TEAMING AGREEMENT

 

 

This Teaming Agreement ("Agreement") is made and effective the [DATE],

 

 

BETWEEN:                     [COMPANY NAME] (the "Prime Contractor"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at:

 

                                      [COMPLETE ADDRESS]

 

 

AND:                              [COMPANY NAME] (the “Subcontractor”), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at:

 

                                      [COMPLETE ADDRESS]

 

 

WHEREAS, the Prime Contractor and the Subcontractor (hereinafter referred to as "the Parties"), wish to establish a Team Agreement in the form of a Prime/Subcontractor relationship whereby [COMPANY NAME] will act as the Prime Contractor on behalf of the team, and [COMPANY NAME] will act as Subcontractor within the team; and

 

WHEREAS, the Parties because of their diverse expertise, have determined that they would benefit from a Team Agreement to respond to the competitive bid solicitation and develop the best technical and management approaches that fully meet government requirements; and

 

WHEREAS, the Prime Contractor intends to submit a proposal to [GOVERNMENT ENTITY], hereinafter referred to as the "Government," in response to a competitive Request for Proposal (RFP) Number

[SPECIFY] entitled [SPECIFY], for the establishment of a [SPECIFY] (hereinafter referred to as the "Program"); and

 

WHEREAS, the “Parties” will work together for the purpose of preparing and submitting a response (“Proposal”) to the RFP for [ENTER RFP INFORMATION] to be issued by [GOVERNMENT ENTITY] (the “Customer”) for the purpose of [SPECIFY] (the “Program”).

 

 

NOW, THEREFORE, in consideration of the mutual promises set forth, Prime Contractor and Subcontractor agree as follows:

 

 

  1. IdeNTIFICATION OF PARTIES

 

It is understood that in proposals submitted for the Solicitation, the Prime Contractor shall, identify the Subcontractor as a team member, and describe the relationship and respective areas of responsibility of the Parties as defined in this Agreement.

 

 

  1. SCOPE OF AGREEMENT

 

This Teaming Agreement shall relate only to the Solicitation, and nothing herein shall be deemed to:

  1. Confer any right or impose any obligation or restriction on 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

 

  1. Preclude either Party from independently soliciting or accepting any prime contract or subcontract not resulting from the Solicitation; or

 

  1. Limit the rights of either Party to independently promote, market, sell, lease, license, or otherwise dispose of its standard products or services apart from the Solicitation.

 

 

  1. PROPOSAL ACTIVITIES

 

  1. Prime Contractor will prepare and submit the Proposal, which incorporates a supporting contribution from Subcontractor responsive to the requirements of the Solicitation. The Prime Contractor will be the point of contact to the Customer and will own the overall customer relationship and satisfaction. The Prime Contractor shall have sole discretion in regard to pricing the Proposal to the Customer.

 

  1. The Proposal will be prepared by the Prime Contractor who will designate a representative and will act as the leader for the Proposal. The Subcontractor agrees to provide the necessary liaison effort to draft and write the portion of the Proposal that describes the Subcontractor’s specific area of responsibility and furnish the Prime Contractor with all the information necessary to submit the most responsive Proposal practicable, in accordance with the schedule set by the Prime Contractor.

 

  1. To the extent required and requested by the Prime Contractor, the Subcontractor will support and participate in reviews, presentations, briefings, or other communications necessary to support the Proposal effort. Subcontractor shall prepare and provide to Prime Contractor a proposal (“Subcontract Proposal”) for inclusion in the Proposal.

 

  1. Each Party agrees to use its best efforts to cause a Prime Contract to be awarded to the Prime Contractor as a consequence of the Proposal.

 

  1. Subcontractor agrees to provide to the Prime Contractor Proposal, development support as outlined herein and further agrees that it will not support or otherwise participate in the development of a proposal of any other offeror with respect to the Solicitation.

