TEAMING AGREEMENT
Between ORAU and Company Name
Upon execution by the parties hereto, this Teaming Agreement (“Agreement”) shall constitute a Teaming Arrangement between Oak Ridge Associated Universities (ORAU), a corporation with its principal place of business at 100 ORAU Way, Oak Ridge, TN 37830, organized and existing pursuant to the laws of the State of Tennessee (hereinafter referred to as "Prime Contractor"), and Company Name, with its principal place of business at Company Address (hereinafter referred to as "Subcontractor") concerning the joint preparation and submission of a proposal for the provision of the Proposal Name (herein after referred to as “the Program”).
WITNESSETH:
WHEREAS, the above identified parties, because of their diverse but complementary capabilities, have determined that they would benefit from a Teaming Agreement in responding to a proposal for the above Program; and
WHEREAS, in the event of a contract award arising out of these premises, the parties intend to enter into an agreement whereby Prime Contractor shall be the prime contractor, and Subcontractor shall be the subcontractor; and
WHEREAS, the respective capabilities of Prime Contractor and Subcontractor are complementary;
NOW, THEREFORE, in consideration of the mutual promises hereinafter contained, the parties hereby agree as follows:
I. RELATIONSHIP
A. Prime Contractor shall submit, as prime contractor, a proposal for the Program. Subcontractor shall submit a proposal to Prime Contractor on the work identified in Exhibit 1. Subject to receipt from Subcontractor of a responsive technical and price proposal supported by detailed cost or pricing data, which is compliant with respective solicitation, Prime Contractor will, in its proposal, name Company Name as a team subcontractor with specific areas of expertise.
B. Prime Contractor reserves the right, upon notification to Company Name to add additional subcontractors to the Program team but not to replace Company Name unless so provided by other articles of this Agreement. In the event other subcontractors are needed, Prime Contractor agrees to obtain adequate written protection of Company Name proprietary information from any additional subcontractors.
C. In the event Prime Contractor is successful in its proposal for obtaining the contract for the Program, the parties shall, unless otherwise specifically required by the client, be subject to the requirements of the contract (including all applicable Government laws, rules, and regulations), and use their best efforts to negotiate in good faith, a subcontract. ORAU will function as Program Manager and primary client contact. All work offered to Subcontractor shall be exclusive of Program Management. Specific assignments will be made as tasks are assigned by the client. Assignments will be based on expertise required and availability of personnel and shall be made at the discretion of ORAU.
D. Each party hereto shall act as an independent contractor and not as an agent for, partner of, or joint venturer with, the other party. No relationship, other than that created by and set forth in this Agreement, shall be established by any reference to the parties operating as a "team" or as "team members." Except as otherwise provided herein, each party shall bear all expenses, costs, risks and liabilities it may incur in connection with its obligations and efforts hereunder.
E. It is agreed between the parties that the Prime Contractor shall be the sole contact with potential customers or interested Government agencies concerning the Program. In the event it becomes desirable for the Subcontractor to communicate with a potential customer or interested Government agency concerning the Program, such communications must first be approved by the Prime Contractor to ensure coordination of efforts and understanding of commitments before such contact. Violation of this clause may result in nullification of this Agreement at the discretion of the Prime Contractor.
F. Nothing in this Agreement shall be construed as providing for the sharing of profit or losses arising out of the efforts of either Prime Contractor or Subcontractor.
G. Each party shall not, during the period of this Agreement, the term of any resultant subcontract, and for six (6) months after the termination of the resultant subcontract, directly or indirectly solicit or hire the employees of the other party assigned to work related to this Agreement and the Program without the prior written approval of the other party. However, neither party will be precluded from hiring any employee of the other party who responds to any public notice or advertisement of an employment opportunity unrelated to the Program, provided that such notice or advertisement is not directed specifically to employees nor are employees encouraged to respond to such an event by the other party. This provision survives the termination or expiration of this Agreement under Article IX.
