Loading...
Complete teaming agreement guide for defense contractors — from arrangement types (prime/sub, JV, CTA, mentor-protégé) to essential clauses, CMMC compliance flow-down, partner evaluation, and relationship management through proposal and performance.
Cabrillo Club
Editorial Team · February 24, 2026 · 18 min read
Teaming agreements are the foundation of competitive federal proposals, yet they remain one of the most misunderstood documents in government contracting. Whether you are a small business pursuing your first defense contract or an established prime looking to strengthen your bid, a well-structured govcon teaming agreement can mean the difference between a winning proposal and a costly dispute. This guide provides a comprehensive, step-by-step framework for building teaming agreements that protect your interests, satisfy compliance requirements, and position your team to win.
The core problem: Too many defense contractors treat teaming agreements as afterthoughts, using boilerplate language that fails to address work share specifics, intellectual property rights, CMMC compliance flow-downs, or CUI handling requirements. The result is fractured teams, lost proposals, and legal disputes that can take years to resolve. This guide gives you the clauses, checklists, and strategic considerations you need to get teaming right from the start.
---
---
A teaming agreement (TA) is a pre-proposal arrangement between two or more companies that defines how they will work together to pursue and perform a specific government contract opportunity. Under FAR Subpart 9.6 --- Contractor Team Arrangements, the federal government explicitly recognizes and encourages teaming because it can "offer the Government the best combination of performance, cost, and delivery."
Unlike a subcontract, which is executed after contract award, a teaming agreement is established during the capture and proposal phase. It governs the relationship between prospective partners as they jointly prepare a bid and defines what happens if they win.
A letter of intent (LOI) or memorandum of understanding (MOU) expresses interest in working together but typically lacks enforceable obligations. A teaming agreement, when properly drafted, creates binding commitments. Courts have consistently held that a TA must include an "unqualified obligation" to negotiate and award a subcontract to the teammate upon prime contract award to be enforceable. Without this language, your agreement may be nothing more than an aspirational document with no legal teeth.
---
Not all teaming structures are created equal. The arrangement you choose affects everything from proposal strategy to small business eligibility to profit distribution. Here is a comparison of the four primary teaming structures used in defense contracting:
| Arrangement | Structure | Best For | Small Business Impact | Key Risk |
|---|---|---|---|---|
| Prime/Subcontractor | One firm bids as prime; partner(s) perform defined SOW as subcontractors | Most common; clear hierarchy and accountability | Sub can count revenue toward size standard; prime gets credit for small business utilization | Sub has limited control over proposal strategy and pricing |
| Joint Venture (JV) | Separate legal entity formed by two or more companies | Large or complex contracts; mentor-protege teams | JV can qualify as small if SBA-approved mentor-protege JV; protege must do 40%+ of work | Shared liability; complex governance; requires SBA approval for set-asides |
| Contractor Team Arrangement (CTA) | Two or more GSA Schedule holders combine capabilities under a single task order | GSA MAS/OASIS task orders | Each member retains individual schedule; small business status evaluated per member | FAR 9.6 does not apply to CTAs; governed by GSA-specific rules |
| Mentor-Protege | Formal SBA-approved relationship; mentor provides developmental assistance | Small businesses seeking to grow capabilities and past performance | Protege retains small business status in the JV; past performance requirements reduced per [January 2025 SBA rule](https://www.sba.gov/federal-contracting/contracting-assistance-programs/joint-ventures) | Three-year agreement term; reporting requirements; SBA must approve before JV can bid |
For most defense contract pursuits, the prime/subcontractor model is the default starting point. It is the simplest to execute, requires no SBA approval, and provides clear lines of authority. However, if you are a small business looking to pursue set-aside contracts that exceed your solo capabilities, a mentor-protege joint venture offers significant advantages --- including the protege's ability to leverage the mentor's resources while maintaining small business eligibility.
Consider a CTA only when both partners hold GSA Schedule contracts and the opportunity is issued under a GSA vehicle. And reserve the joint venture structure (outside of mentor-protege) for situations where both parties want equal governance and shared risk/reward.
