Teaming Agreement

Teaming Agreement

This Agreement is made and entered into this day of [EFFECTIVE DATE], by and between [PRIME FIRM NAME] ("Prime Contractor") and [TEAMING FIRM NAME] ("Subcontractor"). Prime Contractor and Subcontractor are sometimes hereinafter referred to as "Team Member(s)."

WHEREAS, [GOVERNMENT AGENCIES OR CONTRACTOR] , also known as "Client" has released a Request for Proposal (RFP) [RFP NUMBER] dated [RFP DATE] for the [STATEMENT OF THE RFP SCOPE] ("Program").

WHEREAS, the Team Members, consistent with Federal and State laws governing restraint of trade or competition, as applicable, believe that a cooperative effort between the two will result in an offer to the Client of the most advantageous combination of technical, project, managerial, and cost solutions; and

WHEREAS, the Team Members, to this end, desire to enter into this Agreement and, to provide (1) for the joint preparation of a proposal in response to the above RFP, and (2) for the allocation of work to be performed under any resulting contract, award, or blanket ordering agreement (BOA)/IDIQ; and,

WHEREAS, the Team Members are aware that the final response to the subject RFP is due to the Client no later than [RFP DUE DATE] and are prepared to commit the resources necessary to prepare a competitive proposal;

The parties agree as follows:

1.  Preparation of Proposal

1.1. Allocation of Responsibility

(a) Prime Contractor Responsibilities. The Prime Contractor shall take principal charge of preparing and submitting the proposal ("Proposal") in response to the RFP and management of the performance of the work entailed under any resulting contract, award, or blanket ordering agreement (BOA)/IDIQ.

(b) Subcontractor Responsibilities. The Subcontractor shall prepare those technical portions of the Proposal relating to, and perform the work entailed in, the areas described in Exhibit A, subject to the assignment of such additional responsibilities by mutual agreement between the parties. In addition to support of the formal response to the RFP, the Subcontractor agrees to respond to any further requests made by the Client in the evaluation process of the technical and/or business proposal as submitted by the Team Members.

1.2. Cost Proposal. The Subcontractor shall also prepare and submit a cost proposal for the work entailed in the areas described in Exhibit A. The cost or pricing data contained therein shall be provided no later than [DATE] , in a manner prescribed by the Prime Contractor so as to enable it to comply fully with the evaluation and reporting requirements in the RFP. Nothing contained herein shall be construed to require the disclosure of proprietary cost or pricing data to the Prime Contractor.

1.3. Personnel Resources. Each party shall provide appropriate and high-quality personnel and use its best commercial efforts to prepare and submit a proposal that will result in the selection of the team for the Program. The Team Members agree to jointly develop cost targets for those portions of the work to be performed by the Subcontractor so as to maximize the competitiveness of the Proposal. The Subcontractor agrees to propose costs which meet the agreed-upon targets.

1.4. Issues and Concerns. The Subcontractor shall provide any exceptions, objections, comments, or other concerns it may have regarding the terms, conditions, and other requirements of the RFP, at the same time of the submission of technical and price proposal to the Prime. The Prime Contractor agrees to submit all of the Subcontractor's reasonable concerns to the Client either through written questions or in the Proposal and to make every effort to favorably resolve those concerns. In the event those concerns are not favorably resolved, however, the Subcontractor agrees nonetheless to accept in the subcontract the flowdown of all performance-related requirements as well as the flowdown of those requirements mandated by law or regulation.

1.5. Notification of Changes. The Prime Contractor will keep the Subcontractor fully advised of any change, which may affect the Subcontractor's area of responsibility. The Prime Contractor, however, shall have the right to determine the final contents of the proposal. If requested by the Prime Contractor, the Subcontractor will assure the availability of management and technical personnel to assist the Prime Contractor in any discussion and negotiations with the Client.

1.6. Identification of Contributions. The Proposal submitted to the Client shall contain and identify the Subcontractor's contribution to the Proposal and shall also indicate that the Prime Contractor intends to award a subcontract to the Subcontractor for the work identified as the Subcontractor's responsibility in Exhibit A hereto.

