Teaming Agreements, JVs & Subcontracts
For many small government contractors, teaming with other companies is essential to successfully performing federal government contracts work. Teaming relationships take three primary forms: prime/subcontractor teaming agreements, joint venture agreements, and subcontract agreements. Koprince McCall Pottroff LLC provides comprehensive legal services in all three areas.
Prime/Subcontractor Teaming Agreements
A prime/subcontractor teaming agreement is a binding agreement between a prospective prime contractor and subcontractor to pursue a federal contract opportunity together. Sometimes, procuring agencies require prime contractors to submit copies of their teaming agreements with prospective subcontractors. Even when a teaming agreement is not required by the procuring agency, a strong teaming agreement can provide many important benefits, including:
Delineating each company’s role in proposal preparation
Allocating a specific scope of work to the subcontractor in the event that the proposal is successful
Providing each party with reasonable assurances regarding the exclusivity of the relationship
Documenting that the teaming relationship complies with applicable laws, such as the limitations on subcontracting and ostensible subcontractor rule.
Protecting both parties’ confidential and proprietary information (or incorporating the terms of a separate no-disclosure agreement)
At Koprince McCall Pottroff LLC, we are experienced in drafting, reviewing, and negotiating prime/subcontractor teaming agreements for federal government projects. And if you want to craft a teaming relationship that extends beyond a single contract, that’s no problem either—we can assist you in preparing a thorough master teaming agreement to establish the parameters of a broader teaming relationship.
Joint Venture Agreements
Although joint venture agreements are often spoken of in the same breath as prime/subcontractor teaming agreements, the two are very different. In a joint venture, two or more companies come together (usually by forming a new, separate legal entity) to jointly perform a government contract at the prime contract level.
If you are considering a government contracts joint venture agreement, the first question
to answer is whether you are eligible. Except in special cases, a small business cannot
joint venture with a large company for a small business set-aside contract. Koprince McCall
Pottroff LLC can help you figure out whether joint venturing is a viable option for you and
your prospective teammate.
After you have determined that you are eligible, you and your joint venture partner should
execute a joint venture agreement. The joint venture agreement is especially important if
you are pursuing an 8(a), service-disabled veteran-owned small business, or women-owned
small business contract, because those programs require joint venture agreements to contain
certain necessary provisions.
In preparing government contracts joint venture agreements, Koprince McCall Pottroff LLC goes above and beyond the bare minimums required by the regulations. After all, your joint venture agreement is the roadmap to your relationship with your joint venture partner. In addition to the requirements imposed by the SBA’s joint venture regulations, Koprince McCall Pottroff LLC will help your joint venture agreement address other matters critical to a successful relationship.
8(a), SDVOSB and WOSB Joint Venture Agreements
Joint venturing is a popular option for contractors pursuing 8(a), SDVOSB, or WOSB contracts. But 8(a), SDVOSB and WOSB joint venture agreements are more complex than ordinary government contracts joint venture agreements: not only must the joint venturers follow the SBA’s joint venture regulations, in some cases, the joint venture must be pre-approved by the Government.
If you need an attorney to assist you with an 8(a), SDVOSB or WOSB joint venture agreement, Koprince McCall Pottroff LLCcan help you prepare (and if necessary, submit to the Government for approval) a compliant joint venture agreement.
Ever flipped through the FAR’s clauses? If so, you know that the FAR requires prime contractors to insert certain provisions (commonly called “flow-downs”) in Government subcontracts. Fail to include the flow-downs, and may be in breach of your prime contract. Other FAR and SBA provisions require you to obtain certifications from your subcontractors and limit the amount of work your subcontractors perform.
If you need a compliant Government subcontract, Koprince McCall Pottroff LLC can prepare a thorough, comprehensive subcontract agreement that would include:
Mandatory FAR flow-downs
Required subcontractor certifications
Compliance with the FAR and SBA limitations on subcontracting and control provisions (click for more on how Koprince McCall Pottroff LLC can help you avoid ostensible subcontractor affiliation problems)
Comprehensive subcontractor representations and warranties
Robust termination rights
“Pass-through” claim provisions, to make sure the subcontractor’s Government-related claims are presented to the Government, not litigated against you
And much more
Even if you do not need a government subcontract drafted from scratch, it pays to carefully review subcontracts proposed by teaming partners to make sure they are fair and straightforward. Often, subcontractors ask small prime contractors to sign subcontracts heavily weighted against the prime’s interests–sometimes, even violating FAR provisions.