FED Govt Contracting - Teaming Agreements: Good, Bad & The Enforceable

0 %
100 %
Information about FED Govt Contracting - Teaming Agreements: Good, Bad & The Enforceable
Others-Misc

Published on July 14, 2016

Author: jenniferschaus

Source: authorstream.com

Slide1: US Federal Government Contracting Webinar Series - 2016 Presented By: David Dempsey JUNE 3, 2016 DEMPSEY | FONTANA PLLC Slide2: 2016 US Federal Government Contracting Webinar Series Slide3: AGENDA 2016 US Federal Government Contracting Webinar Series Slide4: AGENDA: Introduction – HOST Introduction - GUEST Presentation Conclusions Q & A 2016 US Federal Government Contracting Webinar Series Slide5: INTRODUCTION Host 2016 US Federal Government Contracting Webinar Series Slide6: Jennifer Schaus About The Host 2016 US Federal Government Contracting Webinar Series * Approx 20 Yrs in Gov Contracting * Career: D&B (Govt Division) Federal Sales & GSA Scheds * Frequent Speaker: Chambers, NCMA, AFCEA, etc * Member: WIPG * Education: Towson University – B.A. UC Berkeley - Leadership Accelerator Cornell University - Exec Leadership Slide7: Jennifer Schaus Jennifer Schaus & Associates 2016 US Federal Government Contracting Webinar Series * DC Based Consulting Firm * Over 10 Yrs in Business * Support Services for Gov Cons Proposal Writing / Contract Vehicles (GSA) Sales & Biz Dev Certifications – SBA 8(a); SDVO; etc. Events Slide8: INTRODUCTION Guest 2016 US Federal Government Contracting Webinar Series DEMPSEY | FONTANA PLLC Slide9: David Dempsey ABOUT OUR SPEAKER 2016 US Federal Government Contracting Webinar Series 39 years experience in government procurement law and related matters Experience covers formation, administration and litigation of government contracts in US and Europe Focus on IT contracts, service contracts, small business issues, government accounting, intellectual property rights, export controls Slide10: David Dempsey Dempsey Fontana, PLLC 2016 US Federal Government Contracting Webinar Series Dempsey Fontana founded in 2012 by two lawyers with + 70 years experience in government procurement law and related matters Firm provides value to small or large companies from collective expertise and experience in virtually all areas of procurement law at rates significantly lower than those with equivalent experience DEMPSEY | FONTANA PLLC Slide11: PRESENTATION 2016 US Federal Government Contracting Webinar Series Teaming Agreements – the Good, the Bad and the Enforceable DEMPSEY | FONTANA PLLC Slide12: Procurement Context of Teaming Agreements Non-disclosure agreement [Memorandum of Agreement] Teaming Agreement Subcontract with Prime Contractor 2016 US Federal Government Contracting Webinar Series Teaming Agreements DEMPSEY | FONTANA PLLC Slide13: 2016 US Federal Government Contracting Webinar Series Teaming Agreements Non-disclosure Agreement: First Rule: Do no harm to yourself - protect disclosed Intellectual Property and Proprietary Information ♥ Specifically incorporate “system” of security controls from FAR 52.204-21(b) into the NDA (effective 6/15/2016) ♥ Mark disclosed information with trade secret or proprietary markings Second Rule: Trust but verify ♦ Information exchanges through one person ♦ Identify users (esp. third party users) ♦ View / verify existing NDAs executed by users ♦ Audit rights Jennifer Schaus & Associates DEMPSEY | FONTANA PLLC Slide14: 2016 US Federal Government Contracting Webinar Series Teaming Agreements Purpose of NDA and Teaming Agreement: Collaborate to meet government requirements as a “Team” ► learn what the government wants – if known ► identify contributions to the proposal (experience, past performance, expertise, key personnel, government contacts) ► identify contributions to contract performance (% of work) Objective of both parties is a subcontract relationship for duration of the prime contract ► conduct due diligence of the prime contractor or the subcontractor Jennifer Schaus & Associates DEMPSEY | FONTANA PLLC Slide15: 2016 US Federal Government Contracting Webinar Series Teaming Agreements Enforceability of Teaming Agreement Seeking to enforce the expectation that upon award of the prime contract: 1. the prime contractor will award a subcontract and 2. the subcontractor will perform the subcontract Circumstances: ● When and where in the procurement process – MOA or TA - exclusivity / non-compete (when and why) - exchange of (NDA) information ● Do you want the teaming agreement enforced? - execute NDA; begin proposal preparation - go direct to subcontract negotiations Jennifer Schaus & Associates DEMPSEY | FONTANA PLLC Slide16: 2016 US Federal Government Contracting Webinar Series Teaming Agreements Enforceability of Teaming Agreement Federal and State court decisions may deem a teaming agreement an “agreement to agree” unless certain provisions are clearly present Cyberlock Consulting, Inc. v, Information Experts, Inc. – Teaming Agreement unenforceable ( E.D.Va decision, appeal denied)(2013) X Technologies, Inc. v. Marvin Test Systems, Inc. – exclusivity provision enforced (5 th Cir. decision)(2013) Advance Telecom Process LLC v. DSFederal , Inc. – Teaming Agreement unenforceable (Md. 2015) A-T Solutions Inc. v. R3 Strategic Support Group, Inc. (exclusivity not enforced after RFP cancellation then reinstatement) ( E.D.Va . 2016) Jennifer Schaus & Associates DEMPSEY | FONTANA PLLC Slide17: 2016 US Federal Government Contracting Webinar Series Teaming Agreements Enforceability of Teaming Agreement (cont.) Court decisions (and others) indicates that enforceability of a teaming agreement will likely require most (if not all) of the following terms: The intent / objective of the teaming agreement is clear The parties will / shall enter into a subcontract upon award of the prime contract Specific details regarding the subcontractor’s workshare Details regarding the price terms of the subcontract Specific identification of the subcontractor and subcontractor’s past performance in the proposal The teaming agreement for the specific workshare is exclusive Limited termination provisions / Liquidated Damages Known subcontract terms and conditions Other alternatives (GSA CTA, joint venture arrangement) Jennifer Schaus & Associates DEMPSEY | FONTANA PLLC Slide18: 2016 US Federal Government Contracting Webinar Series Teaming Agreements Enforceability of Teaming Agreement (cont.) Beware of or avoid language indicating: Agreement only to “negotiate in good faith” Non-exclusivity or ambiguous intent to award Termination by teaming agreement’s own terms e.g. : ● failure to agree on price ● government disapproval without verified explanation ● unilateral withdrawal ● award of a subcontract (let the subcontract terminate the teaming agreement) ● duration of [specific] number of months Jennifer Schaus & Associates DEMPSEY | FONTANA PLLC Slide19: CONCLUSIONS 2016 US Federal Government Contracting Webinar Series DEMPSEY | FONTANA PLLC Slide20: CONCLUSIONS Review existing NDAs and teaming agreements for consistency with the preceding suggestions and then amend where possible Assess whether another form of agreement is more suitable (CTA or joint venture) and confirm validity of such other agreement 2016 US Federal Government Contracting Webinar Series DEMPSEY | FONTANA PLLC Slide21: Q & A 2016 US Federal Government Contracting Webinar Series DEMPSEY | FONTANA PLLC Slide22: CONTACT DETAILS Ms. Jennifer L. Schaus Washington DC + 1 - 2 0 2 – 3 6 5 – 0 5 9 8 jschaus@jenniferschaus.com www.JenniferSchaus.com ------------------------------ David Dempsey Tysons Corner, Virginia (703) 880-9171 ddempsey@deftlaw.com www.deftlaw.com DEMPSEY | FONTANA PLLC Slide23: 2016 US Federal Government Contracting Webinar Series