 

  1. Prime Contractor agrees not to use any other Subcontractor for the work.

 

  1. Each Party shall bear all expenses which it incurs in connection with the Proposal and Subcontract Proposal, any negotiations which may follow, and all other efforts under this Teaming Agreement. Neither Party shall have any right to reimbursement or compensation of any kind from the other in connection with this Teaming Agreement and the activities pursued there under.

 

 

  1. PRIME CONTRACTOR RESPONSIBILITIES

 

The Prime Contractor shall:

 

    1. In a timely manner, furnish to the Subcontractor the Solicitation and any amendments thereto issued by the Government.

 

    1. In a timely manner, keep Subcontractor fully informed of significant events, deadlines, and milestones regarding the Solicitation.

 

    1. Prepare and submit to the Government, all proposals and other submissions required or requested by the Government,

 

    1. Shall identify the Subcontractor as a principal subcontractor to the Prime Contractor and shall make the final determination regarding the form and content of the proposal, including, without limitation:

 

  1. the cost or pricing proposal or information related to prices submitted to the Government, subject only to the limitation that the Prime Contractor shall not reduce the price proposed by the Subcontractor for the Subcontractor’s proposed contract work without the prior approval of the Subcontractor; and

 

  1. the content of the technical, business management, or other proposals submitted to the Government.

 

    1. Maintain responsibility for all contacts and communications with the Government and for all decisions relating to the competitive response to the Solicitation, provided however, that the Prime Contractor shall not unreasonably exclude the Subcontractor from participating in Government communications regarding the Solicitation.

 

    1. Upon award to the Prime Contractor of any contract resulting from the Solicitation,  it must award to the Subcontractor a subcontract for the performance of such share of the contract work as is called for under this Teaming Agreement, provided however share of the contract work as is called for under this Teaming Agreement, provided however:

 

      1. that such proposed subcontract shall be subject to the approval of the Government;

 

      1. that such proposed subcontract shall be negotiated in good faith by the Parties and shall incorporate the terms of this Teaming Agreement by reference;

 

      1. that such proposed subcontract shall include all clauses required by law, regulation;

 

      1. that such proposed subcontract shall not include any provision authorizing the termination in whole or in part of the contract work to be performed by the Subcontractor;

 

    1. The Prime Contractor expressly warrants, covenants and agrees that all of its officers, employees, representatives, agents and consultants who personally and substantially participate in the bidding process are aware of the requirements of the federal Procurement Integrity Act, 41 U.S.C. § 423, and that they must immediately report any information regarding a possible violation or violation of that Act.

 

 

  1. SUBCONTRACTOR RESPONSIBILITIES

 

The subcontractor must:

 

  1. In a timely manner, respond to all prime contractor requests for all data and information, including, but not limited to, proprietary information and any other specifications, designs, process information, cost or price information, or price information required by the prime contractor to obtain the contract proposed in the bid solicitation.

 

  1. Participate, to the extent deemed necessary or desirable by the prime contractor, in negotiations, discussions and other communications with the Government, it being expressly understood and agreed that the Subcontractor will not participate in any communication, clarification, discussion or negotiation with the Government regarding the bid solicitation without the express prior authorization of the prime contractor.

 

  1. Perform and submit to the prime contractor all certifications required by law, regulations, terms and conditions of the prime contractor's main contract or bid solicitation.

 

  1. When awarding a contract resulting from the bid solicitation of the Prime Contractor, accept and perform the subcontract(s) for the work provided for in this Team Agreement, provided, however:

 

  1. that such subcontract(s) shall be subject to the conditions set out in section 4 and any other provision of this Team Agreement; and

 

  1. in the event that the Prime Contractor's bid solicitation or main contract requires the Prime Contractor to comply with the requirements for the submission of cost or price data or price information (e.g., established catalogue or contract prices), the Subcontractor must provide the Prime Contractor with the data or information, including, where applicable, a Certificate of Current Cost or Pricing Data. Nothing in this paragraph or any other provision of this Team Agreement shall be construed as giving one party the right to audit the books and records of the other party.

