microstructure-4.jpg)

## Fairness in a Non-Binding System

In a non-binding RFP, the execution phase is characterized by discretion rather than discipline. The absence of Contract A means the issuer is not constrained by a legally enforceable, contract-based duty of fairness. However, this does not imply a complete absence of standards. For public bodies, a duty of procedural fairness under administrative law still applies, though this is a different and often less stringent standard than the contractual duty.

For all issuers, there remains the powerful commercial imperative to maintain a reputation for fair dealing. A process that is perceived as capricious or unethical will deter high-quality vendors from participating in future procurements.

To manage this environment, issuers executing non-binding RFPs rely heavily on carefully drafted privilege and discretion clauses. These clauses explicitly state the “rules of the game” to manage bidder expectations. Common clauses include:

- A statement that the RFP is non-binding and does not create any contractual obligations.

- The right to accept or reject any or all proposals for any reason.

- The right to negotiate with one or more proponents concurrently.

- The right to cancel or modify the procurement process at any time.

The execution of a non-binding RFP is therefore a strategic balancing act. The issuer leverages its flexibility to achieve the best commercial outcome while simultaneously conducting the process in a manner that is transparent and professional enough to keep bidders engaged and preserve market reputation.

![A transparent glass sphere rests precisely on a metallic rod, connecting a grey structural element and a dark teal engineered module with a clear lens. This symbolizes atomic settlement of digital asset derivatives via private quotation within a Prime RFQ, showcasing high-fidelity execution and capital efficiency for RFQ protocols and liquidity aggregation](https://options.greeks.live/wp-content/uploads/2025/07/architecting-high-fidelity-execution-for-institutional-digital-asset-derivatives-rfq-protocols-and-systemic-liquidity-aggregation.jpg)

## Risk and Recourse a Comparative Model

The practical difference in the duty of fairness is most apparent when considering what happens when a bidder feels they have been treated unfairly. The following table models the potential scenarios and outcomes.

| Scenario | Execution in a Binding RFP | Execution in a Non-Binding RFP |
| --- | --- | --- |
| Allegation | Issuer accepted a non-compliant bid from a competitor. | Issuer entered into negotiations with a competitor whose proposal did not meet all “desired” specifications. |
| Legal Basis for Challenge | Breach of the implied duty of fairness within Contract A. | Generally none, assuming the RFP contained a well-drafted discretion clause. |
| Potential Recourse for Bidder | Lawsuit seeking damages, potentially including bid preparation costs and lost profits on the contract. | Limited to withdrawing from the process. Potential for negative publicity for the issuer. |
| Issuer’s Defense | Must prove the accepted bid was, in fact, compliant with all mandatory terms of the RFP. | Point to the explicit non-binding and discretion clauses in the RFP document. |

![A slender metallic probe extends between two curved surfaces. This abstractly illustrates high-fidelity execution for institutional digital asset derivatives, driving price discovery within market microstructure](https://options.greeks.live/wp-content/uploads/2025/07/precision-instrument-navigating-institutional-digital-asset-derivatives-rfq-protocols-for-optimal-price-discovery-and-high-fidelity-execution.jpg)

## References

- M.J.B. Enterprises Ltd. v. Defence Construction (1951) Ltd. 1 S.C.R. 619.

- The Queen v. Ron Engineering & Construction (Eastern) Ltd. 1 S.C.R. 111.

- Martel Building Ltd. v. Canada, 2 S.C.R. 860, 2000 SCC 60.

- Tercon Contractors Ltd. v. British Columbia (Transportation and Highways), 1 S.C.R. 69, 2010 SCC 4.

- Double N Earthmovers Ltd. v. Edmonton (City), 1 S.C.R. 116, 2007 SCC 3.

- Buttcon Ltd. v. Toronto Electric Commissioners, (2003) 65 O.R. (3d) 601 (Ont. S.C.J.).

- Mellco Developments Ltd. v. Portage La Prairie (City), 2002 MBCA 125.

- Paul Emanuelli, “The Law of Public Procurement” (Toronto ▴ LexisNexis Canada, 2017).

![A sophisticated system's core component, representing an Execution Management System, drives a precise, luminous RFQ protocol beam. This beam navigates between balanced spheres symbolizing counterparties and intricate market microstructure, facilitating institutional digital asset derivatives trading, optimizing price discovery, and ensuring high-fidelity execution within a prime brokerage framework](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocol-execution-engine-10.jpg)

## Reflection

![A robust, dark metallic platform, indicative of an institutional-grade execution management system. Its precise, machined components suggest high-fidelity execution for digital asset derivatives via RFQ protocols](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-platform-high-fidelity-price-discovery-and-atomic-settlement-infrastructure.jpg)

## The Architecture of Trust

The distinction between a binding and non-binding RFP is an exercise in system design. The choice is not a matter of selecting a template, but of architecting a relationship. It requires a deep understanding of the project’s objectives, the market’s dynamics, and the organization’s tolerance for risk. The ‘duty of fairness’ is not an external constraint imposed upon the process; it is an emergent property of the system’s design.

