Teaming Agreement Guide & Template
Before you pursue together, define how you're going to work together.
Finding the right teaming partner can open doors to capabilities, past performance, contract vehicles, customer relationships, certifications, geographic coverage, and resources your company may not have on its own.
But a handshake and an NDA aren't a teaming strategy.
This resource helps government contractors understand the major issues that should be discussed before entering into a teaming arrangement and provides starter language that can be taken to qualified federal contracting counsel for review.
You've Decided to Pursue Together. Now What?
A Contractor Team Arrangement may be used when companies combine capabilities to pursue a government opportunity. One common structure is:
Prime contractor
One company intends to submit the proposal as the prime contractor.
Subcontractor
Another company intends to participate as a subcontractor if the team wins.
A Teaming Agreement helps establish the parties' expectations during the pursuit and addresses what is intended to happen if the government awards the contract.
NDA vs. Teaming Agreement
NDA
How will we protect information we share?
- Confidentiality
- Permitted use
- Disclosure
- Protection of proprietary information
Teaming Agreement
How are we going to pursue this opportunity together?
- Prime / Sub roles
- Proposal responsibilities
- Workshare
- Exclusivity
- Pricing
- Information sharing
- Proposal costs
- Customer communications
- Subcontract negotiation
- Post-award intentions
- Termination
New to NDAs? Start with the NDA Guide & Template, then come back here to define the relationship.
Have the Business Conversation Before the Legal One.
Before drafting a Teaming Agreement, work through these questions together.
- Why are we teaming?
- Who will be Prime?
- Why is that company Prime?
- What capability does each party bring?
- What work does each party expect to perform?
- Is workshare defined?
- Who owns the customer relationship?
- Who controls proposal development?
- Who controls pricing?
- Who communicates with the government?
- Can either company join another team?
- Are we exclusive? If so, for what?
- What happens if the acquisition changes?
- What happens if one party doesn't perform during proposal development?
- What happens if we win?
- What happens if we lose?
- What happens if the parties cannot agree on a subcontract?
A Great Capability Statement Doesn't Automatically Make a Great Partner.
Before teaming, consider reviewing:
Define the Opportunity
A Teaming Agreement should clearly identify the pursuit it applies to. Capture:
- Agency
- Solicitation / Opportunity
- Solicitation Number if available
- Contract Vehicle
- Scope
- Expected Proposal Date
- Prime Contractor
- Proposed Subcontractor
- Purpose of Team
Who Is Doing What Before the Proposal Is Due?
Assign each of these to the Prime, the Subcontractor, or both.
Let's Talk About Workshare.
One of the most important teaming discussions is simple to ask and hard to answer: if we win, what work does each company expect to perform?
Possible approaches
- Defined scope
- Defined labor categories
- Defined geographic territory
- Defined percentage
- Specific CLINs
- Specific functional areas
- Combination of the above
These three words are not interchangeable
Target workshare
A goal the parties are aiming for. It signals intent, not a promise, and usually assumes the solution and the solicitation stay as expected.
Anticipated workshare
What the parties currently expect based on today's understanding of the requirement. It is still expectation-setting language, not a commitment.
Guaranteed workshare
Language that purports to commit a specific amount of work. It carries far more legal and financial weight and can create obligations the Prime may not be able to meet depending on the award, the government, and applicable requirements.
Workshare language should receive careful legal review.
Can Either Company Team With Someone Else?
Some Teaming Agreements contain exclusivity provisions. Questions to consider:
- Is exclusivity necessary?
- Does it apply to both parties?
- Does it apply only to this opportunity?
- Does it apply to a specific scope?
- When does exclusivity begin?
- When does it end?
- What happens if the acquisition strategy changes?
- What happens if the Prime decides not to bid?
- What happens if the Sub is removed from the team?
- What happens if the opportunity is delayed?
- What happens if the government cancels the procurement?
Exclusivity can have real business consequences.
Have counsel review any exclusivity provision before you sign it, including its scope and how long it lasts.
Pricing
- Who develops pricing?
- When must subcontract pricing be provided?
- Who can see subcontract pricing?
- Can the Prime adjust proposed labor rates?
- What happens during discussions or Final Proposal Revision?
- What happens if the government negotiates price?
- How long are proposed rates valid?
- What happens if scope changes?
Proposal costs
- Who pays proposal expenses?
- Are parties responsible for their own costs?
- Are any expenses shared?
- Who pays for travel?
