Teaming Agreement
Drafts an enforceable Teaming Agreement establishing the prime-sub relationship for pursuing a specific U.S. government contract opportunity.
Prerequisites
Collect before drafting:
- Parties — legal names, entity types, jurisdictions, addresses (must match SAM.gov)
- Solicitation — agency, solicitation number, title, NAICS, size standard, set-aside, proposal due date
- Capabilities — each party's technical expertise, past performance, certifications, clearances, small business status
- Business terms — anticipated subcontract value/percentage, exclusivity scope, cost-sharing
- Prior agreements — any existing NDAs, LOIs, or negotiation correspondence
Quick Start
- Gather all prerequisites above
- Draft sections 1–7 below in order
- Run FAR compliance checks before delivery
- Mark uncertain regulatory citations with
[VERIFY]
Output Sections
1. Recitals & Definitions
- Identify parties (name, entity type, jurisdiction, address) and target solicitation (agency, number, NAICS, set-aside, due date)
- State purpose: how combined capabilities strengthen the offer
- Define key terms: Proprietary Information, Proposal, Prime Contract, Subcontract, Key Personnel, Work Share
2. Proposal Phase Obligations
Prime responsibilities: proposal strategy, volume integration, quality reviews, final submission decisions, sole government contact, obligation to consult Sub on scope/pricing/personnel matters.
Sub deliverables (specify format and deadlines for each):
- Technical approach sections
- Past performance citations with metrics and references
- Key personnel resumes with clearance levels
- Pricing data (labor categories, rates, ODCs)
- All inputs due minimum 7 days before government deadline
Exclusivity: Define scope (this solicitation only vs. follow-ons), duration (execution through award or cancellation), and any carve-outs.
Proposal costs: Default — each party bears own costs. Address NTE caps and cost recovery if a party fails to deliver inputs.
3. Post-Award Obligations
- Good-faith subcontract negotiation within 30–60 days of award
- Scope of work must align precisely with proposal representations (areas, deliverables, locations, LOE, value)
- Establish payment terms (schedule, timing tied to government payment, retainage), FAR flow-downs, and change management
- Failure-to-agree escalation: executive negotiation (15–30 days) → mediation → Prime may substitute Sub (subject to government approval)
4. Termination
Automatic triggers: award to another offeror, solicitation cancellation, execution of formal subcontract, or written pre-submission withdrawal.
Survival periods:
- Confidentiality: 3–5 years
- Cost allocation: until settled
- Proprietary information return: 30 days post-termination
5. Proprietary Information
- Scope: technical data, pricing, cost structures, past performance, personnel qualifications, business strategies — marked as proprietary or orally identified and confirmed in writing within 10 business days
- Obligations: protect with reasonable care, need-to-know access only, use solely for proposal/performance
- Exceptions: public information, prior possession, independent development, authorized disclosure, compelled disclosure (with notice)
- Return: within 30 days of termination; one archival copy permitted in legal files
6. General Provisions
Include each: governing law and jurisdiction, tiered dispute resolution (managers → executives → mediation → arbitration/litigation), written amendments only, assignment restrictions with M&A carve-outs, severability, integration/entire-agreement, no partnership/JV/agency, mutual representations (authority, no conflicts, stated capabilities), written notice requirements.
7. Execution
Signature blocks for both parties: name, title, date, authority confirmation, exhibit incorporation clause.
FAR Compliance Checks
Run before delivery:
Drafting Rules
- All government communications through Prime; Sub cooperates with inquiries
- Consistent defined terms throughout; definitions section if >10 terms
- Hierarchical numbering (1.0, 1.1, 1.1.1) for cross-referencing
- Verify all cross-references and internal consistency before delivery
1---2name: teaming-agreement3description: Drafts Teaming Agreements for prime-sub pursuit of U.S. government contracts. Covers proposal-phase and post-award obligations with FAR compliance. Use when drafting teaming agreements, prime-sub teaming arrangements, or federal solicitation collaboration agreements.4---5
6# Teaming Agreement
7
8Drafts an enforceable Teaming Agreement establishing the prime-sub relationship for pursuing a specific U.S. government contract opportunity.