H. During the effective term of this Agreement, Subcontractor agrees (i) that it will not participate in any manner in other teaming efforts that are competitive to this Agreement; (ii) that it will not collaborate with any entity other than Prime Contractor for the purposes of the Program; and (iii) that it will not compete independently, including the independent submission of a proposal for the Program. This Agreement shall relate only to the Program and shall not otherwise limit the rights of either party to offer for sale, or sell, to others, including the Government, supplies or services that it may regularly offer for sale, even though such supplies or services may be included in the proposal for the Program.
I. Intellectual property shall remain the property of the originating party. In the event of joint inventions or joint creative works, the parties shall establish their respective rights by negotiation.
II. CONTRACT NEGOTIATIONS
Subject to the conditions set forth in this paragraph, if Prime Contractor is awarded a contract in connection with the Program, it is the intent of the Prime Contractor to award Company Name a subcontract for the supplies and services proposed for the Program and as listed in Exhibit 1, provided that such supplies and services are included as a requirement in Prime Contractor's contract; individual Subcontract Task/Task Orders may be awarded. The award by Prime Contractor of a subcontract to Company Name shall be subject to the approval of the client and agreement on price (such pricing to be consistent with final agreed to proposal from Subcontractor), statement of work, delivery schedule, and terms and conditions. Subcontractor agrees to accept subcontract terms and conditions required to be included in the subcontract either as a result of the requirements of the prime contract or a statutory or regulatory requirement. In addition, Subcontractor agrees to negotiate other terms and conditions normally included by Prime Contractor in subcontracts and to flow down required clauses to lower tier subcontractors.
III. PROPRIETARY DATA
During the preparation and submission of the proposal, it may be necessary for either party to provide proprietary information to the other. In such event, the disclosure and use of all proprietary data shall be in accordance with Exhibit 2, nondisclosure agreement. The terms and conditions of Exhibit 2 survive termination or expiration of this Agreement.
IV. ASSIGNMENT
This Agreement shall not be assigned or otherwise transferred by either party, in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld.
V. PROTESTS and DISPUTES REGARDING THE PROGRAM
The Subcontractor shall not file, initiate, or in any manner commence any protests, disputes, objections, comments, or other concerns it may have regarding the terms, conditions, and other requirements of the Program with any governmental, administrative or judicial agencies. Any decision to protest, dispute, or comment on the Program shall be made at the sole discretion of the Prime Contractor. In the event Subcontractor violates this provision and files, initiates, or commences a protest, dispute, or files objections with relevant authorities regarding the Program, this Agreement shall be null and void, and Subcontractor shall be excluded from Prime Contractor’s proposal.
VI. CONSEQUENTIAL DAMAGES and REMEDY FOR BREACH
In no event shall either party be liable to the other for any form of consequential or indirect damages. In the event of breach of this Agreement by either party, it is agreed that the remedy of the non-breaching party shall be limited to the recovery of its direct costs and applicable overhead expended in performing its obligations under this Agreement and there shall be no liability for loss of present or prospective profits or any other incidental, consequential or special damages, including but not limited to loss of profit, regardless of cause, including the fault, or concurrent or sole and exclusive negligence of either party.
VII. BANKRUPTCY
The petition by one of the parties for bankruptcy or reorganization under the bankruptcy laws or assignment for the benefit of creditors shall be cause for termination of this Agreement at the option of the other party.
VIII. MISCELLANEOUS
A. This Agreement, including any exhibits and attachments enumerated in Section X, is the entire Agreement of the parties and supersedes any previous understandings, commitments or agreements, oral or written. Changes to the Agreement shall be made in writing and shall be signed by a representative authorized to bind each respective party
B. Any publicity or advertising in connection with the work to be performed as a result of this Agreement or any resulting contract to Prime Contractor shall not be released by Prime Contractor if such release mentions the name of Subcontractor without the prior written consent of the Subcontractor. Any publicity or advertising in connection with the work to be performed as a result of this Agreement or any resulting Subcontract to Subcontractor shall not be released by Subcontractor if such release mentions the name of the Prime Contractor or Program without the prior written consent of the Prime Contractor. Neither party shall unreasonably withhold such consent.