A binding process, with its rigid protocols and enforceable duties, is an architecture of certainty. It is designed to produce a predictable outcome in a controlled environment. A non-binding process is an architecture of flexibility. It is designed to allow for discovery and adaptation in a dynamic environment.

Ultimately, the decision rests on a fundamental question ▴ what is the most valuable commodity in the specific procurement? If it is price and commitment, the rigid, fair, and predictable system of a binding RFP is the superior choice. If it is innovation, partnership, and the flexibility to adapt to new information, the discretionary system of a non-binding RFP is more effective.

The challenge for any organization is to look beyond the documents and understand the operational and strategic system they are creating with their choice. The integrity of a procurement system, and the trust it engenders in the market, is a direct result of this foundational architectural decision.

![A metallic disc, reminiscent of a sophisticated market interface, features two precise pointers radiating from a glowing central hub. This visualizes RFQ protocols driving price discovery within institutional digital asset derivatives](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocols-price-discovery.jpg)

## Glossary

<a href="https://prime.greeks.live/question/what-happens-if-a-netting-agreement-is-not-legally-enforceable-in-a-counterpartys-jurisdiction/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
![Abstract geometric design illustrating a central RFQ aggregation hub for institutional digital asset derivatives. Radiating lines symbolize high-fidelity execution via smart order routing across dark pools](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-high-fidelity-execution-architecture.jpg)

## Legally Enforceable

Unenforceable netting reverts risk architecture to a primitive state, magnifying gross exposures and triggering severe capital and liquidity crises. </a><a href="https://prime.greeks.live/area/duty-of-fairness/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
![Precision-engineered metallic discs, interconnected by a central spindle, against a deep void, symbolize the core architecture of an Institutional Digital Asset Derivatives RFQ protocol. This setup facilitates private quotation, robust portfolio margin, and high-fidelity execution, optimizing market microstructure](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocol-core-infrastructure.jpg)

## Duty of Fairness

Meaning ▴ The Duty of Fairness represents a foundational systemic obligation within a digital asset trading venue or protocol, ensuring equitable treatment of all eligible participants. </a><a href="https://prime.greeks.live/area/process-contract/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
![Geometric planes, light and dark, interlock around a central hexagonal core. This abstract visualization depicts an institutional-grade RFQ protocol engine, optimizing market microstructure for price discovery and high-fidelity execution of digital asset derivatives including Bitcoin options and multi-leg spreads within a Prime RFQ framework, ensuring atomic settlement](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-engine-architecture.jpg)

## Process Contract

Meaning ▴ A Process Contract defines a formalized, executable specification for a multi-stage operational or financial workflow within a digital asset ecosystem. </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">
![A robust metallic framework supports a teal half-sphere, symbolizing an institutional grade digital asset derivative or block trade processed within a Prime RFQ environment. This abstract view highlights the intricate market microstructure and high-fidelity execution of an RFQ protocol, ensuring capital efficiency and minimizing slippage through precise system interaction](https://options.greeks.live/wp-content/uploads/2025/07/prime-os-digital-asset-derivatives-rfq-protocol-execution-engine.jpg)

## 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/contract-b/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
![A crystalline sphere, representing aggregated price discovery and implied volatility, rests precisely on a secure execution rail. This symbolizes a Principal's high-fidelity execution within a sophisticated digital asset derivatives framework, connecting a prime brokerage gateway to a robust liquidity pipeline, ensuring atomic settlement and minimal slippage for institutional block trades](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-execution-platform-optimizing-liquidity-and-risk-management-through-advanced-protocols.jpg)

## 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/area/binding-rfp/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
![Intersecting sleek conduits, one with precise water droplets, a reflective sphere, and a dark blade. This symbolizes institutional RFQ protocol for high-fidelity execution, navigating market microstructure](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-framework-optimizing-latent-liquidity-discovery-and-atomic-settlement-protocols.jpg)

## Binding Rfp

Meaning ▴ A Binding Request for Proposal (RFP) defines a formal electronic communication protocol through which a liquidity taker solicits firm, executable price quotes from multiple liquidity providers for a specified digital asset derivative instrument and quantity. </a><a href="https://prime.greeks.live/area/invitation-to-treat/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
![A transparent, multi-faceted component, indicative of an RFQ engine's intricate market microstructure logic, emerges from complex FIX Protocol connectivity. Its sharp edges signify high-fidelity execution and price discovery precision for institutional digital asset derivatives](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-engine-optimized-for-best-execution.jpg)

