Source & Authority Information
- •SBA Joint Ventures and Teaming(accessed 2026-01-15)
Understanding Teaming Arrangements in Government Contracting
Types of Teaming Arrangements
- Prime-Subcontractor: Most common arrangement with one prime and one or more subcontractors
- Contractor Team Arrangement (CTA): GSA Schedule-specific arrangement allowing multiple schedule holders to team
- Joint Venture: Separate legal entity created by two or more companies to pursue specific opportunities
- Mentor-Protégé: SBA-approved relationship pairing established contractors with small business protégés
- Teaming for Multiple Awards: Pre-positioning to respond to multiple task order competitions on IDIQs
Key Elements of Teaming Agreements
- 1Purpose and Scope
Clearly define the specific opportunity being pursued and what each party will contribute. Include the solicitation number, agency, and general description of work. Specify whether the agreement covers a single opportunity or multiple related pursuits.
- 2Roles and Responsibilities
Detail which party serves as prime and which as subcontractor. Define the general scope of work each party will perform including technical areas, labor categories, and deliverables. Address proposal preparation responsibilities and costs.
- 3Pricing and Compensation
Establish how subcontractor pricing will be developed and whether cost or pricing data must be shared. Define payment terms including timing and conditions. Address allowability of proposal preparation costs.
- 4Exclusivity Provisions
Specify whether parties can pursue the same opportunity with other partners. Define geographic, functional, or customer limitations on exclusivity. Include clear termination provisions if exclusivity is violated.
- 5Proprietary Information Protection
Establish obligations for protecting confidential information shared during teaming. Define what constitutes proprietary information and permitted uses. Include non-disclosure provisions and return of materials requirements.
- 6Term and Termination
Set the duration of the teaming agreement including automatic renewal or expiration provisions. Define conditions under which either party can terminate. Address obligations that survive termination such as confidentiality.
Negotiating Work Share and Pricing
Exclusivity and Non-Compete Provisions
- Define exclusivity scope narrowly: Limit to specific named opportunities rather than broad market segments
- Include time limits: Exclusivity should expire if no proposal is submitted within a reasonable period
- Add performance conditions: Allow termination if the prime fails to actively pursue the opportunity
- Address award failure: Clarify whether exclusivity continues or terminates if the team loses
- Preserve unrelated work: Ensure exclusivity does not prevent pursuit of clearly different opportunities
Protecting Intellectual Property and Proprietary Information
Transitioning from Teaming Agreement to Subcontract
Small Business Considerations in Teaming
Common Teaming Agreement Pitfalls
- Vague work share: Specify work share percentages or dollar amounts rather than general descriptions
- Unlimited exclusivity: Include reasonable time limits and performance conditions
- Unbalanced risk allocation: Ensure risks and rewards are shared appropriately between parties
- Missing termination provisions: Address how either party can exit the arrangement
- Inadequate IP protection: Include comprehensive confidentiality and non-disclosure terms
- No dispute resolution: Specify how disagreements will be resolved including escalation procedures
- Ignoring flow-down requirements: Address major prime contract provisions that will flow to subcontracts
