NON-EXCLUSIVE TEAMING AGREEMENT

This Non-exclusive Teaming Agreement (the “Agreement”) is effective [DATE],

BETWEEN:                   [TEAM LEADER NAME] (the "Team Leader"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:

                                    [YOUR COMPLETE ADDRESS]

AND:                            [SECOND PARTY NAME] (the "Team Member "), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                                    [COMPLETE ADDRESS]

WHEREAS (hereinafter called the "Customer") has issued [is planning to issue] a solicitation (hereinafter called the "Solicitation") for [PURPOSE] ;

WHEREAS the Team Leader and the Team Member, (hereinafter called "the Parties"), because of their diverse capabilities, have determined that they would benefit from a Teaming Agreement for the purpose of competitively responding to the Solicitation, to develop the best technical and management approaches fully responsive to the requirements of the Customer;

WHEREAS the Parties wish to establish a cooperative and supportive team in which each will devote adequate skilled manpower, capital equipment, facilities, and other resources to timely support the objectives of this Teaming Agreement;

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

1. 1. “Customer” means one who buys goods and/or services. 

1. 2. “Teaming Arrangement” means the business relationship between Team Leader and Team Member, established pursuant to this agreement.

1. 3. “Workshare” means allocation of work between the Parties developed by the Parties as each initiative is developed.

1. 4. “Business Initiative” means a bona-fide business opportunity described by a Statement of Work and with potential customers or markets identified and a general statement of the roles envisioned for each Party.  The Party proposing the Business Initiative pledges to expend effort to research, develop, and otherwise pursue that Business Initiative.  A Business Initiative must be signed by both Parties and must identify which Party is the proposing Party.

2. PURPOSE AND FORMATION OF TEAMING AGREEMENT

1. 1. The purpose of this agreement is to establish a non-exclusive teaming relationship by merging resources between the Parties for the express purpose of pursuing specific Business Initiatives.  Nothing in this Agreement shall constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind.  The Parties shall remain independent contractors at all times, and no Party shall act as the agent for the other.  The rights and obligations of the Parties shall be limited to those expressly set forth herein.  Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both of the Parties.

1. 2. Neither Party will be liable to the other for any of the costs, expenses, risks, or liabilities arising out of the other’s efforts in connection with the performance of this Agreement.  The Teaming Agreement shall apply only to opportunities specifically agreed to by the Parties on a case-by-case basis.  The Parties shall identify, in Exhibit A, any projects in which the Parties are potentially discussing teaming arrangements pursuant to this agreement.  For each of the projects identified in Exhibit A, the Parties shall seek to work toward a mutually acceptable agreement, for a period not to exceed two years from the date of this agreement for each project. Unless and until a business agreement between the Parties is reached for any the projects identified in Exhibit A, there shall be no obligation to partner with the other party or to provide remuneration or otherwise provide compensation to the other party.

1. 3. Any business agreements between the Parties shall identify the details of the Business Initiative; the details shall include at a minimum the elements stated in Exhibit A. Other information may be included if available such as: other commercial entities involved down through the second tier, estimated revenue and employment calculations, outline of partnership arrangement, and may include contract number, specific buying office address, POC and any other pertinent documentation.

1. 4. No modification to this Agreement may be made without the consent in writing of all Parties hereto.  Should any provisions contained in this Agreement be found to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall not be affected thereby.

3. TERM, TERMINATION AND BREACH OF THIS AGREEMENT

1. 1. This agreement, except for Section 7, shall expire [NUMER OF YEARS] years from the date of this agreement with year-to-year options thereafter unless terminated earlier by one of the following events:

1. 1. 1. Written agreement by the Parties to terminate this agreement, or

1. 1. 2. If any team member petitions for bankruptcy or reorganization under bankruptcy laws, or makes an assignment of the benefit of creditors, or

1. 1. 3. The Government’s debarment or suspension of any team member which would preclude any team member’s participation in contracts with the Government, or

1. 1. 4. By written notification by either party.

1. 2. If any Party breaches or defaults any of the provisions of this Agreement, the other Parties may provide written notice of such breach in accordance with the NOTICES provision of this agreement.  If said Party does not cure its performance within 15 days from the date it receives notice, then any time after the expiration of such cure period, the non-breaching Party may give written notice to the other(s) of its election to terminate this Agreement. Should there be any dispute arising under or related to this Agreement, such dispute may be resolved as provided under provisions of the Alternate Disputes Resolution process as defined by this Agreement.

1. 3. In the event that this Agreement is terminated, any contracts or subcontracts resulting from efforts under this Agreement shall remain in effect, subject to the terms and conditions therein.

4. PARTIES RESOURCES

1. 1. Contracts that result from a Business Initiative will express the responsibility of each Party for providing the resources necessary to perform the contract.

5. MARKETING EFFORT

1. 1. Roles

1. 1. 1. During the course of this Agreement, the Parties shall be responsible for and reasonably cooperate in planning and executing the Business Initiatives.  Both Parties shall share marketing intelligence and shall identify specific opportunities and determine appropriate strategies to acquire contracts for the Business Initiatives under this Agreement.    