- Who pays for orals?
- Who pays for special proposal production?
- Who pays for consultants?
Customer communication
- Government communications
- Contracting Officer communications
- Program Office communications
- Industry Days
- Site Visits
- Orals
- Clarification Requests
- Marketing
- Public announcements
Agree on these expectations in writing, and make sure the team never sends the government conflicting messages.
Proprietary Information
Decide how confidentiality is handled, and make sure the documents do not contradict each other.
- The existing NDA remains in effect and governs confidentiality for the pursuit.
- The Teaming Agreement contains its own confidentiality provisions.
- Both documents apply, with the agreements written so they do not conflict.
Need the underlying NDA first? Use the NDA Guide & Template.
If we win
The Teaming Agreement isn't usually the final subcontract. Address:
- - Good-faith subcontract negotiation
- - Anticipated scope
- - Workshare
- - Pricing
- - Required flowdowns
- - Insurance
- - Compliance requirements
- - Security
- - Cybersecurity
- - Government consent where applicable
- - Prime contract requirements
- - Timing for subcontract execution
If things change
Decide now what happens if:
- - Solicitation materially changes
- - Scope changes
- - Set-aside changes
- - Prime loses eligibility
- - Teammate loses eligibility
- - Contract vehicle changes
- - Government removes scope
- - Proposal is delayed
- - Proposal is cancelled
- - One party withdraws
- - One party fails to provide proposal information
- - An OCI arises
- - Government directs removal of a team member
- - The parties cannot agree on final subcontract terms
Termination
The agreement may end on:
- - Proposal withdrawal
- - Government cancellation
- - Award to another contractor
- - Award to the Prime
- - Subcontract execution
- - Failure to agree on subcontract
- - Material breach
- - Mutual agreement
- - Specified expiration date
Confidentiality, IP, dispute and other provisions may survive termination depending on the agreement.
The final subcontract will typically contain substantially more detail than the Teaming Agreement.
Don't Skim These Clauses.
Starter Template
One generic Teaming Agreement is not appropriate for every pursuit. The Word template marks every place a decision is required:
A required blank. The agreement is not usable until every one of these is filled in.
A provision some teams include and others delete. Decide deliberately.
The parties must agree on the business outcome before the language can be finalized.
Language with real legal and financial consequences. Take it to counsel.
Exhibit A - Anticipated Workshare
Update this exhibit as the solution develops.
- - PWS / SOW Area
- - Prime Responsibility
- - Subcontractor Responsibility
- - Anticipated Workshare
- - Notes
Exhibit B - Proposal Responsibility Matrix
Pairs with the Proposal Kickoff & Compliance Matrix.
- - Proposal Requirement
- - Prime
- - Subcontractor
- - Due Date
- - Status
- - Notes
Downloads
Template Version 1.0 - Last updated August 2026
Attorney review recommended before execution.
Teaming Agreement Template (Word)
Starter prime/subcontractor agreement with tailoring tags, Exhibit A workshare, and Exhibit B proposal responsibilities.
Teaming Discussion Checklist (Word)
The business conversation to have before anyone drafts language, plus workshare, exclusivity, and pricing questions.
Teaming Partner Due Diligence Checklist (Word)
Twenty-one things to verify about a potential partner, with a decision block for proceed, proceed with conditions, or pass.
Workshare Matrix (Excel)
Exhibit A and Exhibit B as editable worksheets you can attach to the signed agreement and update as the solution develops.
This guide and template are provided for educational and informational purposes only and are not legal advice. Teaming arrangements vary by opportunity, agency, acquisition strategy and applicable law. Have qualified federal contracting counsel review and tailor any agreement before execution.
Before You Sign
- Do we understand why we're teaming?
- Are Prime/Sub roles clear?
- Have we discussed workshare?
- Have we discussed exclusivity?
- Have we agreed on proposal responsibilities?
- Have we discussed pricing responsibilities?
- Have we addressed proprietary information?
- Have we considered OCI?
- Have we performed partner due diligence?
- Do we understand what happens if we win?
- Do we understand what happens if we lose?
- Do we understand termination?
- Have authorized representatives reviewed the agreement?
- Has counsel reviewed material legal provisions?
The Best Time to Work Through Teaming Problems Is Before the Proposal Is Due.
A good teaming relationship starts with clear expectations.
Have the business conversations. Document the agreement. Understand what you're signing.
And when the stakes warrant it, bring in qualified federal contracting counsel.