1.7. Validity of Proposal. Each party will maintain the validity of its bid, including pricing and all information contained in the Proposal relating to its area of responsibility, until the contract or BOA/IDIQ is awarded for this solicitation or this Agreement is terminated.

2. Participation in Competitive Proposals

2.1. Competitive Proposals. During the effective term of this Agreement, each Team Member agrees that will not participate in other teaming efforts that are related to this Agreement and that it will not compete independently (including the independent submission of a proposal to the Client for the program). If either party plans to participate with a competing team in response to [SOLICITATION NUMBER] , it shall be disclosed prior to the execution of this Agreement. However, this Agreement shall not preclude either party from bidding or contracting independently from the other on any other federal solicitation, which may develop or arise in the general area of business related to this Agreement. Nor shall it preclude either Team Member from offering to sell, to others any services that it may regularly offer for sale, even though such services may be included in the Proposal.

2.2. Additional Teaming Agreements. It is understood that [PRIME TEAM MEMBER] , as Prime, may enter into other Teaming Agreements with entities that are seen as beneficial to promote the competitive advantage of the Team's proposal response. Uniquely qualified firms that, in the opinion of the Prime, provide complimentary services that are deemed to add value to the proposal shall be included as part of the final proposal submitted by the Prime. The Subcontractor will not be required to be part of other Teaming Agreements that might be executed by the Prime in response to the RFP.

2.3. Scope of Work. The Scope of Work "Scope", if any, that is deemed to be exclusive to the Subcontractor, is expressly identified and reserved in Exhibit A hereto.

3. Award of Subcontract

3.1. Negotiation of Subcontract. In the event that the Prime Contractor is awarded a contract or BOA/IDIQ for this solicitation, the Prime Contractor and the Subcontractor agree to negotiate in good faith and proceed in a timely manner to execute a mutually acceptable subcontract for the work to be performed by the Subcontractor.

3.2. Client Consent. The Team Members acknowledge that the subcontract (and any modifications thereto) may be subject to the consent or approval of the Client. The Prime Contractor agrees to use all reasonable efforts to secure such consent or approval.

3.3. Subcontractor Approval. The Subcontractor agrees to accept the inclusion of terms and conditions which are required to be flowed down by law or regulation, such other provisions as the Prime Contractor may reasonably require in performing its obligations as a prime contractor, as well as such other provisions upon which mutual agreement is reached.

3.4. Conditions to Subcontract. The award of the subcontract contemplated under this Agreement is subject to all of the following conditions:

(a) Award of contract or blanket ordering agreement (BOA)/IDIQ to Prime Contractor;

(b) Inclusion in the prime contract of subcontract requirements that are substantially similar to those proposed under this Agreement;

(c) Furnishing by the Subcontractor to Prime Contractor all of the certifications, representations, and cost and pricing data or basis for exemptions as required by applicable law or regulation or by the prime contract;

(d) The Client's specific approval of Subcontractor as a subcontractor if required; and

(e) Mutual agreement of the parties hereto to the statement of work, financial terms, and contractual provisions.

4. Representations and Warranties

4.1. Authority. Each Team Member warrants that it has the right to enter into this Agreement and to fully perform all obligations herein undertaken.

4.2. No Infringement. Each Team Member warrants that the data, information, and other material furnished to the other Team Member does not infringe any third-party rights in any U.S. patent, copyright, or trade secret.

5. Limitation to Right of Reimbursement

5.1. Costs. Each party to this Agreement will bear their own respective costs, risks, and liabilities incurred by it as a result of its obligations and efforts under this Agreement and proposal effort.

5.2. No Reimbursement. Neither the Prime Contractor nor the Subcontractor shall have any right to any reimbursement, payment, or compensation of any kind from the other during the period prior to the award and execution of any resulting subcontract, or written authorization, between the Prime Contractor and the Subcontractor for the Program and work described in this Agreement.

6. Confidentiality. Each Team Member agrees to handle the proprietary data of the other in accordance with the terms and conditions of the Nondisclosure Agreement attached hereto as Exhibit B.

7. Classified or Legally Restricted Information. Both Team Members confirm and agree that neither their consultants nor their employees shall be requested or otherwise encouraged to obtain or provide information of the Client's which may not be legally disclosed, whether by reason of security classification or other legal restriction. Furthermore, each Team Member agrees not to knowingly accept or use any such information in any proposal developed under the RFP.

