Use these when two companies agree to work together. Every notice, awarded contract and grant has a Who's in list. Put your name on it as a sub or a 1099 so primes can find you.
SAMPLE ONLY. This is not legal advice and it is not a FedM8 agreement. FEDM8 LLC is not a party to this document, not a broker, not your lawyer, and not your agent. FEDM8 LLC does not check the companies, the notice, or the terms. Have your own counsel read this before anyone signs. Using or signing this sample does not make FedM8 liable for the team, the bid, the work, the payment, or any dispute.
To the fullest extent the law allows, FEDM8 LLC is not liable for the list, a contact, a sample, the bid, the work, the payment, or a dispute. If a law does not allow that, liability is limited as the Terms of Service say. Have your own lawyer read a sample before anyone signs.
Mutual nondisclosure
Use this before you trade rates, staffing, or technical approach.
SAMPLE ONLY. This is not legal advice and it is not a FedM8 agreement. FEDM8 LLC is not a party to this document, not a broker, not your lawyer, and not your agent. FEDM8 LLC does not check the companies, the notice, or the terms. Have your own counsel read this before anyone signs. Using or signing this sample does not make FedM8 liable for the team, the bid, the work, the payment, or any dispute.
MUTUAL NONDISCLOSURE AGREEMENT
(sample for teaming discussions)
This agreement is between:
Party A: ________________________________ ("Party A")
Party B: ________________________________ ("Party B")
Effective date: ________________
Opportunity (name, number, agency): ________________________________
1. Purpose. The parties may discuss teaming on the opportunity named above. Each may share non-public business information for that purpose only.
2. FedM8. The parties may have found each other with tools or sample papers from FEDM8 LLC. FEDM8 LLC is not a party to this agreement, has no obligations under it, and has no liability for it or for the relationship between the parties.
3. Confidential information. Confidential information means non-public information one party marks, or that a reasonable person would treat as confidential, including pricing, staffing, technical approach, customer names, and financials. It does not include information that the receiving party already knew without a duty of confidence, that is or becomes public through no fault of the receiving party, that the receiving party develops independently, or that the receiving party receives from someone else who had the right to disclose it.
4. Duty. The receiving party will use confidential information only for the purpose, will limit access to people who need it for the purpose, and will protect it with at least the care it uses for its own similar information. A party may disclose confidential information if the law, a court, or a government official requires it, after giving notice when notice is lawful.
5. No other deal. This agreement does not require either party to team, bid, or award work. It does not grant a license to the other party's intellectual property except the limited right to use confidential information for the purpose.
6. Return. When the disclosing party asks, or when discussions end, the receiving party will return or destroy confidential information, except for copies a law or a backup system requires it to keep. Those copies stay subject to this agreement.
7. Term. This agreement lasts for ____ years from the effective date (write 2 if you leave this blank in a signed copy only after counsel agrees). Either party may end the discussions with written notice. The duty of confidence survives for the term.
8. Each party stands on its own. Neither party may bind the other. The parties are not partners, joint venturers, or each other's agents.
9. Law. The laws of the State of ____________________ govern this agreement, without regard to conflict-of-laws rules. The parties will try to resolve a dispute in good faith for 30 days before filing a claim.
10. Whole agreement. This is the whole nondisclosure agreement for the purpose. A change must be in writing and signed by both parties.
PARTY A PARTY B
Signature ______________________ Signature ______________________
Name ___________________________ Name ___________________________
Title __________________________ Title __________________________
Date ___________________________ Date ___________________________
End of sample. FEDM8 LLC is not a party and is not liable for the use of this sample.
Teaming agreement
Use this when you agree who will prime and what the sub will perform. It is contingent on award.
SAMPLE ONLY. This is not legal advice and it is not a FedM8 agreement. FEDM8 LLC is not a party to this document, not a broker, not your lawyer, and not your agent. FEDM8 LLC does not check the companies, the notice, or the terms. Have your own counsel read this before anyone signs. Using or signing this sample does not make FedM8 liable for the team, the bid, the work, the payment, or any dispute.
TEAMING AGREEMENT
(sample, contingent on award to the prime)
This agreement is between:
Prospective prime: ______________________________ ("Prime")
Prospective subcontractor: ______________________ ("Sub")
Effective date: ________________
Solicitation / notice: ________________________________
Agency: ________________________________
NAICS: ________________ Set-aside (if any): ________________
1. FedM8. The parties may have found each other with tools or sample papers from FEDM8 LLC. FEDM8 LLC is not a party to this agreement, did not negotiate it, does not guarantee either company, and has no liability for this agreement, the bid, the award, the work, payment between the parties, a protest, or any dispute.
2. Roles. Prime intends to submit a proposal as the prime contractor. Sub intends to support that proposal as a proposed subcontractor for the work described below. Sub is enlisting to subcontract. Sub is looking to Prime to hold the contract with the government.
3. Work Sub will perform. Describe the piece, in plain words:
________________________________________________________________
________________________________________________________________
Approximate share of work (percent or dollars), if the parties have agreed on one: ________________
If this line is blank, the parties have not agreed on a share. A blank share is not a promise of any percentage.
4. Exclusivity. This agreement is NON-EXCLUSIVE. Each party may talk with other companies about the same opportunity. It becomes exclusive only if both parties sign the optional paragraph at the end and initial it. Do not initial that paragraph unless counsel has read it.
5. Proposal. Each party will provide, on the schedule they agree in writing, the technical, past-performance, and price information needed for the piece it owns. Each party bears its own proposal costs unless a signed writing says otherwise. Prime decides the final proposal content and price, except that Prime will not change Sub's quoted rates without Sub's written consent.
