Checklist · Ready

Before you sign a teaming agreement

A teaming agreement is a pre-award contract between partners pursuing one opportunity. Check these terms before you sign, and the set-aside terms at the end when the work is set aside.

Name the specific opportunity (agency, solicitation or notice number) and say how the agreement ends if no solicitation is issued.
Set exclusivity terms, have them reviewed for antitrust risk, and say whether the subcontractor may join other teams.
Commit only to workshare that stays within the Limitations on Subcontracting limit.
Set proposal roles, deadlines for inputs and who bears which proposal costs.
Protect proprietary information, linked to a signed non-disclosure agreement (NDA). An NDA does not authorize sharing Controlled Unclassified Information (CUI) or export-controlled data.
Attach a draft subcontract or its key terms (scope, workshare, rates or pricing method, and period), and have counsel review the agreement: courts in some states have refused to enforce teaming agreements that leave those terms for later.
List the termination events: loss of the award, Government refusal to consent to the subcontract, failure to agree on the subcontract, or a partner’s exclusion.
Include representations on SAM.gov registration, exclusions, size, program status, Cybersecurity Maturity Model Certification (CMMC) status and facility clearance, as the work requires.
Set rules for talking to the customer (usually through the prime) and for hiring each other’s employees.
Make sure the offer discloses the team fully: the Government recognizes team arrangements on that condition.
On a set-aside, write down the North American Industry Classification System (NAICS) code assigned to the subcontract and the subcontractor’s size under it.
On a set-aside, record the program status the subcontractor represents and its certification details.
On a set-aside, require prompt notice of any change in size or status, such as a merger, an acquisition or a program exit.
On a set-aside, cap or require reporting of the subcontractor’s own lower-tier subcontracting: that work counts against the prime’s limit.
On a set-aside, require cooperation with the prime’s Limitations on Subcontracting tracking and any Government request for data.
On a set-aside, keep the prime’s right to rebalance workshare if the subcontractor stops counting as similarly situated.

From the guide: Teaming agreements vs. joint ventures: choosing the right structure