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When The Prospective Prime Contractor Is A Small Business, Use The Title: "Agreement To Subcontract" Instead of Teaming Agreement
When The Prospective Prime Contractor Is A Small Business, Use The Title: "Agreement To Subcontract" Instead of Teaming Agreement
TEAMING AGREEMENT1
This Teaming Agreement, entered into and made effective on this 12th
(each a “Party” and, collectively, the “Parties”), states the nature and extent
of the agreement between the Parties to get registration with the Director
(“Program”).
WITNESSETH:
the Program which would be valuable to the Program within those areas
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When the prospective prime contractor is a small business, use the title: "Agreement To Subcontract" instead of
Teaming Agreement.
separately identified and set forth in Exhibit A, Statement of Work (“Exhibit
the anticipated Prime Contract (“Prime Contract”) for the Program, and
the Proposal;
that is consistent with the Statement of Work, compensation terms, and term
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which may follow, and all other efforts under this Teaming Agreement.
kind from the other in connection with this Teaming Agreement and the
Proposal.
incorporated into the Proposal. Subcontractor shall not be liable for and
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need not assume any obligation for changes in its Subcontract Proposal it
Proposal submitted to the Agency, the Prime Contractor shall award the
A,2 which Subcontract shall contain such other terms and conditions as are
In that regard, it is agreed that all applicable clauses required by the Prime
Contract and applicable laws and regulations shall be included in any such
the Agency, the Prime Contractor shall exert its best efforts to secure such
approval.
The Subcontract shall provide that the Prime Contractor shall direct,
Agency through the Prime Contractor. The Parties shall not share profits
under the Subcontract which may result from this Agreement and the
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5. Scope of Agreement. This Teaming Agreement shall relate
either Party with respect to any other program effort or marketing activity at
any time undertaken by either Party which does not pertain to the
Solicitation; or
Solicitation; or
Information.
5
Neither Party shall use the other Party's Confidential Information for
any purpose not connected with the response to the Solicitation. The
Each Party designates the individuals within its organization and cited
of this Teaming Agreement, and for a period of six (6)3 years following the
Subcontract, in which case the rights and obligations of the Parties shall be
Agreement, such other Party would suffer irreparable harm for which
Such improper use of a Party's Confidential Information gives rise under this
3
Use six years for a five year contract, or a contract with a base year and four one year options. Extend period one
year beyond the term of the prospective contract.
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Teaming Agreement to equitable relief in the courts, including mandatory
and prohibitory injunctive relief, and such other relief as a court may order.
If this Proposal effort is unsuccessful, the receiving Party shall return the
than within 60 days of the award notice or final result under any protest of
any other reason, the receiving Party shall return the disclosing Party’s
Confidential Information to the disclosing Party no later than within sixty (60)
the following:
from a source other than the disclosing Party, including the Government, and
4
For programs involving advanced or high technologies, this paragraph may require further definition of
Confidential Information, and more elaborate understandings.
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7. Inventions, Patents, and Copyrights. Except for such rights
as may accrue to the Agency under the terms of the Solicitation, all know-
resulting solely from work of employees or contractors, as the case may be,
of the Prime Contractor shall belong exclusively to the Prime Contractor, and
Intellectual Property developed under the Prime Contract, consistent with the
affiliation, or any agency between the Parties. The rights and obligations of
the Parties shall be limited to those expressly set forth herein. Neither Party
is the agent of the other and neither may bind the other.
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interpreted in accordance with the substantive laws of the State of
____________________________.
without the prior written consent of the other. For the purpose of this
paragraph 6 hereof, this Teaming Agreement and all rights, duties, and
further action of either Party upon the earliest occurrence of any of the
following:
been cancelled or, the award of a prime contract under the Solicitation to a
Teaming Agreement;
6
As earlier noted, this Teaming Agreement, as drafted, assumes that the parties desire its enforcement. To be
enforceable, a Teaming Agreement should not provide for an "agreement to agree" later on essential terms,
termination if the parties fail to agree within a specific time frame on a definitized Subcontract or termination if
agreement to a definitized Subcontract is not reached after "good faith" negotiations. Inclusion of such terms is in
the interest only of a party that desires to minimize chances of enforcement of the Teaming Agreement
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Prime Contractor did nothing to effect such a result and made its best efforts
in bankruptcy for one of the Parties, including filing under Chapter 11 of the
Agreement shall be binding upon the Parties unless made in writing and
10
Address: Address:
Telephone: Telephone:
such other relief as the court may order. The Subcontract may contain an
corporation which would impair the full force and effect of this Teaming
Agreement.
11
IN WITNESS WHEREOF, the Parties hereto have, through duly
Date: Date:
Attachment: Exhibit A
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EXHIBIT A
SUBCONTRACTOR’S
STATEMENT OF WORK
state that the Subcontractor shall receive not less than or more than a set
terms set forth in this paragraph. [Note: State specifically the price cost to
other direct costs, and all other aspects of the price and/or costs to be
7
The more specific the reference to the actual work to be performed, the higher likelihood of enforcement of the
Teaming Agreement.
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the Subcontractor's profit will be determined under the Subcontract. The
to the Government, the Parties should express as best they can their
summary terms. This provision should also set forth the payment terms (net
thirty days, f.o.b., electronic invoicing, form of invoice required, and so forth)
duration and term of the Prime Contract. In the event the Agency exercises
options under the Prime Contract, the Prime Contractor shall exercise options
for continuation of the Subcontract for the same period of time. Nonrenewal
Contractor may terminate for convenience the Subcontract if and only if the
clause shall apply, but is considered amended from its form in the Prime
Contract to conform to the terms of this Agreement. The Parties agree that
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