## Invitation to Treat

Meaning ▴ An Invitation to Treat (I2T) represents a communication from one party expressing a willingness to enter into negotiations, signaling an openness to receive offers rather than making a binding offer itself. </a><a href="https://prime.greeks.live/area/non-binding-rfp/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
![A central toroidal structure and intricate core are bisected by two blades: one algorithmic with circuits, the other solid. This symbolizes an institutional digital asset derivatives platform, leveraging RFQ protocols for high-fidelity execution and price discovery](https://options.greeks.live/wp-content/uploads/2025/07/digital-asset-derivatives-rfq-execution-hub-integrating-algorithmic-intelligence-for-high-fidelity-price-discovery-and-liquidity-aggregation.jpg)

## Non-Binding Rfp

Meaning ▴ A Non-Binding Request for Proposal (RFP) is a formal mechanism for institutions to solicit indicative pricing and liquidity from diverse providers for specific digital asset derivatives. </a><a href="https://prime.greeks.live/area/evaluation-criteria/?utm_source=options.greeks.live&utm_medium=referral&utm_campaign=satellite" class="glossary-item-box">
![Sleek, abstract system interface with glowing green lines symbolizing RFQ pathways and high-fidelity execution. This visualizes market microstructure for institutional digital asset derivatives, emphasizing private quotation and dark liquidity within a Prime RFQ framework, enabling best execution and capital efficiency](https://options.greeks.live/wp-content/uploads/2025/07/prime-os-rfq-protocol-for-institutional-digital-asset-derivatives.jpg)

## Evaluation Criteria

Meaning ▴ Evaluation Criteria define the quantifiable metrics and qualitative standards against which the performance, compliance, or risk profile of a system, strategy, or transaction is rigorously assessed. </a>

**Tags:** [Ron Engineering](https://options.greeks.live/area/ron-engineering/), [Duty of Fairness](https://options.greeks.live/area/duty-of-fairness/), [Bid Compliance](https://options.greeks.live/area/bid-compliance/), [Non-Binding RFP](https://options.greeks.live/area/non-binding-rfp/), [Evaluation Criteria](https://options.greeks.live/area/evaluation-criteria/), [Contract B](https://options.greeks.live/area/contract-b/)	

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### [What Is the Practical Difference between a Binding ‘Contract A’ Rfp and a Non-Binding Rfp?](https://options.greeks.live/question/what-is-the-practical-difference-between-a-binding-contract-a-rfp-and-a-non-binding-rfp/)
![A central blue sphere, representing a Liquidity Pool, balances on a white dome, the Prime RFQ. Perpendicular beige and teal arms, embodying RFQ protocols and Multi-Leg Spread strategies, extend to four peripheral blue elements. This depicts High-Fidelity Execution of Digital Asset Derivatives within complex Market Microstructure, optimizing Capital Efficiency and mitigating Counterparty Risk.](https://options.greeks.live/wp-content/uploads/2025/07/high-fidelity-digital-asset-derivatives-rfq-protocol-execution-framework.jpg)

A binding 'Contract A' RFP creates an immediate contractual obligation upon bid submission, while a non-binding RFP is a flexible invitation to negotiate.

- 
### [What Are the Primary Differences between a Binding Rfp and a Non-Binding Rfp in Canadian Law?](https://options.greeks.live/question/what-are-the-primary-differences-between-a-binding-rfp-and-a-non-binding-rfp-in-canadian-law/)
![A futuristic circular financial instrument with segmented teal and grey zones, centered by a precision indicator, symbolizes an advanced Crypto Derivatives OS. This system facilitates institutional-grade RFQ protocols for block trades, enabling granular price discovery and optimal multi-leg spread execution across diverse liquidity pools. It visually represents the dynamic interplay of market microstructure.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-execution-microstructure-platform.jpg)

In Canadian law, a binding RFP creates a preliminary contract for the bidding process itself, while a non-binding RFP is an invitation to negotiate.

- 
### [How Does the Duty of Fairness Apply Differently in a Non-Binding Rfp versus a Formal Tender?](https://options.greeks.live/question/how-does-the-duty-of-fairness-apply-differently-in-a-non-binding-rfp-versus-a-formal-tender/)
![Three metallic, circular mechanisms represent a calibrated system for institutional-grade digital asset derivatives trading. The central dial signifies price discovery and algorithmic precision within RFQ protocols. Outer elements reflect liquidity pool dynamics and high-fidelity execution in complex market microstructure, managing counterparty risk.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocols-and-execution-precision.jpg)

The duty of fairness is a binding contractual obligation in a formal tender but a limited, good-faith expectation in a non-binding RFP.