8. Solicitation of Employees

8.1. Non-Solicitation. Each Team Member agrees that, during the term of this Agreement and any resulting subcontract, it shall not directly solicit or recruit the employees of the other Team Member associated with the performance of this Agreement.

8.2. Employment Opportunities. This undertaking shall not preclude any employee of either Team Member from pursuing and securing employment opportunities with the other Team Member on such employee's own initiative.

9. Relationship of the Parties

9.1. No Joint Venture. This Agreement does not constitute or create a joint venture, LLC, partnership, or formal business organization of any kind, other than a contractor teaming arrangement as set forth in this Agreement, and the rights and obligations of the parties shall be only those expressly set forth herein.

9.2. No Authority. Neither Team Member shall have authority to bind the other except to the extent authorized herein.

9.3. No Sharing of Profits or Losses. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the effort of either of the Team Members.

10. Intellectual Property Rights

10.1. Retention of Ownership. Inventions shall remain the property of the originating party.

10.2. Joint Inventions. In the event of joint inventions, the Team Members shall establish their respective rights by negotiations between them.

10.3. Licenses to Inventions. The Team Members may be required to, and shall, grant licenses or other rights to the Client to inventions, data, and information under such standard provisions which may be contained in the prime contract contemplated by this Agreement; provided, however, such licenses or other rights shall not exceed those required by said contract.

10.4.  No Title Transfer. Nothing in this Agreement shall, directly or indirectly, confer any title in one Team Member’s intellectual property rights to the other Team Member.

11. Publicity

11.1. Written Approval. Any news release, public announcement, advertisement, or publicity proposed to be released by either Team Member concerning the Program, either Team Member's efforts in connection with the Proposal, or any resulting prime contract or subcontract, will be subject to the written approval of the other Team Member prior to release.

11.2. Attribution. Full consideration and representation of the respective roles and contributions of both Team Members shall be given in any such statement.

12. Contacts. All communications relating to this Agreement shall be directed to the specific person designated to represent the Prime Contractor and the Subcontractor as identified in Notices section of this Agreement. Communications that are not properly directed to the person designated to represent the Prime Contractor and the Subcontractor shall not be binding upon the Prime Contractor or the Subcontractor.

13. Termination

13.1. Program Events. This Agreement shall expire on the occurrence of:

(a) Official Client announcement or notice of the cancellation of the Program or the RFP;

(b) The receipt of written notice from the Client that it will not award the contract for this Program to the Prime Contractor;

(c) The receipt of official Client notice that either the proposed Subcontractor or Subcontract will not be approved under a contract to the Prime Contractor for this Program, or that substantial areas of the Subcontractor's proposed responsibility have been eliminated from the Program requirements;

(d) Execution of a subcontract by the Prime Contractor to the Subcontractor for Subcontractor's allocated portion of the Program; or

(e)the inability of the parties to execute a subcontract within [ ] days of prime contract award and either party has given notice of its intent to terminate.

13.2. Mutual Agreement. This Agreement will terminate immediately upon the mutual agreement of the parties to terminate the Agreement;

13.3. Term. This Agreement will terminate upon the expiration of a [one (1)] year period commencing on the date of this Agreement, except that such period may be extended by mutual agreement of the parties;

13.4. Breach. This Agreement will terminate immediately upon a material breach by either Team Member of any of the provisions of this agreement.

13.5. Insolvency. This Agreement will terminate immediately upon a Team Member's insolvency, bankruptcy, receivership, dissolution, or liquidation.

13.6. Survival. The Confidentiality, Non-Solicitation of Employees and Intellectual Property terms shall survive the termination of this Agreement.

14. Limitation of Liability. In no event shall either Team Member be liable to the other, as a result of the performance of this Agreement, for any loss of profits; any incidental, special, exemplary, or consequential damages; or, excepting claims based on any infringement of proprietary rights, any claims or demands brought against the other Team Member, even if such Team Member has been advised of the possibility of such damages.

