Teaming Agreement

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

1. Gather all prerequisites above
2. Draft sections 1–7 below in order
3. Run FAR compliance checks before delivery
4. 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:

• Affiliation (13 C.F.R. § 121.103): Prime does not exercise excessive control over Sub's operations or management
• Limitations on subcontracting (FAR 52.219-14): small business prime performs required work percentage
• No pass-through: Sub has substantive responsibilities — not merely lending certifications
• OCI screening (FAR 9.5): flag SETA, evaluation, or advisory conflicts; include mitigation provisions
• Proposal alignment: work shares, key personnel, and capability claims match proposal representations exactly

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