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