6. Award. If the government awards the contract to Prime, the parties intend to negotiate a subcontract for the work in section 3, on terms consistent with the prime contract and the price Sub quoted. This agreement is not itself a subcontract. No subcontract exists until both parties sign a separate subcontract. Prime has no duty to award a subcontract if the government does not award the contract to Prime, if the government downscopes the work in section 3, if the parties cannot agree on subcontract terms within 30 days after award, or if Sub is then suspended, debarred, or otherwise ineligible.
7. Each party is responsible for its own SAM.gov registration, representations, size, socioeconomic status, organizational conflict of interest, and exclusion status. Sub's statements about certifications are Sub's. Prime's statements about the prime proposal are Prime's. Neither party may claim the other's status.
8. Limitations on subcontracting, affiliation, and ostensible-subcontractor rules are the parties' responsibility. This sample does not tell either party whether a share of work is allowed.
9. Confidentiality. Non-public information exchanged for this team is confidential on the terms of any nondisclosure agreement the parties have signed. If they have not signed one, each party will use the other's non-public information only to pursue this opportunity and will not disclose it except to people who need it for that purpose.
10. Publicity. Neither party will issue a press release about this team without the other's written consent, except for a disclosure the law requires.
11. No partnership. The parties are independent contractors. This agreement does not create a partnership, joint venture, or agency. Neither party may bind the other or bind FEDM8 LLC.
12. Term. This agreement ends on the earliest of: written termination by either party before proposal submission; notice that Prime will not bid; loss or cancellation of the opportunity; execution of a subcontract; or twelve months after the effective date. Sections 1, 7, 8, 9, 11, and 13 survive.
13. Law and disputes. The laws of the State of ____________________ govern this agreement. The parties will try to resolve a dispute in good faith for 30 days before filing a claim. FEDM8 LLC is not required to join, and is not subject to, that dispute.
14. Whole agreement. This is the whole teaming agreement. A change must be in writing and signed by both parties. If a term is unenforceable, the rest remains.
PRIME SUB
Signature ______________________ Signature ______________________
Name ___________________________ Name ___________________________
Title __________________________ Title __________________________
Date ___________________________ Date ___________________________
OPTIONAL EXCLUSIVE ADDENDUM. Leave unsigned unless both parties intend exclusivity.
From the date both parties initial this paragraph until the agreement ends, Prime will not team with another company for the work in section 3, and Sub will not team with another prime on this same solicitation for that same work. Exclusivity ends when this agreement ends.
Prime initials ______ Sub initials ______ Date ______
End of sample. FEDM8 LLC is not a party and is not liable for the use of this sample.
Letter of intent
A short, non-binding note that you intend to negotiate a subcontract if the prime wins.
SAMPLE ONLY. This is not legal advice and it is not a FedM8 agreement. FEDM8 LLC is not a party to this document, not a broker, not your lawyer, and not your agent. FEDM8 LLC does not check the companies, the notice, or the terms. Have your own counsel read this before anyone signs. Using or signing this sample does not make FedM8 liable for the team, the bid, the work, the payment, or any dispute.
LETTER OF INTENT TO SUBCONTRACT
(sample, non-binding except the statements in sections 1 and 4)
Date: ________________
From (prospective subcontractor): ________________________________
To (prospective prime): ________________________________
Solicitation / notice: ________________________________
Agency: ________________________________
1. FedM8. FEDM8 LLC is not a party to this letter, is not a broker, and is not liable for this letter or for any team, bid, subcontract, or dispute that follows it.
2. Intent. If the government awards the contract to you, we intend to negotiate in good faith a subcontract for the following work:
________________________________________________________________
Approximate share, if any, we have discussed: ________________
A blank share is not a promise.
3. Not a subcontract. This letter does not require either of us to bid, to team exclusively, or to sign a subcontract. A subcontract exists only when both of us sign one after award. Until then, each of us may stop negotiations with written notice.
4. What does bind. Only section 1 and this section 4 are binding. We will not say in public that a subcontract already exists. Each of us is responsible for its own eligibility, certifications, and SAM.gov representations.
5. Expires. This letter expires on ________________, or when either of us withdraws in writing, whichever is earlier.
PROSPECTIVE SUB PROSPECTIVE PRIME
Signature ______________________ Signature ______________________
Name ___________________________ Name ___________________________
Title __________________________ Title __________________________
Date ___________________________ Date ___________________________
End of sample. FEDM8 LLC is not a party and is not liable for the use of this sample.
Questions
How do I look for a prime?
Every notice, awarded contract and grant has a Who's in list. Put your name on it as a sub or a 1099 so primes can find you. Anyone can see how many are in. Basic and Pro members see who. See how partners work
What is each paper for?
The mutual nondisclosure agreement is for before you trade rates, staffing, or technical approach. The teaming agreement is for when you agree who will prime and what the sub will perform, and it is contingent on award. The letter of intent is a short, non-binding note that you intend to negotiate a subcontract if the prime wins. Read the mutual nondisclosure agreement
Is FedM8 part of the team?
No. FEDM8 LLC is not a party to these papers, not a broker, not your lawyer, and not your agent. It does not check the companies, the notice, or the terms. Have your own counsel read a paper before anyone signs. Read the notice
Does a teaming agreement guarantee a subcontract?
No. The sample teaming agreement is contingent on award. It is not itself a subcontract, and no subcontract exists until both parties sign a separate subcontract. Read the teaming agreement
What work does FedM8 do for a prime?
FedM8 works as a subcontractor and teaming partner on construction and facility services, information technology, software, uniform and UV printing, and event support. See the capability statement
What should a prime know about FedM8's registration?
SDVOSB certification in process with SBA VetCert. SAM.gov registration is Active, with UEI SVPSJ52ZGAY9. Read the corporate data