15. General Provisions

15.1. Entire Agreement. This Agreement contains all the terms agreed to by the parties, and replaces all previous discussions, understanding, and agreements, relating to its subject matter.

15.2. Amendment. This Agreement may only be amended by a written document signed by both parties.

15.3. Assignment. Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party.

15.4. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this Agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) Receipt of Notice. A Notice given in accordance with this Agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.

15.5. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

15.6. Excused Performance. Neither party is responsible for failure to fulfill any of its obligations due to causes beyond its control.

15.7. Severability. If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

15.8. Waiver. A party's failure or neglect to enforce any of rights under this Agreement will not be deemed to be a waiver of that party's rights.

15.9. Counterparts. This Agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

IN WITNESS WHEREOF, each of the Team Members hereto has caused this Agreement to be executed by its duly authorized representative as of the day and year indicated with signature.

PRIME CONTRACTOR

FIRM NAME

BY: ______________________________

NAME: ______________________________

TITLE: ______________________________

DATE:

SUBCONTRACTOR

SUB NAME

BY:

NAME:

TITLE:

DATE:

EXHIBIT A

STATEMENT OF WORK

In relation to the following Statement of Work (SOW) the subcontractor shall provide documentation for the development of a response to the subject RFP to include technical and cost/business proposals. These proposals shall be delivered to the Prime no later than [DATE]. The technical and business proposal will be developed with pricing consideration such that the proposal submitted by the Prime on behalf of the Team Members will have the reasonable expectation of the most advantageous combination of technical, project, managerial, and cost solutions. The Subcontractor will respond to the following SOW as taken directly from the Client's RFP.

[DESCRIPTION OF SCOPE]

Scope Deemed to be Exclusive to the Subcontractor

In regards to the aforementioned Statement or Work, the following Scope is deemed to be exclusive to the Subcontractor, and is expressly identified and reserved. No other teaming agreement or resulting subcontract identified in this Exclusive Scope shall be assigned by the Prime to another party or Team Member without the written consent of the Subcontractor. However, the reporting and program/project management of the Exclusive Scope is the responsibility of the Prime.

EXHIBIT B

NONDISCLOSURE AGREEMENT

Teaming Agreement

This Agreement is made and entered into this day of [EFFECTIVE DATE], by and between [PRIME FIRM NAME] ("Prime Contractor") and [TEAMING FIRM NAME] ("Subcontractor"). Prime Contractor and Subcontractor are sometimes hereinafter referred to as "Team Member(s)."

WHEREAS, [GOVERNMENT AGENCIES OR CONTRACTOR] , also known as "Client" has released a Request for Proposal (RFP) [RFP NUMBER] dated [RFP DATE] for the [STATEMENT OF THE RFP SCOPE] ("Program").

WHEREAS, the Team Members, consistent with Federal and State laws governing restraint of trade or competition, as applicable, believe that a cooperative effort between the two will result in an offer to the Client of the most advantageous combination of technical, project, managerial, and cost solutions; and

WHEREAS, the Team Members, to this end, desire to enter into this Agreement and, to provide (1) for the joint preparation of a proposal in response to the above RFP, and (2) for the allocation of work to be performed under any resulting contract, award, or blanket ordering agreement (BOA)/IDIQ; and,

WHEREAS, the Team Members are aware that the final response to the subject RFP is due to the Client no later than [RFP DUE DATE] and are prepared to commit the resources necessary to prepare a competitive proposal;

The parties agree as follows:

1.  Preparation of Proposal

1.1. Allocation of Responsibility

(a) Prime Contractor Responsibilities. The Prime Contractor shall take principal charge of preparing and submitting the proposal ("Proposal") in response to the RFP and management of the performance of the work entailed under any resulting contract, award, or blanket ordering agreement (BOA)/IDIQ.

(b) Subcontractor Responsibilities. The Subcontractor shall prepare those technical portions of the Proposal relating to, and perform the work entailed in, the areas described in Exhibit A, subject to the assignment of such additional responsibilities by mutual agreement between the parties. In addition to support of the formal response to the RFP, the Subcontractor agrees to respond to any further requests made by the Client in the evaluation process of the technical and/or business proposal as submitted by the Team Members.

