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:

[ ] 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