• Execute a Confidentiality/Nondisclosure agreement before exchanging any proprietary data and ensure that such agreement survives termination and/or expiration of teaming agreement
  • Carefully define the scope of the information subject to the Confidentiality/Nondisclosure agreement to ensure that both written and orally communicated data is protected
  • Carefully consider not only a potential teammate’s skills and resources, but also its performance history to ensure that you will not be caught off-guard by OCI, cost control, or poor past performance issues
  • Consider the advantages and disadvantages of exclusivity and the need for “off ramps”
  • Anticipate Government intervention in or interference with the relationship
  • Clearly define the rights, roles, and responsibilities of each of the parties to the Agreement
  • Clearly articulate the scope of the Agreement – one product line? one contract? an entire program? or a line of business?
  • Include disputes provisions in the Agreement, defining procedure (arbitration or court proceeding), causes of action (contract and/or tort) and available remedies (indemnity, specific performance, injunctions, liquidated damages, limitations on damages)
  • Include a termination provision, inclusive of termination for convenience if desired


  • Accept a so-called “standard” Teaming Agreement
  • Ignore the “boilerplate” – e.g., choice of law, limitation of liability, key personnel clauses
  • Narrowly define the information subject to the Confidentiality/Nondisclosure Agreement and ignore the need to protect your know how
  • If you are the prime contractor, include provisions imposing an absolute duty to execute a subcontract
  • Ignore the cost accounting and tax implications of the potential business structure of your teaming relationship
  • Include provisions that may run afoul of the antitrust laws
  • Ignore implications of affiliation rules when teaming with a small business to obtain access to small business set-asides