1.2. Cost Proposal. The Subcontractor shall also prepare and submit a cost proposal for the work entailed in the areas described in Exhibit A. The cost or pricing data contained therein shall be provided no later than [DATE] , in a manner prescribed by the Prime Contractor so as to enable it to comply fully with the evaluation and reporting requirements in the RFP. Nothing contained herein shall be construed to require the disclosure of proprietary cost or pricing data to the Prime Contractor.

1.3. Personnel Resources. Each party shall provide appropriate and high-quality personnel and use its best commercial efforts to prepare and submit a proposal that will result in the selection of the team for the Program. The Team Members agree to jointly develop cost targets for those portions of the work to be performed by the Subcontractor so as to maximize the competitiveness of the Proposal. The Subcontractor agrees to propose costs which meet the agreed-upon targets.

1.4. Issues and Concerns. The Subcontractor shall provide any exceptions, objections, comments, or other concerns it may have regarding the terms, conditions, and other requirements of the RFP, at the same time of the submission of technical and price proposal to the Prime. The Prime Contractor agrees to submit all of the Subcontractor's reasonable concerns to the Client either through written questions or in the Proposal and to make every effort to favorably resolve those concerns. In the event those concerns are not favorably resolved, however, the Subcontractor agrees nonetheless to accept in the subcontract the flowdown of all performance-related requirements as well as the flowdown of those requirements mandated by law or regulation.

1.5. Notification of Changes. The Prime Contractor will keep the Subcontractor fully advised of any change, which may affect the Subcontractor's area of responsibility. The Prime Contractor, however, shall have the right to determine the final contents of the proposal. If requested by the Prime Contractor, the Subcontractor will assure the availability of management and technical personnel to assist the Prime Contractor in any discussion and negotiations with the Client.

1.6. Identification of Contributions. The Proposal submitted to the Client shall contain and identify the Subcontractor's contribution to the Proposal and shall also indicate that the Prime Contractor intends to award a subcontract to the Subcontractor for the work identified as the Subcontractor's responsibility in Exhibit A hereto.

1.7. Validity of Proposal. Each party will maintain the validity of its bid, including pricing and all information contained in the Proposal relating to its area of responsibility, until the contract or BOA/IDIQ is awarded for this solicitation or this Agreement is terminated.

2. Participation in Competitive Proposals

2.1. Competitive Proposals. During the effective term of this Agreement, each Team Member agrees that will not participate in other teaming efforts that are related to this Agreement and that it will not compete independently (including the independent submission of a proposal to the Client for the program). If either party plans to participate with a competing team in response to [SOLICITATION NUMBER] , it shall be disclosed prior to the execution of this Agreement. However, this Agreement shall not preclude either party from bidding or contracting independently from the other on any other federal solicitation, which may develop or arise in the general area of business related to this Agreement. Nor shall it preclude either Team Member from offering to sell, to others any services that it may regularly offer for sale, even though such services may be included in the Proposal.

2.2. Additional Teaming Agreements. It is understood that [PRIME TEAM MEMBER] , as Prime, may enter into other Teaming Agreements with entities that are seen as beneficial to promote the competitive advantage of the Team's proposal response. Uniquely qualified firms that, in the opinion of the Prime, provide complimentary services that are deemed to add value to the proposal shall be included as part of the final proposal submitted by the Prime. The Subcontractor will not be required to be part of other Teaming Agreements that might be executed by the Prime in response to the RFP.

2.3. Scope of Work. The Scope of Work "Scope", if any, that is deemed to be exclusive to the Subcontractor, is expressly identified and reserved in Exhibit A hereto.

3. Award of Subcontract

3.1. Negotiation of Subcontract. In the event that the Prime Contractor is awarded a contract or BOA/IDIQ for this solicitation, the Prime Contractor and the Subcontractor agree to negotiate in good faith and proceed in a timely manner to execute a mutually acceptable subcontract for the work to be performed by the Subcontractor.

3.2. Client Consent. The Team Members acknowledge that the subcontract (and any modifications thereto) may be subject to the consent or approval of the Client. The Prime Contractor agrees to use all reasonable efforts to secure such consent or approval.