1. 1. 2. Parties shall use their best efforts to secure prime contracts for the Business Initiatives and Parties shall support and assist each other in securing subcontracts for the defined Business Initiatives.

1. 2. Marketing Expenses

5.2.1     Each Party shall be solely responsible for their own marketing expenses. Both Parties will make their best efforts to have personnel available for presentations, meetings, site visits, and other activities pursuant to the Business Initiatives.

1. 3. Status Information

5.3.1     Each party shall keep the other party informed as to the status of all marketing and sales issues, activities, and opportunities relating to potential Business Initiatives during the term of this Agreement.

1. 4. Customer Contacts

5.4.1     The Party bringing the Business Initiative to this agreement shall be responsible, unless otherwise agreed to by the Parties, for all communication with prime contract customer contacts, whether in person, in writing, by phone, or by other means.  If communications are initiated by the Customer directly with the Party not bringing the Business Initiative, that Party will coordinate responses with the Party who proposed the Business Initiative. 

1. 5. Advertising and Publicity

5.5.1     Publications or releases to news media or to the general public, including commercial advertising relating to this teaming agreement shall require all Parties' prior written notice as well as approval by all Parties.  However, as a public agency, Team Leader may be required to provide information to the media, or general public without prior written notice to, or approval by the non-government parties.

1. 6. Service Names and Logos

5.6.1     Use of service names and logos shall be coordinated between the Parties and require the agreement of the Parties.

6. OWNERSHIP OF TECHNOLOGY/RIGHTS IN INVENTION PATENTS, COPYRIGHTS AND TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY

1. 1. A Party shall own rights to any technology it independently develops or has already developed.

1. 2. Each Party agrees to provide to the other Party, all of the proprietary information as it relates to each customer contract when the technology is released to either Party.  This agreement shall be modified with an attached addendum to reflect the technology released.

1. 3. Each Party shall mark all independently owned proprietary materials with designation of “proprietary” prior to the release to either Party.

7. CONFIDENTIALITY AND NON-DISCLOSURE

1. 1. Non-Disclosure

7.1.1     Without the other Parties' prior, written consent, no Party shall directly or indirectly, disclose, make available, or communicate to anyone or any entity, other than its own employees, agents, and representatives, all or any part of any proprietary information shared by the other Party with it during the course of this Agreement, except as may be required by court order or overriding federal law.  Each Party acknowledges and agrees, that the other Parties have valuable, proprietary rights in their information and agrees to keep the other Parties’ information strictly confidential and only disclose it to those of its employees, agents, or representatives who have a need to know.  Before disclosure, each Party shall advise any such employees, agent, or representative to whom such disclosure is made of this Agreement and require any such employee, agent, or representative to agree to abide by the terms of this Agreement and keep all disclosed information confidential. This covenant of confidentiality and non-disclosure shall apply to written materials and information, and to information imparted verbally.

1. 2. Return of Written Materials

7.2.1     The Parties acknowledge that any such information will be shared for the sole purpose of determining if there is a basis for agreement between the Parties. Neither Party is hereby granting the other any right or license with respect to any shared information. If the Parties fail to reach agreement, each Party shall return to the other any written materials or information given to it (and copies made by it) or affix in writing that such materials or information has been destroyed. If agreement is not reached, any Party shall not use in any way for its benefit or any other person’s or entity’s benefit any such information or materials shared with it without the other Parties’ written consent.

1. 3. Term

7.3.1     The non-disclosure terms to this Agreement shall be in effect for a period of five years from its date of execution with year-to-year options, if exercised, or three years from termination of this teaming agreement, whichever is longer.

8. WARRANTIES

8.1        Each of the Parties agrees to perform their responsibilities under this Agreement and any contract resulting from Business Initiatives consistent with good commercial practices.  No other warranties, expressed or implied, will be provided by the Parties to the customers under said agreement unless otherwise agreed to by the Parties.

9. SET-UP AND TRAINING

9.1        If set-up and training is required, the Parties shall mutually decide which party shall be responsible for operation set-ups and training of personnel and inmates in order to perform any contracts resulting from this Agreement. Training may be conducted at any of the Parties' sites depending on the nature of the training.  All training for inmates shall be conducted at Team Leader’s sites.

10. TRAVEL EXPENSES

10.1      All Parties shall be responsible for their own travel expenses under this agreement.

11. EQUIPMENT/MATERIALS

1. 1. For each Business Initiative, the Parties will identify the equipment and materials required as this information becomes known.  Responsibility for the provisioning of the required equipment and materials will be decided by the Parties as part of contract negotiations. 

