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TEAMING AGREEMENT

This Agreement, effective as of _____________________, made by and between [COMPANY] having a principal place of business at [CITY], [STATE] and (insert company name), (hereinafter “Team Member”) having a principal place of business at _______________________________________________________________

RECITALS

Whereas, [COMPANY], has special experience and unique capabilities in the field of ___________________________________________________:

Whereas, Team Member has special experience and unique capabilities in the elements of _____________________________________________________;

Whereas, the respective capabilities of [COMPANY] and Team Member are complementary;

Whereas, this Teaming Agreement will provide competition for the Program by allowing each Party to complement the unique capabilities of the other, and will provide the Customer with the best combination of capabilities to achieve the Customer’s objective;

Whereas, it is desired that Team Member and [COMPANY] participate jointly in the Program in connection with the work described in Exhibit A which is attached hereto and by this reference made a part hereof; and,

Now, therefore, in consideration of the foregoing, and relative to such Program proposal and any prime contract hereafter awarded by the Customer to [COMPANY] hereunder, the parties agree as follows:

PROPOSAL ACTIVITIES

1.1 The parties will work cooperatively under the direction of a mutually agreed proposal manager to prepare and submit a proposal identifying [COMPANY] as prime contractor and Team Member as subcontractor to provide the Program set forth in Exhibit A hereof. Each party agrees to exert all reasonable efforts toward these objectives throughout negotiations concerning any prime contract and resultant subcontract. In particular, the parties agree to comply with any and all laws governing U.S. Government procurements.

[COMPANY] will have responsibility for the preparation, content, evaluation, and submission of the combined management, technical, price, and/or cost proposal to the Customer. Team Member will supply, in a timely manner, all necessary engineering, management, technical, and other services, as cost and pricing information, exhibits, designs, and plans related to the Program work, which it proposes to perform.

The parties each hereby authorize disclosure of this agreement and teaming arrangement to the Customer. [COMPANY] will obtain any required consents or approvals, and notify Team Member if such consents or approvals are denied.