• Embed Doc
  • Copy Link
  • Readcast
  • Collections
  • 2
    CommentGo Back
Download
 
Teaming Agreement for Proposal
THIS AGREEMENT
is made and entered into [Date], by and between
[Name of PrimeContractor]
, a corporation incorporated under the laws of the [Jurisdiction of Incorporation of Prime Contractor (ie. the State of California)], with its principal place of business at [Address of Prime Contractor] (the "Prime Contractor") and
[Name of Team Member]
, a corporationincorporated under the laws of the [Jurisdiction of Incorporation of Team Member (ie. the Stateof California)], with its principal place of business at [Address of Team Member] (the "TeamMember").
WHEREAS
:(A)The Prime Contractor intends to submit a proposal or proposals (the "Proposal") to [Name of Customer (ie. Party awarding contract for project)] (the "Customer"), in response to acompetitive Request for Proposal No. [Number of Request for Proposal] (the "RFP") for [Nature of Project (ie. computer hardware and/or software and related services)] (the"Project");(B)The parties have complementary capabilities not available within their respectivecorporations, and it is to their mutual benefit to act as a team and to co-operate for the purpose of preparing and submitting the Proposal for the Project, and(C)The Prime Contractor and the Team Member desire to define their mutual rights andobligations during the period of preparation and submission of the Proposal and subsequentlyup to the time of any resulting contract awarded to the Prime Contractor consistent with lawsapplicable.
NOW THEREFORE,
to effectuate the foregoing, the Prime Contractor and the Team Member,in consideration of the mutual covenants hereinafter contained, agree as follows:1.
Objective
This Agreement is for the purpose of establishing the relationship of the parties during the period of preparation and submission of the Proposal and subsequently up to the time of any resulting contract awarded to the Prime Contractor (the "Contract"), and to establishthe responsibilities of each party for their respective portion of the Proposal andsubsequent contract.2.
Parties' Relationship
(a)The Prime Contractor, as a prospective prime contractor, will submit the Proposalin response to the RFP and will include the Team Member, as subcontractor, for that portion of the work assigned to the Team Member and identified in Schedule"A" (the “Team Member’s Work”).(b)Each party will exert its "best efforts", as jointly deemed reasonable, to producethe Proposal which will cause the selection of the Prime Contractor as a primecontractor for the Project and the acceptance of the Team Member as the
 
- 2 -subcontractor for the work assigned to the Team Member herein, and each partywill continue to exert its "best efforts" toward this objective throughout any andall negotiations concerning a Contract or subcontract(s) which may follow thesubmission of the Proposal.(c)It is understood that the Prime Contractor will, in the Proposal which the partiessubmit and in all discussions with respect thereto, identify the Team Member asits team member, and will state in such Proposal or discussions the relationship of the parties and the spheres of endeavour and responsibility of each party.(d)Neither party shall demand compensation of any kind from the other during the period up to the award of the Contract, or after the award of the Contract, unlessotherwise agreed in writing. Each party will bear all costs, risks and liabilitiesincurred by it arising out of its obligations and efforts under this Agreement. Suchliability includes, but is not limited to, all damages, costs and expenses claimedfrom or incurred as the result of any claim or proceeding made against a partywith respect to the infringement of any patent, copyright, trademark, trade secretor other proprietary right of any third party.(e)Each party shall furnish to the other such co-operation and assistance as may bereasonably required hereunder; provided, however, that the parties, as betweenthemselves, shall be deemed to be independent contractors, and the employees of one shall not be deemed to be the employees of the other.(f)This Agreement is not intended by the parties to constitute or create a jointventure, partnership, or formal business organization of any kind, other than acontractor team arrangement and the rights and obligations of the parties shall beonly those expressly stated in this document. None of the parties shall have theauthority to bind the other except to the extent authorized herein. The PrimeContractor and the Team Member shall remain as independent contractors at alltimes and neither party shall act as the agent for the other.(g)Nothing in this Agreement shall be construed as providing for the share of profitsor losses arising out of the efforts of either or both of the parties.(h)The parties hereunder designate one or more individuals within their ownorganization as their representative(s) responsible to direct performance of the parties' necessary functions (including receipt and protection of proprietaryinformation). Such representative(s) shall have primary responsibility toeffectuate the requirements and responsibilities of the parties under thisAgreement.For Prime Contractor:[Name, title and address of Prime Contractor'sRepresentative]For Team Member:[Name, title and address of Team Member'sRepresentative]
 
- 3 -(i)Each party will participate exclusively with the other as to the Team Member’sWork. Consequently except as provided for in paragraphj, the parties agree thatthey will not actively solicit participation or participate in other team efforts thatare competitive to this Agreement nor compete independently for Project work for the duration of this Agreement. The term "active participation", as used herein,includes (but is not limited to) the interchange of technical or marketing data withcompetitors.(j)Nothing in this Agreement shall limit or restrict the rights of the parties fromquoting or selling to others not party to this Agreement their (a) standardcommercial products and services upon demand and (b) other previously-offered products and services that are not unique to the Proposal contemplated by thisAgreement and (c) providing technical information concerning products fallingwithin categories (a) and (b) preceding. Nothing herein shall preclude the partiesfrom marketing or selling their standard commercial products and services to anythird parties for purposes unrelated to the Proposal or to the Project during theterm of this Agreement.3.
Proposal/Post-Proposal Activities
(a)The parties will furnish to the Prime Contractor, for incorporation into theProposal, all Proposal material pertinent to the work assigned to the respective parties as defined in Schedule "A", including but not limited to, manuscripts, artwork, and cost and/or pricing data, in accordance with the requirements of theRFP. The parties will also furnish qualified personnel who will co-operate indrafting the Proposal. The Team Member will provide a firm price and performance commitment to the Prime Contractor for the Team Member's portionof the work.(b)The Prime Contractor will have the final decision on the form and content of allmaterial submitted to the Customer including, but not limited to, both technicaland pricing aspects of the Proposal. Prior to submission of the Proposal to theCustomer the Prime Contractor will afford the Team Member the opportunity toview the form and the content of the Team Member's portion of the Proposal, toensure that the Team Member's participation is accurately and adequately portrayed. Any inaccuracies or inadequacies will be corrected by the TeamMember and submitted to the Prime Contractor immediately. The PrimeContractor will subsequently provide to the Team Member, as a minimum, that portion of the technical contents of the Proposal submitted to the Customer whichincludes the effort to be performed by the Team Member as set out in the TeamMember’s Work, and will advise the Team Member of the price proposed to theCustomer for the entire Project.(c)Should a dispute arise between the Prime Contractor's and the Team Member's personnel working on the Proposal involving their respective limitations, or theworking relations between their organizations, then the same personnel (includingthe designates under paragraphh) will make every effort to resolve the dispute.When such resolution cannot be achieved, the dispute will be referred to the
of 00

Leave a Comment

You must be to leave a comment.
Submit
Characters: ...
roynette

Super - very usefull

reply10 / 30 / 2009
JCorrei

Excellent - just what I was looking for.

reply04 / 22 / 2009
You must be to leave a comment.
Submit
Characters: ...