12. PROPOSAL ACTIVITIES AND ISSUES

1. 1. Prime Contract Proposals

1. 1. 1. The Parties will agree upon which party shall be responsible for preparation of proposals to the customer.  Each Party shall provide support and assistance as may reasonably be requested by the other Party.
   2. Project Agreement            

1. 1. 1. The Parties agree to work together and not separately pursue projects identified in Exhibit A.  The Parties’ commitment not to separately pursue any projects identified in Exhibit A will be in effect: (a) through negotiations, award and performance of the contract resulting from the Parties’ collaboration on projects identified in Exhibit A; (b) until such time as the award is made to some other party; (c) until this agreement is terminated in writing by either party, by giving 90 days’ notice; or (d) until the expiration of this teaming agreement.

1. 3. Prime Contract Negotiations

12. 1. 1. Prime Contract negotiations shall be the primary responsibility of the Party who has been mutually agreed to be the prime contractor, or who has been mutually agreed to negotiate the prime contract.  The Parties agree to support each other as may be reasonably required by either Party. The Parties agree to keep each other reasonably advised as to the status of any prime contract negotiations.  In the event that the Prime Contract customer requests clarification and/or changes that impact a Party’s portion of the proposal, that Party agrees to promptly respond to same. 
13. SEVERABILITY AND CONSTRUCTION

1. 1. Except as expressly provided to the contrary herein, each article, term, condition and provision of this Non-Exclusive Teaming Agreement shall be considered severable, and if, for any reason whatsoever, any such article, term, condition or provision herein is deemed to be invalid, illegal or incapable of being enforced as being contrary to, or in conflict with any existing or future law or regulation by any court or agency having valid jurisdiction, such shall not impair the operation or have any other effect upon such other articles, terms, conditions and provisions of this Non-Exclusive Teaming Agreement, and the latter shall continue to be given full force and effect by the parties hereto, and shall be construed as if such invalid, illegal or unenforceable article, term, condition or provision were omitted.

1. 2. All captions, titles, headings and article numbers herein have been inserted and are intended solely for the convenience of the parties, and none such shall be construed or deemed to affect the meaning or construction of any provisions hereof, nor to limit the scope of the provision to which they refer.

1. 3. All references herein to the masculine gender shall include the feminine and neuter genders, and all references herein to the singular shall include the plural, where applicable.

1. 4. This Non-Exclusive Teaming Agreement constitutes the entire, full and complete Agreement between the Team Leader and the Team Member concerning the subject matter hereof, and shall supersede all prior agreements, no other representations having induced the Company to execute this Agreement. No representation, inducement, promises or agreements, oral or otherwise, between the parties not included herein or attached hereto, unless of subsequent date, have been made by either party and none such shall be of any force or effect with reference to this Non-Exclusive Teaming Agreement or otherwise. No amendment change or variance of this Non-Exclusive Teaming Agreement shall be binding upon either party, unless mutually agreed to by the parties and executed by them, or by their respective authorized employees, officers, or agents in writing.

14. WAIVER

14.1      Nor failure, delay, waiver, forbearance or omission by either of the parties hereto of the conditions or of the breach of any term, provision, covenant or warranty contained herein, whether by conduct or otherwise, and no custom or practice of the parties not in accordance with the terms and conditions hereof, shall constitute or be deemed to be or be construed as being a further or continuing waiver of any such condition or breach, or the waiver of any other condition or of the breach of any other term, provision, covenant or warranty of this Agreement..

15. NOTICES

1. 1. Any and all notices required or submitted under this Non-Exclusive Teaming Agreement shall be given in writing and shall be personally delivered or mailed by registered mail, postage prepaid and return receipt requested, except in the event of a postal disruption, to the respective [PARTY NAME] at the following addresses, unless and until a different address has been designated by notice in writing to the other party:

To the Team Leader

[YOUR COMPANY NAME]

[YOUR COMPLETE ADDRESS]

To the Team Member:

[NAME]

[COMPLETE ADDRESS]

16. LANGUAGE AND GOVERNING LAW

1. 1. This Non- Exclusive Teaming Agreement shall be governed by and construed and enforced in accordance with the laws of the [State/Province] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the parties.

1. 2. The parties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the parties relating to this Agreement be drafted in English.

17. ALTERNATIVE DISPUTE RESOLUTION

17.1      The Parties to this agreement agree to attempt in good faith to resolve any conflicts disputes, or claims arising out of this Agreement by negotiation between senior executives or official.  If applicable, Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties. 

18. SELLING TO THIRD PARTIES

18.1      In no event does this Agreement limit or restrict the rights of the Parties in quoting, offering to sell or selling to others, any items/services or standard regularly offered products/services not specifically stated in this Agreement.   This Agreement is intended to protect the Business Initiatives arising from the combined efforts of the Parties and proprietary or confidential information of this Teaming Agreement.

19. ASSIGNMENT OF AGREEMENT

19.1      This agreement may not be assigned or otherwise transferred by any party in whole or in part without the express prior written consent of the other parties.  In the event any Party shall change its corporate name or merge with another corporation, assignment shall be mutually agreed upon by all Parties.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of execution] on the date indicated above.

TEAM LEADER                                                 TEAM MEMBER

Authorized Signature                                                     Authorized Signature

Print Name and Title                                                      Print Name and Title

EXHIBIT A

BUSINESS INITIATIVES