C. Neither party shall be precluded from revealing the contents of this Agreement to the client. The parties agree that governmental agencies may compel disclosure of this Agreement.
D. This contract shall be governed by and interpreted in accordance with the laws of the State of Tennessee.
E. The failure of either party to enforce at any time any provision of this Agreement, or to require at any time performance by the other party of any provision hereof, shall in no way be construed to be a waiver of such provisions, nor in any way affect the validity of this Agreement, or the right of either party thereafter to enforce each and every provision.
F. The scope of this Agreement is confined solely to development of a proposal for the Program. Proposal preparation activities and the provisions hereof shall have no application or effect whatsoever to work that may be performed by Subcontractor under any other agreement with Prime Contractor. It is specifically understood with respect to such work that the terms of such other agreement shall govern and solely apply.
G. This Agreement shall be deemed to be effective upon execution by both parties hereto.
IX. TERMINATION
Except for those obligations that explicitly continue after termination or expiration as provided herein, including those contained in Exhibit 2, this Agreement shall remain in effect until one of the following occurs:
A. Award to Subcontractor of the subcontract contemplated by this Agreement.
B. At Prime Contractor's option, two (2) years from the effective date of this Agreement if the client fails to award Prime Contractor a contract.
C. Upon award of a contract for the Program to a contractor other than the Prime Contractor identified herein.
D. Cancellation of the Program requirement by the client.
E. Disapproval by the client of the award of a subcontract to Subcontractor; provided, however, if the client requests changes in the prospective subcontract, this Agreement shall not be deemed terminated unless Prime Contractor and Subcontractor fail to reach a timely agreement to effect such changes. Subcontractor may participate in discussions with the client relative to such disapproval.
F. Failure of Prime Contractor and Subcontractor (after sixty (60) days after the date of prime contract award) to reach complete agreement on subcontract price, statement of work, delivery schedule and terms and conditions, after good faith negotiations.
G. Client selection of Prime Contractor or Subcontractor to participate with one or more other contractors in the Program.
H. Failure on the part of the Subcontractor to complete and sign the required representations and certifications (with attachments) as included in the Program solicitation.
I. Subcontractor misrepresentation or violation of any of the elements completed as a result of paragraph H above.
J. Assignment of the Agreement by either party without the express prior written approval of the other party, which consent shall not be unreasonably withheld.
K. Identification of either party on the Excluded Parties List provided by the General Services Administration, which indicates the name and address of all contractors debarred, suspended, proposed for debarment or declared ineligible for receipt of Federal Contract awards.
L. At either party's option, the indictment of either party for fraud or the Termination for Default of either party working on a Government Prime or Government Subcontract.
M. Upon mutual written agreement of the parties.
X. EXHIBITS AND ATTACHMENTS INCORPORATED AS PART OF THIS AGREEMENT
Exhibit 1 Subcontractor’s Statement of Work
Exhibit 2 Nondisclosure Agreement
XI. SIGNATURES
Oak Ridge Associated Universities Company Name
100 ORAU Way Address
Oak Ridge, Tennessee 37830
Signature ______Signature ______
By: Jamey Kennedy By: Name
Title: Vice President, Business Development Title: Title
Date: ______Date:
EXHIBIT 1
SUBCONTRACTOR'S STATEMENT OF WORK
The work shall be under the technical direction and guidance of ORAU’s Principal Investigator and Technical Contact for this project on a variety of assignments to support the performance of requirements under the Proposal Name, as specified in ORAU’s cost proposal. The Prime Contractor shall have the overall responsibility for and will exercise sole judgment for assignment of tasks.