October 10, 2021

Teaming Agreement Exhibit A Example

Filed under: Uncategorized — dpk3000 @ 8:49 am

Recent decision in Cyberlock Consulting, Inc. v. Information Experts, Inc., –F.Supp.2d –, 2013 WL 1395742 (E.D. Va. Apr. 3, 2013) has prompted a number of commentators to question whether teaming agreements are still enforceable under Virginia law. While there are important lessons to be learned from the Eastern District of Virginia`s decision at Cyberlock, reports of the end of enforceable team agreements in Virginia are exaggerated. On the one hand, Cyberlock concerned only one aspect of a team agreement: the obligation to subcontract. Teaming agreements can contain a large number of other promises, such as.B. exclusivity and confidentiality clauses, which are often prerequisites for the exchange of technical information and prices for the establishment of the offer. In addition, many team members do not wish to engage in subcontracting and intend to postpone the negotiation of critical subcontracting terms until after the main contract has been awarded.

Cyberlock does not question the applicability of the exclusivity or confidentiality rules, but provides useful guidance on the language to be used to determine that the parties have gone beyond an “agreement agreement” and have committed to entering into a binding contract. The Cyberlock court ruled that the teaming agreement was an unenforceable “approval agreement” under Virginia law. When examining the terms of the agreement, the Tribunal found that, although there is some language that indicates that information experts were required to provide 49% of the main contract to Cyberlock. . . . the agreement as a whole shows that this particular language has not certified a binding obligation. Instead, the court found that the team agreement “established a contractual purpose and an agreed framework for negotiating [a subcontract in the future under certain defined conditions,” which Virginia law considers a mere agreement. The General Court based its conclusion on four factors: an example of a team agreement containing these essential concepts can be found in CE&G. The agreement in this specific case stated: “If the contract is awarded to [Cube], CE&G will perform certain functional areas as subcontractors.

. . . with the functions to be defined when the [Request For Proposal (RFP)] is released”.` Following the publication of the RFP, the team members divided the “labour declarations (SOWs)] according to the skills and competences of each company”, and the parties explained their division of labour in the proposal. With respect to compensation, the team agreement provided for a cost-type contract and the two team members submitted separate cost proposals to the government that estimated the cost of their portions of the work. As for the duration, the team agreement stipulates that the subcontracting would have the same duration as any main contract. Although the parties` subcontract negotiations failed due to the subcontractor`s willingness to accept an indirect rate cap and a termination clause, the Tribunal found that the Former had proposed these terms in bad faith and that the differences of opinion between the parties on these points did not slash their indemnification and duration agreement. Together, these nebulous and qualifying aspects of the team agreement meant that the intention of the parties – as the agreement said – was simply to agree on further negotiations. . . .