Courtesy of Bennie Gonzales, Southwest Proposal Development

Sample Teaming Agreement

Teaming Agreement Between

Party No. 1, Team Leader (Prime Name Here) and

Party No. 2, Team Member (Subcontractor) ( Enter Full Name Here)

WHEREAS, the United States Government, ______(enter Government agency name)has issued Request for Proposal ______(enter RFP Number) for ______(Enter Title of RFP); and,

WHEREAS, the Team Leader and Team Member (Parties) desire and agree to enter into a Teaming Agreement, herein termed Agreement, solely to respond to (enter agency name) requirement under Request for Proposal (RFP)XXXXXXXX, and, if successful, perform under a resulting contract; and

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

OBLIGATIONS

  1. Team Leader will provide overall management and will prepare and submit a technical and price (or ‘cost’proposal if a cost reimbursement contract will result) proposal to the (enter agency name) in response to the (agency name)requirements (RFPXXXX), with the assistance from Team Member, in preparation of proposal information, data, and other information as may be required in the (agency name)solicitation.(NOTE: In developing this Agreement, the parties can use the term “Government,” or specifically name the agency(e.g. Government, Government, Veterans Administration). Either is acceptable. However, be consistent.

2. As a result of a proposal to the (agency name),Team Leader shall seek to obtain a contract from the (Government)which will, among other things, include the following work effort by the Team Member as set forth in RFP XXXX work statement paragraphs:

  • Work Statement xxxxx, Site Analysis Investigations as described in
  • Work Statement xxxxx. Site Analysis Investigation Reports
  • Work Statement xxxxx Laboratory Analysis Requirements

(Note: the bullets will identify the work statement or specification along with a short descriptor, preferably as the solicitation was described in FedBizOps. This portion of the Agreement is very important because it represent the work that the Team Member will be responsible for performing. The work requirement can either be referenced by stating the corresponding work statement paragraph numbers and/or copying and pasting the specific language from the work statement/spec. Either will work.

3. If Team Leader obtains such a contract, Team Member agrees to perform such work as set forth in this Agreement, the terms and conditions set forth in any resulting contract, and as may otherwise be stated in the proposal submitted to the (agency name). (Note: if your client is a Team member, they need to get a copy of the proposal – see later reference)

4. Team Leader shall submit requests to the Team Member and Team Member agrees to provide information and data as necessary for assistance in the preparation of proposal information and that may be incorporated into the proposal submission to respond to RFP XXXX.

5. Team Member shall furnish to Team Leader information,including pricing information, related to Team Member’s performance of that portion of the work stated in paragraph 2 above.

6. It is understood that Team Member’s sole obligation is to deliver goods or services in accordance with the terms and conditions of any contract resulting from the above RFP including any changes to the contract that may affect that portion of the contract to be performed by the Team Member.(If your client is the Team Member, they should understand that the terms and conditions of the contract are being flowed-down to them. By law, many contract clauses are automatic flow-downs andTeam Members have no say in whether the clauses are applicable or not. It is advisable that you assist them when they don’t understand specific provision or clauses in the RFP)

7. Team Leader shall serve the role of a “Prime” contractor in billing and collecting payment from the Government. The Team Leader’s only obligation to Team Member shall be to pay Team Member for said goods or services based upon the prices in Team Member’s pricing proposal. Such payment shall not be contingent upon the Government’s payment to Team Leader. (The rational for this last statement is that often Primes will delay payment and claim that the Government has not paid them in full or other reasons that often don’t make much sense to the sub. Additionally, if a Prime underbid the contract and losing money, not paying their subs often occurs). In the event that the GovernmentGovernments not pay or otherwise delays payment to the Team Leader for any reason, this Governments not release the Team Leader from issuing timely payment in accordance with the agreed to Team Member pricing proposal.(Primes may not like this provision. However, the sub may not be in a position to finance its employees. Non-payment may cause a domino effect.)

8. The Party’sto this Agreement further agree that the Team Leader and the Team Member will be solely responsible for their respective contract performance obligations for goods or services under this Agreement, including but not limited to delivery and warranty commitments. However, the Parties will work together, in good faith, during the performance and administration of the contract. (This can be tightened up and, if required for clarity, list the obligations of each party if there are deliverables that necessitate detailed descriptions not otherwise set forth in the work statement or specification)

TERMS OF THIS AGREEMENT

Payment Terms: Payment to Team Member will be made within (add # of days) calendar days of receipt of an acceptable invoice in accordance with the sample template attached to this Agreement.(Attachment XX – this should be a template agreed to by the parties. If you are a sub, be careful at accepting any template. If you are the Prime or a sub ensure you review the Government’s invoicing requirements prior to agreement. Government invoicing requirements vary with the type of contact, with cost contracts being the most rigid.(Be specific – determine when and in what form the Prime wants the invoice – Subs should not be shy about questioning why the Prime requires certain pricing info not otherwise required by the Government. This is why it is important that the Sub clearly understand what the Government is requesting. Making the invoice template an attachment helps ensure that invoicing Governments not become a major issue and if additional information is needed later, it can be negotiated.