9
10## Prerequisites
11
12Collect before drafting:
13
14- **Parties** — legal names, entity types, jurisdictions, addresses (must match SAM.gov)
15- **Solicitation** — agency, solicitation number, title, NAICS, size standard, set-aside, proposal due date
16- **Capabilities** — each party's technical expertise, past performance, certifications, clearances, small business status
17- **Business terms** — anticipated subcontract value/percentage, exclusivity scope, cost-sharing
18- **Prior agreements** — any existing NDAs, LOIs, or negotiation correspondence
19
20## Quick Start
21
221. Gather all prerequisites above
232. Draft sections 1–7 below in order
243. Run FAR compliance checks before delivery
254. Mark uncertain regulatory citations with `[VERIFY]`
26
27## Output Sections
28
29### 1. Recitals & Definitions
30
31- Identify parties (name, entity type, jurisdiction, address) and target solicitation (agency, number, NAICS, set-aside, due date)
32- State purpose: how combined capabilities strengthen the offer
33- Define key terms: Proprietary Information, Proposal, Prime Contract, Subcontract, Key Personnel, Work Share
34
35### 2. Proposal Phase Obligations
36
37**Prime responsibilities:** proposal strategy, volume integration, quality reviews, final submission decisions, sole government contact, obligation to consult Sub on scope/pricing/personnel matters.
38
39**Sub deliverables** (specify format and deadlines for each):
40- Technical approach sections
41- Past performance citations with metrics and references
42- Key personnel resumes with clearance levels
43- Pricing data (labor categories, rates, ODCs)
44- All inputs due minimum 7 days before government deadline
45
46**Exclusivity:** Define scope (this solicitation only vs. follow-ons), duration (execution through award or cancellation), and any carve-outs.
47
48**Proposal costs:** Default — each party bears own costs. Address NTE caps and cost recovery if a party fails to deliver inputs.
49
50### 3. Post-Award Obligations
51
52- Good-faith subcontract negotiation within 30–60 days of award
53- Scope of work must align precisely with proposal representations (areas, deliverables, locations, LOE, value)
54- Establish payment terms (schedule, timing tied to government payment, retainage), FAR flow-downs, and change management
55- Failure-to-agree escalation: executive negotiation (15–30 days) → mediation → Prime may substitute Sub (subject to government approval)
56
57### 4. Termination
58
59**Automatic triggers:** award to another offeror, solicitation cancellation, execution of formal subcontract, or written pre-submission withdrawal.
60
61**Survival periods:**
62- Confidentiality: 3–5 years
63- Cost allocation: until settled
64- Proprietary information return: 30 days post-termination
65
66### 5. Proprietary Information
67
68- **Scope:** technical data, pricing, cost structures, past performance, personnel qualifications, business strategies — marked as proprietary or orally identified and confirmed in writing within 10 business days
69- **Obligations:** protect with reasonable care, need-to-know access only, use solely for proposal/performance
70- **Exceptions:** public information, prior possession, independent development, authorized disclosure, compelled disclosure (with notice)
71- **Return:** within 30 days of termination; one archival copy permitted in legal files
72
73### 6. General Provisions
74
75Include each: governing law and jurisdiction, tiered dispute resolution (managers → executives → mediation → arbitration/litigation), written amendments only, assignment restrictions with M&A carve-outs, severability, integration/entire-agreement, no partnership/JV/agency, mutual representations (authority, no conflicts, stated capabilities), written notice requirements.
76
77### 7. Execution
78
79Signature blocks for both parties: name, title, date, authority confirmation, exhibit incorporation clause.
80
81## FAR Compliance Checks
82
83Run before delivery:
84
85- [ ] **Affiliation (13 C.F.R. § 121.103):** Prime does not exercise excessive control over Sub's operations or management
86- [ ] **Limitations on subcontracting (FAR 52.219-14):** small business prime performs required work percentage
87- [ ] **No pass-through:** Sub has substantive responsibilities — not merely lending certifications
88- [ ] **OCI screening (FAR 9.5):** flag SETA, evaluation, or advisory conflicts; include mitigation provisions
89- [ ] **Proposal alignment:** work shares, key personnel, and capability claims match proposal representations exactly
90
91## Drafting Rules
92
93- All government communications through Prime; Sub cooperates with inquiries
94- Consistent defined terms throughout; definitions section if >10 terms
95- Hierarchical numbering (1.0, 1.1, 1.1.1) for cross-referencing
96- Verify all cross-references and internal consistency before delivery
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