Teaming Agreements Do's and Don'ts
by Heather Mims, Senior Associate Attorney
Government Contracting, Subcontracting
When you are considering whether to team with a partner for a federal government contracting opportunity, there can be hurdles and challenges along the way. For example, should you craft a new teaming agreement for each opportunity or use a template? Should the teaming partners agree to be exclusive? While you may encounter additional obstacles on your teaming agreement journey, here are some tried and true do’s and don’ts for you to consider.
- Document the parties’ intentions, expectations, and responsibilities for a specific opportunity, as well as identify the roles of the teaming partners.
- Execute a Non-Disclosure Agreement prior to sharing any proprietary data and make sure it encompasses the data that will be shared. For example, if you plan to share information during partnership discussions, make sure orally communicated data is protected in your confidentiality agreement.
- Make sure that your agreement to protect confidential or proprietary information survives the expiration or termination of your teaming agreement.
- Conduct due diligence on your potential teaming partners and request representations and warranties, as needed. For example, you may want to have the potential teaming partner certify that it is a particular size standard or that it has no known or potential organizational conflicts of interest (OCIs).
- Be as specific as possible when crafting the division of work, the price, the requirements, and any period of performance or delivery schedule. A promise to negotiate a subcontract may be insufficient to enforce a teaming agreement.
- Use a template agreement; make sure to carefully craft aspects of the Teaming Agreement for the parties’ needs and the opportunity.
- Ignore sections as “boilerplate” when reviewing a draft Teaming Agreement that has been provided by another party.
- Agree to negotiate essential terms (pricing, scope of work, duration of agreement) at a future date. If the parties have only agreed to attempt to negotiate a subcontract in good faith, such a commit may not be enforceable if the parties end up in a dispute.
While the above is not an exhaustive list, parties to a teaming agreement should carefully review their agreements in line with the above considerations, while making sure the essential terms of your agreement are clearly incorporated. Interested in learning more about federal contracting and teaming agreements? Join us for our virtually led or on-demand teaming agreements courses. Our next course is available for registration today or you can always contact Centre’s expert government contracts attorneys and we’ll be able to help you.