RFP Solicitation and Addendums: A complete copy of the RFP solicitation and RFP Addendums shall be provided to the Team Member immediately upon receipt by the Team Leader unless such Solicitations and Addendums are publically accessible, (e.g. FedBizOps).

Questions and Discussion: The parties will work together in answering questions and engaging in discussion with Government officials as may be required by the Government in the course of the solicitation, evaluation and award process. The Team Leader agrees to communicate with the Team Member on a regular basis and respond in a timely basis to all Team Member questions regarding the status of the solicitation process.

Copy of Contract: If a contract is awarded as a result of a proposal submitted by the Team Leader, the Team Member shall receive a complete, non-redacted copy of the contract issued by the Government within 3 business days of receipt by the Team Leader. (If you are a Sub, you should understand that the contract is in the public domain and otherwise public information unless there are other restrictions (e.g. classified contract, For Official Use Only (FOUO) Unclassified Controlled Nuclear Information (UCNI)) that clearly make the contract document a form of controlled document.

Changes or Modifications: A copy of each change order and/or modification which affects the Team Member shall be supplied to Team Member by the Team Leader immediately upon issuance by the Government. (If you are the sub, there should be no reason for you not to get copies of all modifications. In the scheme of things, all contract modifications to a contract are public information except where they may restricted as earlier discussed)

Copies of Final Proposal Submission: A complete copy of the proposal submitted by the Team Leader to the Government shall be provided to the Team Member. (Note, if you only provide prices to the Prime, don’t expect to get a copy of the proposal – the only time you should get a copy is if a substantial part of the final proposal was written by you or if the Prime’s technical proposal sets forth very specific detailed work requirements that apply to you. This helps you ensure that the Prime has indicated that the work you will do has in fact been included in the proposal and the information is factual and complete. In either case, if you wrote part of the proposal, that part should be available to you along with any other information that pertains to the work that you will be doing. Note: If you are a Sub, in most instances, the proposal will NOT specifically name you or other Team Members. This is OK, unless the RFP required that subcontractors be named.)

Proposal Development Costs: Prior to the issuance of a proposal each Partyto this Agreement will perform its proposal preparation responsibilities for the aforementioned Government requirements at no cost to the other.

Limitation of Liability: In no event will either Party to this Agreement be liable to the other for special, incidental, or indirect damages or for any economic consequential damages (including lost profits or savings), even if informed of such possibility.

Cancellation: This Agreement shall terminate upon the first of the following:

  1. The occasion of either Party’s inability to offer the itemized goods or services to the Government,
  2. Either Party may terminate this Agreement with thirty days written notice to the other Party,
  3. The Government gives official notice that the RFP/RFQ and /or the Program has been cancelled,
  4. The Government officially awards a contract to another offeror/vendor/team and any bid protests have been denied,
  5. The Government disapproves of the inclusion of theTeam Member inthis Agreement,
  6. If options are included in the contract and the Governmentdoes not exercise an option,
  7. A predecessor contractor is awarded a follow-on contract.

Term of Teaming Agreement: This Agreement shall continue in force and effect for an initial term of ______once signed by both Parties, unless terminated earlier in accordance with its terms. At the end of the initial term, this Agreement will be automatically renewed for ______(e.g. successive one (1) year periods/options) unless (a) either Party provides the other Party with thirty (30) days advanced written notice of such Party’s intent not to renew this Agreement or (b) this Agreement is terminated earlier in accordance with its terms.

GENERAL AND ADMINISTRATIVE

Contract Reproduction: Any reproduction of a resulting contract, change order or modification made by reliable means (for example, photocopy or facsimile) is considered an original.

Electronic Communication: Either Party may communicate with the other by electronic means and such communication is acceptable as a signed writing.