- 
### [What Is the Legal Difference between a Binding Tender and a Non-Binding Rfp?](https://options.greeks.live/question/what-is-the-legal-difference-between-a-binding-tender-and-a-non-binding-rfp/)
![A precise geometric prism reflects on a dark, structured surface, symbolizing institutional digital asset derivatives market microstructure. This visualizes block trade execution and price discovery for multi-leg spreads via RFQ protocols, ensuring high-fidelity execution and capital efficiency within Prime RFQ.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocols-precision-execution.jpg)

A binding tender creates an immediate process contract upon submission; a non-binding RFP initiates a structured negotiation with no initial legal bond.

- 
### [How Does the Implied Duty of Fairness Constrain an Rfp Issuer’s Evaluation Process?](https://options.greeks.live/question/how-does-the-implied-duty-of-fairness-constrain-an-rfp-issuers-evaluation-process/)
![Sleek Prime RFQ interface for institutional digital asset derivatives. An elongated panel displays dynamic numeric readouts, symbolizing multi-leg spread execution and real-time market microstructure. A transparent sphere signifies RFQ protocol private quotation and implied volatility, emphasizing atomic settlement and low latency.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-prime-os-rfq-options.jpg)

The implied duty of fairness constrains an RFP issuer by creating a binding process contract that mandates transparent, objective evaluation based solely on pre-disclosed criteria.

- 
### [What Are the Core Differences between a Binding Rfp and a Non-Binding Rfp?](https://options.greeks.live/question/what-are-the-core-differences-between-a-binding-rfp-and-a-non-binding-rfp/)
![A central glowing blue mechanism with a precision reticle is encased by dark metallic panels. This symbolizes an institutional-grade Principal's operational framework for high-fidelity execution of digital asset derivatives. It embodies RFQ processing, enabling price discovery within a deep liquidity pool, optimizing market microstructure.](https://options.greeks.live/wp-content/uploads/2025/07/precision-core-enabling-institutional-digital-asset-derivatives-rfq-execution.jpg)

A binding RFP creates an enforceable process contract upon submission, while a non-binding RFP initiates a flexible negotiation.

- 
### [Can an Overly Broad Privilege Clause in an Rfp Undermine Its Binding Intent?](https://options.greeks.live/question/can-an-overly-broad-privilege-clause-in-an-rfp-undermine-its-binding-intent/)
![An abstract composition of intersecting light planes and translucent optical elements illustrates the precision of institutional digital asset derivatives trading. It visualizes RFQ protocol dynamics, market microstructure, and the intelligence layer within a Principal OS for optimal capital efficiency, atomic settlement, and high-fidelity execution.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-digital-asset-derivatives-rfq-protocols-high-fidelity-execution-framework.jpg)

An overly broad privilege clause undermines an RFP's binding intent by negating the implied duty of fairness essential to forming a process contract.

- 
### [How Does a Non-Binding Rfp Differ Legally from a Traditional Binding Rfp?](https://options.greeks.live/question/how-does-a-non-binding-rfp-differ-legally-from-a-traditional-binding-rfp/)
![A precisely engineered multi-component structure, split to reveal its granular core, symbolizes the complex market microstructure of institutional digital asset derivatives. This visual metaphor represents the unbundling of multi-leg spreads, facilitating transparent price discovery and high-fidelity execution via RFQ protocols within a Principal's operational framework.](https://options.greeks.live/wp-content/uploads/2025/07/institutional-grade-digital-asset-derivatives-rfq-protocols-revealing-market-microstructure-for-high-fidelity-execution-and-atomic-settlement-within-principals-operational-framework.jpg)

A non-binding RFP is a structured dialogue for solution discovery, while a binding RFP establishes a formal, legally enforceable competition.

- 
### [How Does the Duty of Fairness Apply to Pre-Closing Rfp Amendments?](https://options.greeks.live/question/how-does-the-duty-of-fairness-apply-to-pre-closing-rfp-amendments/)
![A teal and white sphere precariously balanced on a light grey bar, itself resting on an angular base, depicts market microstructure at a critical price discovery point. This visualizes high-fidelity execution of digital asset derivatives via RFQ protocols, emphasizing capital efficiency and risk aggregation within a Principal trading desk's operational framework.](https://options.greeks.live/wp-content/uploads/2025/07/precision-institutional-digital-asset-derivatives-rfq-execution-strategy.jpg)

The duty of fairness in pre-closing RFP amendments is a legal and operational mandate to maintain competitive integrity through transparent, equitable communication of all changes.

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---

**Original URL:** https://options.greeks.live/question/how-does-the-concept-of-duty-of-fairness-differ-between-a-binding-and-non-binding-rfp/