 

  1. The Subcontractor agrees to assume responsibility for its cost and pricing data or price information and to release the Prime Contractor from any liability for any price or cost reductions made by the government that may result: (1) cost or pricing data or information related to prices submitted or certified by the Subcontractor; or (2) the Subcontractor's failure to consistently disclose and follow applicable accounting standards and practices or otherwise comply with Federal Acquisition Regulations.

 

  1. Extend to the Prime Contractor at all times such cooperation as requested by the Prime Contractor to facilitate successful competition for the Solicitation.

 

  1. In connection with the Solicitation, the Subcontractor specifically agrees not to submit any data or information directly to the Government regarding the Solicitation without the express written consent of the Prime Contractor.

 

  1. The Subcontractor expressly warrants, covenants, and agrees that all of its officers, employees, representatives, agents, and consultants who participate personally and substantially in the Solicitation are aware of the federal Procurement Integrity Act requirements and know that they must immediately report any information concerning a violation or possible violation of the Procurement Integrity Act. Further, the Subcontractor warrants, covenants, and agrees that each of its officers, employees, representatives, agents, and consultants who participates personally and substantially in the Solicitation have certified in writing to the Subcontractor that he or she is aware of the federal Procurement Integrity Act requirements and knows that he or she must immediately report any information concerning a violation or possible violation of the Procurement Integrity Act.

 

  1. In the event that the Prime Contractor or the Subcontractor concludes that a protest is in order, either protesting the Solicitation, the acquisition process, or an award or contemplated award, the Prime Contractor shall be the protesting party, supported as appropriate by the Subcontractor. If the Subcontractor decides that a protest is in order but the Prime Contractor does not wish to pursue the protest, then the Subcontractor is authorized to pursue the protest for the Parties, and the Prime Contractor shall provide such support as is necessary to enable the Subcontractor to pursue the protest on behalf of the Parties.

 

 

 
  1. ConfidentialITY

 

The Parties agree that any exchange of confidential information hereunder, including but not limited to the exchange of confidential business information pursuant to the preparation of the Proposal, will be exchanged in accordance with the terms and conditions of a separate confidentiality agreement and its applicable supplements.

 

 

  1. LIMITATIONS OF USE OF DATA AND INFORMATION

 

  1. The parties anticipate that under this Agreement it may be necessary for either to transfer to the other information of a proprietary nature. Proprietary information shall be clearly identified by the disclosing party at the time of disclosure.

 

  1. Each of the parties agrees that it will use the same reasonable efforts to protect such information as are used to protect its own proprietary information. Disclosures of such information shall be restricted to those individuals who are directly participating in the proposal and subcontract efforts identified herein.

 

  1. Neither party shall make any reproduction, disclosure, or use of such proprietary information except as follows:

 

  1. Such data furnished by the Subcontractor may be used by the Prime Contractor in performing its obligations under this Agreement.

 

  1. Such data furnished by the Prime Contractor may be used by the Subcontractor in performing its obligations under this Agreement.

 

  1. Such data may be used in accordance with any written authorization received from the disclosing party.

 

  1. The limitations on reproduction, disclosure, or use of proprietary information shall not apply to, and neither party shall be liable for reproduction, disclosure, or use of proprietary information with respect to which any of the following conditions exist:

 

  1. If, prior to the receipt thereof under this Agreement, it has been developed independently by the party receiving it, or has been lawfully received from other sources, including the Government provided such other source did not receive it due to a breach of this Agreement or any other agreement. 

 

  1. If, subsequent to the receipt thereof under this Agreement, (1) it is published by the party furnishing it or is disclosed by the party furnishing it to others, including the Government, without restriction, or (2) it has been lawfully obtained by the party receiving it from other sources, including the Government, provided such other source did not receive it due to breach of this or any other agreement, or (3) if such information otherwise comes within the public knowledge or becomes generally known to the public.