3.3. Subcontractor Approval. The Subcontractor agrees to accept the inclusion of terms and conditions which are required to be flowed down by law or regulation, such other provisions as the Prime Contractor may reasonably require in performing its obligations as a prime contractor, as well as such other provisions upon which mutual agreement is reached.

3.4. Conditions to Subcontract. The award of the subcontract contemplated under this Agreement is subject to all of the following conditions:

(a) Award of contract or blanket ordering agreement (BOA)/IDIQ to Prime Contractor;

(b) Inclusion in the prime contract of subcontract requirements that are substantially similar to those proposed under this Agreement;

(c) Furnishing by the Subcontractor to Prime Contractor all of the certifications, representations, and cost and pricing data or basis for exemptions as required by applicable law or regulation or by the prime contract;

(d) The Client's specific approval of Subcontractor as a subcontractor if required; and

(e) Mutual agreement of the parties hereto to the statement of work, financial terms, and contractual provisions.

4. Representations and Warranties

4.1. Authority. Each Team Member warrants that it has the right to enter into this Agreement and to fully perform all obligations herein undertaken.

4.2. No Infringement. Each Team Member warrants that the data, information, and other material furnished to the other Team Member does not infringe any third-party rights in any U.S. patent, copyright, or trade secret.

5. Limitation to Right of Reimbursement

5.1. Costs. Each party to this Agreement will bear their own respective costs, risks, and liabilities incurred by it as a result of its obligations and efforts under this Agreement and proposal effort.

5.2. No Reimbursement. Neither the Prime Contractor nor the Subcontractor shall have any right to any reimbursement, payment, or compensation of any kind from the other during the period prior to the award and execution of any resulting subcontract, or written authorization, between the Prime Contractor and the Subcontractor for the Program and work described in this Agreement.

6. Confidentiality. Each Team Member agrees to handle the proprietary data of the other in accordance with the terms and conditions of the Nondisclosure Agreement attached hereto as Exhibit B.

7. Classified or Legally Restricted Information. Both Team Members confirm and agree that neither their consultants nor their employees shall be requested or otherwise encouraged to obtain or provide information of the Client's which may not be legally disclosed, whether by reason of security classification or other legal restriction. Furthermore, each Team Member agrees not to knowingly accept or use any such information in any proposal developed under the RFP.

8. Solicitation of Employees

8.1. Non-Solicitation. Each Team Member agrees that, during the term of this Agreement and any resulting subcontract, it shall not directly solicit or recruit the employees of the other Team Member associated with the performance of this Agreement.

8.2. Employment Opportunities. This undertaking shall not preclude any employee of either Team Member from pursuing and securing employment opportunities with the other Team Member on such employee's own initiative.

9. Relationship of the Parties

9.1. No Joint Venture. This Agreement does not constitute or create a joint venture, LLC, partnership, or formal business organization of any kind, other than a contractor teaming arrangement as set forth in this Agreement, and the rights and obligations of the parties shall be only those expressly set forth herein.

9.2. No Authority. Neither Team Member shall have authority to bind the other except to the extent authorized herein.

9.3. No Sharing of Profits or Losses. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the effort of either of the Team Members.

10. Intellectual Property Rights

10.1. Retention of Ownership. Inventions shall remain the property of the originating party.

10.2. Joint Inventions. In the event of joint inventions, the Team Members shall establish their respective rights by negotiations between them.

10.3. Licenses to Inventions. The Team Members may be required to, and shall, grant licenses or other rights to the Client to inventions, data, and information under such standard provisions which may be contained in the prime contract contemplated by this Agreement; provided, however, such licenses or other rights shall not exceed those required by said contract.

10.4.  No Title Transfer. Nothing in this Agreement shall, directly or indirectly, confer any title in one Team Member’s intellectual property rights to the other Team Member.

11. Publicity

11.1. Written Approval. Any news release, public announcement, advertisement, or publicity proposed to be released by either Team Member concerning the Program, either Team Member's efforts in connection with the Proposal, or any resulting prime contract or subcontract, will be subject to the written approval of the other Team Member prior to release.

11.2. Attribution. Full consideration and representation of the respective roles and contributions of both Team Members shall be given in any such statement.

