TEAMING AGREEMENTS AND SUBCONTRACTS: HOW TO …...Teaming Agreements and Subcontracts: How to...

Teaming Agreements and Subcontracts: How to Protect Your CompanyStreamline Government Contracts, LLC Copyright 2017

Contact Compliance with Maximized Profitability



TEAMING AGREEMENTS AND

SUBCONTRACTS:

HOW TO PROTECT YOUR COMPANY

Thursday, October 12, 2017

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KAREN LONG, M.S., MBA, CFCMPresident and Founder of Streamline Government Contracts, LLC

Contact Info:

[email protected]

240-644-5314

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mailto:[email protected]



ABOUT: Streamline Government Contracts, LLCContract Compliance with Maximized Profitability

-Offers Contract Management Support to small and mid-size Govt. Contractors

-Services include: Negotiating Teaming Agreements & Subcontracts, Preparing Contract Correspondence, Tracking contract funding,

Preparing Estimates-at-Completion (EACs), etc.

WEBSITE: www.StreamlineGovCon.com

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AGENDAI. Introduction

II. Teaming Agreements

III. Subcontracts*

IV. Questions

*For Civilian Agencies

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Teaming Agreements:

• Your company has had discussions with a company which would make a strong team for a particular solicitation. The solicitation will be coming out in a couple of months. It is time to negotiate a Teaming Agreement.



Why Is It Important To Have A Solid Teaming Agreement?

• Protects your company (or not)• Sets a precedent for future work together• Can lead to a subcontract with minimal negotiation



Negotiating Power:What does the subcontractor bring to the table?

➢ Relationship with the client?➢ Subject Matter Expertise (SME)?➢ Brought the opportunity to the table?➢ Assistance filling small business goals ?

The more the sub brings to the table, the more negotiating power they have.



Minimal Negotiation Clauses (Generally)

• Relationship to the parties

• Proposal costs

• Publicity

• Assignment



(Cont.) Minimal Negotiation Clauses (Generally)

• Organizational Conflict of Interests (OCI)

• Points of Contact (Technical and Contracts person)

• Severability & Surviving Clauses

• Data Right and Intellectual Property



Read Carefully—Language Matters:

• Subjective language usually favors the prime (e.g. substantially, approximately);

• Objective language usually favors the sub (e.g. at least)



(Cont.) Read Carefully—Language Matters:

• Are the applicable clauses mutual (e.g. non-solicitation of employees)?

• Suggest Subcontractor try to remove language that gives the prime “sole discretion”.



Read Carefully—Is it Mutual?

• Non-Solicitation of Employees• Amendments• Pricing Changes

➢



When should the Teaming Agreement End?

• Mutual agreement of the parties in writing• Two years from the agreement effective date• Client disapproval of subcontractor (in writing)

➢



(cont.) When should the Teaming Agreement End?

• Prime is unable to bid• Cancellation of the solicitation• Issuance of a Subcontract• Announcement of another company winning the contract award

And All Protests Have Been Resolved



Points To Consider:

• What are the proposal responsibilities?• What are the workshare commitments after award (if not

an IDIQ)?• Does the subcontractor have Key Personnel?• Is there exclusivity? What if it’s an IDIQ?



Subcontract

(10 months later) Your team won the contract award!...

It’s time to negotiate the Subcontract!

Be sure to remember the timeline to negotiate

the subcontract.



Why Is It Important To Have A Solid Subcontract?

• Protects your company (or not)• Sets a precedent for future work together• Presumably will be in-force for many years



Are the Applicable T&Cs from the TAincorporated into the Subcontract?

Otherwise they are gone….

• Proprietary Information• Pricing (for all years)• Workshare



Previously Negotiated

• Relationship to the Parties

• Publicity

• Assignment

• Indemnification

• Non-solicitation of employees



(Cont.) Previously Negotiated

• Organizational Conflict of Interests (OCI)

• Severability & Surviving Clauses

• Data Right and Intellectual Property

• Limitations of Liability

• Exclusivity (if multiple awards)



What is the type of contract?(Was this determined in the TA?)

• Firm Fixed Price (FFP)

• Firm Fixed Price/Level of Effort (FFP/LOE)

• Time and Materials (T&M)

• Labor Hours (LH)

• Cost Plus Fixed Fee (CPFF)



What is the scope of work?

• This is especially important if it is for FFP or FFP/LOE

• Subcontractor should try and make this as specific as possible.



Mandatory Flow-Down Clauses

• If the Prime Contract is for Commercial Items

See FAR 52.212-5(e)(1) plus clauses specific to the contract

• If the Prime Contract is for Other than Commercial Items

See FAR 52.244-6 plus clauses specific to the contract



Termination for Convenience

• (For the Subcontractor) The Prime Contractor may terminate the

for convenience if and only if the Government terminates the contract

For convenience.



How will disputes get resolved?

• Arbitration• Jury Trial• Waiving a Jury Trial



If it is a labor contract….

• How long does the subcontractor have to fill positions?• Are the qualifications and education specific?• If an employee leaves from the subcontractor’s company, do they

have first right of refusal?• What is the approval process?



For new work, who is the “customer”?

• Agency?• Department?• Division?• Sub-division?



Ask the Accounting Department:

• Is the invoice due date realistic?• Are the payment terms reasonable?• If FFP or FFP/LOE, is the invoicing schedule

reasonable?• Is there enough time for contract close-out?



After the subcontract is fully executed, all you have to do is:

• Manage the contract effectively• Perform technically



QUESTIONS?

Contact Info:Karen LongStreamline Government Contracts, [email protected]

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mailto:[email protected]

TEAMING AGREEMENTS AND SUBCONTRACTS: HOW TO …...Teaming Agreements and Subcontracts: How to...

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