| name | teaming-agreement |
| language | en |
| description | 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. |
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