Legal Relationship: Nothing in this Agreement including, but not limited to, references to the Party acting as “Team Leader” or collectively as a “Team” shall create a joint venture, partnership or formal business organization of any kind. The Team Leader and Team Member shall remain independent contractors throughout the performance of all obligations herein. Nothing in this Agreement shall be construed to give one Party the authority to bind the other Party except as expressly provided for herein. (Note: this is a simple Prime/Sub teaming agreement and the parties need to understand it goes no further. This sample agreement will not work in the event that a Joint Venture, partnership or other form of agreement is what is being required by the parties. Subs should be careful about developing complicated agreements. Prime/Sub agreements are usually sufficient for the majority of Government requirements. If a Prime is seeking a more binding form of agreement, consult legal counsel)

Confidential or Proprietary Information: This Agreement should not require the exchange of confidential or proprietary information between the Parties in the fulfillment of the obligations hereunder. Should such exchange become necessary, an Agreement for Exchange of Confidential or Proprietary Information shall be executed by modification to this Agreement.(See the language at the end of this sample agreement (pg. 6 and 7) that could be added in the event that you need to incorporate such language)

Publicity: Any news releases, public announcements or publicity of any type with regard to this Agreement and the participation of the Parties on the team prepared by or on behalf of one Party shall not be released without prior approval of the other.(If you are Prime, you don’t want your Subs making claims and/or public announcements that are not accurate or improper. Additionally, some Government Agencies require prior approval of any public announcements which Primes may wish to make to the media)

Freedom to Market:It’s understood that this Agreement shall not preclude either party, their affiliates and/or subsidiaries from its normal marketing efforts in connection with the sale of their goods or services, including sales efforts to organizations submitting proposals competitive to that contemplated by this Agreement.(Note: use this clause or use the next clause – whichever applies – It is not unusual for a Sub to be placed or work with several Primes in the submission of their proposals. However, Subs should be ready when some Prime requires an exclusive commitment to them and no one else – see next paragraph.)

No Freedom to Market: It’s understood that this Agreement shall preclude the Team Member, their affiliates and/or subsidiaries from submitting a proposal as a Prime offerors/bidder or as part of a competing teaming agreement for the same Government requirement (enter RFP number here)as otherwise set forth in the Agreement.(Note: use this clause or the previousclause – whichever applies)

Assignments: Neither this Agreement nor any interest herein nor any obligation hereunder may be assigned, in whole or in part, by either Party without the prior written consent of the other Party provided that such consent shall not be necessary for assignment to (i) a successor to such Party by way of merger or acquisition of substantially all of the business assets of such Party; or (ii) a wholly owned subsidiary of such Party. The assigning Party shall remain liable and responsible to the other Party hereto for the performance and observance of all obligations hereunder.

Partial Invalidity: If any provision or requirement of this Agreement is held to be invalid, illegal unenforceable, such provisions shall be null and void, and the validity, legality and enforceability of the remaining provision or requirement shall not in any way be affected or impaired thereby.

Arbitration:At the election of either Party, any dispute arising between the Parties herein, relating to the subject matter of this Agreement shall be resolved by arbitration. The results of said arbitration shall be conclusive, final, and binding upon both Parties and may be entered into any court of record as a final judgment. Arbitration proceedings shall be conducted pursuant to the administrative procedural rules promulgated by the American Arbitration Association and C.R.S. 1973, as amended, § 13-22-201, et seq. Said arbitration proceedings shall be administered by the American Arbitration Association. Any final arbitration award shall include an award for all reasonable costs and reasonable attorneys’ fees for the prevailing party. The arbitration shall be conducted at a location mutually agreed to by the parties and under the laws of the State of XXX.

ORDER OF PRECEDENCE

  1. Government Contract Terms and Conditions
  2. Contractor Teaming Agreement and Attachments
  3. Force Majeure

Neither Party shall be liable for its failure to perform its obligations under this Agreement where such failure is due to causes beyond the control and without the fault or negligence of the Party concerned including but not limited to Acts of God, Acts of the Government, fires, floods, riots, labor difficulties, embargo, and civil commotion (Force Majeure). Partial failure of performance due to any of the aforementioned causes shall not in itself terminate this Agreement or excuse any failure by either Party to resume all obligations as promptly as possible. In the event either Party is affected in the performance of its obligations by any of the aforementioned causes, it shall give the other Party prompt written notice of the fact, together with satisfactory evidence substantiating that said cause prevents performance, as well as a declaration specifying the steps being taken by the Party to remove relevant cause(s) and shall continue the performance of its other obligations under this Agreement. If Force Majeure remains in effect for a period longer than fourteen (14) days, then the other Party, notwithstanding any other provision of this Agreement to the contrary, may terminate this Agreement by notice to the Party suffering such delay. In the event the Parties do not terminate this Agreement due to Force Majeure, the time for performance or cure will be extended for a period equal in duration of the Force Majeure.(NOTE: not withstanding this provision, the “Disputes” and other clauses (Termination for Convenience, Termination for Cause, etc) of the contract will govern. Primes and Subs should read and become familiar with that language. See next paragraph)