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Back to Basics: Teaming Agreements

Posted on March 9, 2023 by Nicole Pottroff Print Article

Teaming agreements are a great tool for establishing the prime-subcontractor relationship to jointly pursue government contracts. They can protect the parties’ rights, set performance expectations, demonstrate regulatory compliance, and reduce the likelihood of disputes down the line. But no matter how common teaming agreements have become, many still find them to be a bit of a mystery. This is probably because teaming agreements are neither required nor defined by SBA’s regulations or the FAR; and they have no regulatory-required content. But that doesn’t stop procuring agencies from requiring submission of teaming agreements with proposed teaming partners (especially where the offeror requests consideration of its proposed subcontractor’s past performance, experience, and/or capabilities). So, it is beneficial to know some of the “basics” of teaming agreements: what they are, why you should have one, and what should be included.

What is a teaming agreement?

We will start with the very basics. What is a teaming agreement? Well, again, we don’t have a nice SBA or FAR citation to give you here. The FAR does talk a little bit about government contracting teaming arrangements in general (distinguishing between between joint venture teams and prime-subcontractor teams). But that is about it. So, we will discuss some common industry understandings regarding teaming agreements to answer this question, instead.

Generally, “teaming agreement” is the term used to describe an agreement between the prime contractor offeror on a government contract and their proposed subcontractor. You can think of a teaming agreement as the “chasing the contract” document–which can be contrasted with the subcontract agreement or the “performing the contract” document.

Typically, the teaming agreement comes first, governing the parties’ relationship as they pursue a government contract as a proposed prime-subcontractor team. Then, if the proposed prime is awarded the prime government contract, a subcontract agreement will replace the teaming agreement; and it will govern the parties’ relationship in performance of that contract.

Now, as I mentioned earlier, just because government contracting regulations don’t require a teaming agreement or dictate its contents, doesn’t mean you should brush over the idea of having a teaming agreement. Indeed, the benefits of having a (well written) teaming agreement are vast. And some procuring agencies actually require them in certain situations. Let’s dig into some of the reasons why you should consider using a teaming agreement as a precursor to your subcontract agreement.

Why should I have a teaming agreement and what should it include?

As discussed briefly above, one reason you should have a teaming agreement while bidding on government contracts is that, more and more often, we are seeing procuring agencies requiring them. Many times, the agency will require submission of a teaming agreement with a proposed subcontractor where the proposal relies on that subcontractor’s capabilities, past performance, or experience. This could be a situation where the proposed subcontractor will be providing a specific administrative system, certain personnel, etc. (so long as the solicitation allows it). Or it could be one where the past performance examples are coming from both the proposed prime and proposed subcontractor (again, provided such is consistent with the solicitation).

And sometimes, agencies will require submission of teaming agreements with all proposed subcontractors, regardless. Agencies are well aware of the impact subcontractors can have on contract performance–as well as the importance of subcontracting for small and disadvantaged businesses (that may not otherwise be able to meet government needs).

In any event, agencies may use teaming agreements to evaluate the proposed prime-subcontractor relationship for several reasons, which may include (but are certainly not limited to):

It follows naturally from the above list (the reasons why an agency may review a teaming agreement), that a well-written teaming agreement would likely include the following terms:

Again, the suggested provisions above address both most agencies’ primary reasons for teaming agreement reviews and some best practice considerations, as well. To round out our discussion of teaming agreements, we will cover a few more best practice provisions–this time–a bit more focused on the relationship between the parties. As such, a well-written teaming agreement may also include the following terms:

Teaming up for government contracts can be extremely beneficial–for the team members and for the government client. Being able to utilize the experience and capabilities of multiple contractors instead of just one can open the door to many opportunities that may otherwise be off the table for some small and disadvantaged businesses–especially in the highly competitive world of government contracting. And the government client can certainly benefit from a qualified small business offeror with the ability to properly utilize the skills and know-how of its subcontractors. But it goes without saying, teaming can go very right or very wrong for government contractors. And one of the surest ways to encourage the former is to make sure the parties are on the same page with regard to expectations, responsibilities, rules, and obligations–up front. Having a thorough and well-written teaming agreement can do just that.

If you have specific questions about teaming agreements, teaming in general, or if you need help with another government contracting legal issue? Email us or give us a call at 785-200-8919.

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This entry was posted in Back to Basics and tagged Limitations on Subcontracting, ostensible subcontractor rule, Subcontracting, subcontractor's past performance, subcontractors, teaming, teaming agreements, teams. Bookmark the permalink. Nicole Pottroff Partner Koprince McCall Pottroff LLC 785-200-8919 Email

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This blog is for educational purposes only. Nothing posted on this blog constitutes or substitutes for legal advice, which can only be obtained from a personal consultation with a qualified attorney. Using this blog does not create an attorney-client relationship between you and the authors and/or Koprince McCall Pottroff LLC. Although the authors strive to present accurate information, the information provided on this blog is not guaranteed to be complete, correct or up-to-date. The views expressed on this blog are solely those of the authors and do not necessarily reflect the views of Koprince McCall Pottroff LLC.

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