Add a comment

Related presentations

Related pages

FEDERAL Govt Contracting - SBIR’s: The Good, Bad and How ...

... FEDERAL Govt Contracting - SBIR’s: The Good, Bad and How ASSOCIATED ... Use small businesses to meet Fed RD ; ... Teaming Agreements - The Good, The Bad
Read more

FEDERAL Govt Contracting - Preparing The FSO For A DSS Audit

FEDERAL Govt Contracting ... The Good, The Bad & The Enforceable ... Teaming Agreements - The Good, The Bad & The Enforceable
Read more

Government Contracts: The Teaming Agreement

Government Contracts. ... A teaming agreement is not ... the proposition that an agreement to negotiate in good faith does not require ...
Read more

Government Contracting - Bundled Contracts & The Necessity ...

Government Contracting - Bundled Contracts & The ... Government Contracting. View our full list of Govt ... Teaming Agreements: Good, Bad ...
Read more

jennifer schaus - Google+

jennifer schaus - Government Contracting Consultant ... Teaming Agreements: Good, Bad & The Enforceable ... B2G Consultant / GSA Sched / FED Gov Sales, ...
Read more

Royalty-in-Kind Contracts With The Department of the ...

... No. 2012-1055 (Fed. Cir. Sept. 13, 2013), the U.S. Court of Appeals for the Federal Circuit found such RIK contracts to be enforceable. In 2005, ...
Read more

The 11 Best Practices For Winning Government Contracts

The 11 Best Practices For Winning Government Contracts. ... it is a good practice to ... Woe to the small business with no signed teaming agreement prior ...
Read more

Government Contracts Monitor: June 2013

Posted on 06/20/2013 in Contracting Rules and Regulations, Labor and Employment | Permalink. 06/18/2013.
Read more