 

  1. If any part of the proprietary information has been or hereafter shall be disclosed in a United States patent issued to the party furnishing the proprietary information hereunder, after the issuance of said patent, the limitations on such proprietary information as is disclosed in the patent shall be only that afforded by the United States Patent Laws.

 

  1. Neither the execution and delivery of this Agreement, nor the furnishing of any proprietary information by either party shall be construed as granting to the other party either expressly, by implication, estoppel, or otherwise, any license under any invention of patent, hereafter owned or controlled by the party furnishing same.
  2. Notwithstanding the expiration of the other portions of this Agreement, the obligations and provisions of this Article 6 shall continue for a period of eighteen (18) months from the date of this Agreement.

 

  1. Each party will designate in writing one or more individuals within its organization as the only point(s) for receiving proprietary or confidential information exchanged between the parties pursuant to this Agreement.

 

 

  1. INTELLECTUAL PROPERTY

 

  1. For purposes of this Agreement, “Invention” means any ideas, designs, concepts, techniques, inventions, discoveries or improvement, whether or not patentable, conceived or reduced to practice by Prime Contractor personnel and/or Subcontractor personnel in performance of the Agreement and the term “Materials” means literary works or other works of authorship (such as programs, program listing, programming tools, documentation, reports, drawings and similar works) created by Prime Contractor personnel and/or Subcontractor personnel in performance of this Agreement.

 

  1. For purposes of this Agreement, the term Inventions and Materials will be treated as follows:

 

  1. If made solely by Prime Contractor personnel, Inventions and Materials are the Prime Contractor’s property.  The Prime Contractor grants the Subcontractor a non-exclusive, irrevocable, worldwide, and paid-up license under such Inventions, patent applications, and all patents issued thereon, and under such Materials and copyrights therein.

 

  1. If made solely by Subcontractor personnel, Inventions and Materials are the Subcontractor’s property. The Subcontractor grants the Prime Contractor a nonexclusive, irrevocable, worldwide, and paid-up license under such Inventions, patent applications and all patents issued thereon, and under such Materials and copyrights therein.

 

  1. If made by the personnel of both Parties, Inventions and all patent applications filed thereon and all patents issuing thereon, and under such Materials and copyrights therein, are jointly owned by the Parties without accounting to the other.  Each party shall have the right to grant licenses to third parties or assign its rights therein without the consent of the other.  If any such consent is required by law, it is hereby granted.

 

  1. All licenses granted in this section include, in the case of Inventions, the right to make, have made, use, have used, lease, sell and/or otherwise transfer any apparatus, and/or practice and have practiced any method and includes the right to grant, directly or indirectly, revocable or irrevocable sublicenses to its affiliates and, in the case of Materials, the right to prepare and have prepared derivative works of such Materials and to execute, reproduce, transmit, display, perform, transfer, and distribute such Materials or their derivative works, and to grant others the rights granted herein with respect to such Materials.

 

  1. Nothing contained in this Agreement grants any license under any other materials or patent or patent applications arising out of any other inventions of either party.

 

 

  1. rights in invention

 

Inventions shall remain the property of the originating party. In the event of joint inventions, the parties shall establish their respective rights by negotiations between them. In this regard, it is recognized and agreed that the parties may be required to and shall grant licenses or other rights to the Government to inventions, data, and information under such standard provisions which may be contained in the Government Prime Contract contemplated by this Agreement, provided, however, such license or other rights shall not exceed those required by said Contract.