12. Contacts. All communications relating to this Agreement shall be directed to the specific person designated to represent the Prime Contractor and the Subcontractor as identified in Notices section of this Agreement. Communications that are not properly directed to the person designated to represent the Prime Contractor and the Subcontractor shall not be binding upon the Prime Contractor or the Subcontractor.

13. Termination

13.1. Program Events. This Agreement shall expire on the occurrence of:

(a) Official Client announcement or notice of the cancellation of the Program or the RFP;

(b) The receipt of written notice from the Client that it will not award the contract for this Program to the Prime Contractor;

(c) The receipt of official Client notice that either the proposed Subcontractor or Subcontract will not be approved under a contract to the Prime Contractor for this Program, or that substantial areas of the Subcontractor's proposed responsibility have been eliminated from the Program requirements;

(d) Execution of a subcontract by the Prime Contractor to the Subcontractor for Subcontractor's allocated portion of the Program; or

(e)the inability of the parties to execute a subcontract within [ ] days of prime contract award and either party has given notice of its intent to terminate.

13.2. Mutual Agreement. This Agreement will terminate immediately upon the mutual agreement of the parties to terminate the Agreement;

13.3. Term. This Agreement will terminate upon the expiration of a [one (1)] year period commencing on the date of this Agreement, except that such period may be extended by mutual agreement of the parties;

13.4. Breach. This Agreement will terminate immediately upon a material breach by either Team Member of any of the provisions of this agreement.

13.5. Insolvency. This Agreement will terminate immediately upon a Team Member's insolvency, bankruptcy, receivership, dissolution, or liquidation.

13.6. Survival. The Confidentiality, Non-Solicitation of Employees and Intellectual Property terms shall survive the termination of this Agreement.

14. Limitation of Liability. In no event shall either Team Member be liable to the other, as a result of the performance of this Agreement, for any loss of profits; any incidental, special, exemplary, or consequential damages; or, excepting claims based on any infringement of proprietary rights, any claims or demands brought against the other Team Member, even if such Team Member has been advised of the possibility of such damages.

15. General Provisions

15.1. Entire Agreement. This Agreement contains all the terms agreed to by the parties, and replaces all previous discussions, understanding, and agreements, relating to its subject matter.

15.2. Amendment. This Agreement may only be amended by a written document signed by both parties.

15.3. Assignment. Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party.

15.4. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this Agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) Receipt of Notice. A Notice given in accordance with this Agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.

15.5. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

15.6. Excused Performance. Neither party is responsible for failure to fulfill any of its obligations due to causes beyond its control.

15.7. Severability. If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

15.8. Waiver. A party's failure or neglect to enforce any of rights under this Agreement will not be deemed to be a waiver of that party's rights.

15.9. Counterparts. This Agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

IN WITNESS WHEREOF, each of the Team Members hereto has caused this Agreement to be executed by its duly authorized representative as of the day and year indicated with signature.

PRIME CONTRACTOR

FIRM NAME

BY: ______________________________

NAME: ______________________________

TITLE: ______________________________

DATE:

SUBCONTRACTOR

SUB NAME

BY:

NAME:

TITLE:

DATE:

EXHIBIT A

STATEMENT OF WORK

In relation to the following Statement of Work (SOW) the subcontractor shall provide documentation for the development of a response to the subject RFP to include technical and cost/business proposals. These proposals shall be delivered to the Prime no later than [DATE]. The technical and business proposal will be developed with pricing consideration such that the proposal submitted by the Prime on behalf of the Team Members will have the reasonable expectation of the most advantageous combination of technical, project, managerial, and cost solutions. The Subcontractor will respond to the following SOW as taken directly from the Client's RFP.

[DESCRIPTION OF SCOPE]

Scope Deemed to be Exclusive to the Subcontractor

In regards to the aforementioned Statement or Work, the following Scope is deemed to be exclusive to the Subcontractor, and is expressly identified and reserved. No other teaming agreement or resulting subcontract identified in this Exclusive Scope shall be assigned by the Prime to another party or Team Member without the written consent of the Subcontractor. However, the reporting and program/project management of the Exclusive Scope is the responsibility of the Prime.

EXHIBIT B

NONDISCLOSURE AGREEMENT