 

 

  1. non sollicitation

 

Neither Party shall directly or indirectly solicit, recruit, hire or otherwise employ or retain the employees of the other working under this Agreement during the term of this agreement and for one (1) year following the termination or expiration of this Agreement without prior written consent of the other Party.  However, in the event that Subcontractor defaults on any of its performance obligations under this Agreement or a resultant Subcontract, Subcontractor’s Program employees shall not be bound by the restrictions herein, nor by any related restrictions contained in any employment agreements, as applicable.  Further, this provision shall be included in any resultant Subcontracts issued under any resultant Prime Contract. However, notwithstanding the above, this provision shall not restrict the right of either Party to solicit or recruit generally in the media and shall not prohibit either Party from hiring the other Party’s employee who answers any advertisement or who otherwise voluntarily applies for hire without having been directly or indirectly solicited or recruited by the hiring Party for any position not related to this Agreement.

 

 

  1. amendment

 

This Teaming Agreement shall be subject to amendment at any time upon the mutual assent of the Parties. Any such amendment shall be in writing, shall identify the provisions of this Teaming Agreement that are to be amended, and shall be signed by authorized signatories of the Parties.

 

 

  1. corporate authority

 

The Prime Contractor and Subcontractor each hereby represent and warrant to the other:

 

  1. That it has all the powers and authority necessary to enter into this Team Agreement and to carry out its obligations hereunder;

 

  1. That the execution, delivery and execution of this Team Agreement by the Prime Contractor or Subcontractor, as applicable, and the implementation by the Prime Contractor or Subcontractor, as applicable, of the transactions contemplated herein have been duly approved and authorized by any corporate action required of the Prime Contractor or Subcontractor; and

 

  1. This Team Agreement has been duly signed and delivered by the Prime Contractor or Subcontractor, as applicable, and constitutes a valid and enforceable obligation of the Prime Contractor or Subcontractor, as applicable, enforceable against such company in accordance with its terms.

 

 

  1. SEVERABILITY

 

In the event any portion of this Teaming Agreement is deemed invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining portions of this Teaming Agreement shall remain in full force and effect.

 

 

  1. CHANGES

 

No modification or amendment to this Teaming Agreement shall be binding upon the Parties unless made in writing and signed by a duly authorized official of both Parties.

  1. APPLICABLE LAW

 

Each Party shall comply with all applicable federal, state or local laws, regulations, or ordinances in effect or hereafter adopted.  This Teaming Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of [SPECIFY].

 

 

  1. TERMINATION

 

Except as otherwise expressly provided herein, this Teaming Agreement shall expire upon one of the following events, whichever shall occur first:

 

  1. Written notice from the Government that it will not award a contract pursuant to the Solicitation.

 

  1. Written notice from the Government of award of a contract to a firm other than the Prime Contractor.

 

  1. Execution of a subcontract by and between the Prime Contractor and the Subcontractor for performance of a share of the contract work.

 

  1. Dissolution hereof by mutual written agreement of the Prime Contractor and the Subcontractor.

 

  1. If either Party files a petition under any chapter of the Bankruptcy Act, 11 U.S.C. §§ 101 et seq., an involuntary petition under that Act is filed against either Party, a Party commences an action in any country under laws providing for the relief of winding up of insolvent or liquidating persons or entities, or files for the appointment of a receiver or becomes insolvent, and such matters are not discharged or relieved within sixty (60) days.

 

  1. Cancellation of the Solicitation or substantial changes thereto making it undesirable for the Prime Contractor to submit a proposal supported by a teaming agreement.

 

  1. Debarment or suspension of either Party by competent authority, if such debarment or suspension precludes the participation by such Party in pursuing this Teaming Agreement, or indictment of either Party in any criminal proceeding related to doing business with a public entity as a prime contractor or subcontractor.

 

  1. The expiration of twelve (12) months from the date of this Teaming Agreement; provided, however, this Teaming Agreement shall be extended for one (1) additional year if the Government has not provided written notice as to contract award within the twelve-month period.

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

 

 

PRIME CONTRACTOR                                                               SUBCONTRACTOR

 

 

 

                                                                                                                                                           

Authorized Signature                                                     Authorized Signature

 

                                                                                                                                                            

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