---
A teaming agreement that omits critical clauses is worse than having no agreement at all --- it creates a false sense of security. The following table provides a checklist of essential clauses, along with their purpose and key considerations:
| Clause | Purpose | Key Considerations |
|---|---|---|
| Scope and Opportunity Identification | Defines the specific solicitation(s) the TA covers | Include solicitation number, agency, NAICS code; specify whether TA covers recompetes or follow-on work |
| Work Share Allocation | Specifies each party's percentage and scope of work | Use specific percentages (e.g., "Sub shall perform 35% of total contract value"); identify functional areas; include "first right of refusal" for additional scope |
| Exclusivity | Defines whether parties are prohibited from teaming with competitors on the same pursuit | Specify mutual vs. one-way exclusivity; define the exclusivity period; include carve-outs for existing relationships |
| Intellectual Property (IP) Rights | Protects proprietary data, technical approaches, and trade secrets | Do NOT assign IP rights at the TA stage; specify that each party retains ownership of pre-existing IP; address jointly developed IP separately |
| Non-Disclosure / Confidentiality | Governs handling of shared business-sensitive and proposal information | May be a standalone NDA or incorporated into the TA; specify marking requirements; define the confidentiality period (typically 3—5 years) |
| Obligation to Subcontract | Creates enforceable commitment to award subcontract upon prime win | Use "shall negotiate in good faith and award" language; avoid "may" or "will consider" phrasing that courts deem unenforceable |
| Term and Termination | Defines agreement duration and exit conditions | Tie term to the solicitation timeline plus a reasonable period post-award; include termination for convenience and for cause provisions |
| CMMC / Cybersecurity Compliance | Addresses flow-down of DFARS 252.204-7012 and CMMC certification requirements | Require partners to maintain or achieve required CMMC level; specify CUI handling procedures; address incident reporting obligations |
| Compliance Flow-Down | Ensures FAR/DFARS clauses flow to subcontract | Reference specific clauses (e.g., DFARS 252.204-7012, FAR 52.219 small business clauses); require acceptance of flow-down terms as condition of teaming |
| Dispute Resolution | Establishes process for resolving disagreements | Specify mediation before arbitration or litigation; identify governing law jurisdiction; include escalation procedures |
| Organizational Conflict of Interest (OCI) | Identifies and mitigates potential conflicts | Require disclosure of existing contracts and relationships; include mitigation plan framework |
| Key Personnel | Identifies critical team members by name and role | Specify proposal and performance key personnel separately; include replacement notification requirements |
The single most litigated issue in teaming agreements is whether the obligation to award a subcontract is enforceable. Courts in several jurisdictions (notably Virginia, Maryland, and the District of Columbia, where most defense contractors are headquartered) have established that a teaming agreement is enforceable only when it contains sufficiently definite terms --- including specific work share, a clear subcontracting obligation, and identifiable contract terms. Generic language like "the parties will negotiate in good faith" has been found insufficient.
---
Before drafting any agreement, confirm that teaming genuinely strengthens your bid. Analyze the solicitation requirements, evaluation criteria, and your own capability gaps. Define what you need from a partner --- whether it is technical expertise, past performance, facility clearance, small business status, or geographic presence.
Document the business case for teaming by answering: "What does this partner bring that we cannot credibly provide on our own, and how does their participation improve our probability of win (Pwin)?"
Before approaching any prospective partner, verify their qualifications:
Always sign an NDA before sharing any proprietary information, pricing data, or technical approaches. The NDA should be in place before substantive teaming discussions begin. Key NDA provisions include:
With the NDA in place, negotiate the substantive terms outlined in the Essential Clauses section above. Pay particular attention to:
For defense contracts involving Controlled Unclassified Information (CUI), your teaming agreement must address how CUI will be shared, stored, and protected between partners during the proposal phase and contract performance. This is where many teams fail --- they focus on post-award compliance but ignore the fact that proposal development itself often involves CUI exchange.
Establish which systems will be used for collaboration, ensure they meet NIST SP 800-171 requirements, and document the data flow between partners. A CUI-safe CRM platform is essential for managing teaming relationships, tracking shared documents, and maintaining an audit trail of information exchanges.
Once all parties sign the teaming agreement, transition into proposal development mode:
When the prime contract is awarded, the teaming agreement obligates the prime to negotiate and award a subcontract to each teammate. This negotiation should not start from scratch --- the TA provides the framework. Key transition activities include:
---
The Cybersecurity Maturity Model Certification (CMMC) program has fundamentally changed how defense contractors approach teaming. Beginning with the November 2025 phased implementation, DoD is incorporating CMMC requirements into solicitations and contracts, and these requirements flow down to every subcontractor that handles Federal Contract Information (FCI) or CUI.
Under DFARS 252.204-7012, prime contractors must flow down the clause's requirements to subcontractors at all tiers. This means your teaming partners must:
Your teaming agreement should include specific CMMC provisions:
Defense contractors using AI-powered proposals win more contracts with the same team. See how Genesis OS makes it happen.
See the PlatformCritical insight: The CMMC requirements apply not just during contract performance but during the proposal phase as well. If your teaming partner handles CUI during proposal development --- which is common when sharing technical data, past performance details, or draft proposal volumes --- both parties must already be compliant. This is why using a CUI-compliant CRM for teaming management is not optional; it is a compliance necessity.
For a deeper understanding of CMMC requirements and how they affect your entire supply chain, see our comprehensive CMMC Compliance Guide.
---
Even experienced defense contractors make errors in their teaming agreements that can derail proposals or create post-award disputes. Here are the most common mistakes to avoid:
The problem: Phrases like "work share to be determined" or "as mutually agreed upon after award" provide no enforceable commitment and have been ruled insufficient by courts.
The fix: Specify work share as a percentage of total contract value and identify functional areas. For example: "Subcontractor shall perform approximately 30% of total contract value, consisting of all cybersecurity engineering, security assessment, and compliance monitoring tasks identified in SOW Sections 3.2 through 3.5."
The problem: One party demands exclusivity from the other (preventing them from teaming with competitors) without offering a reciprocal commitment to a meaningful work share.
The fix: Ensure exclusivity is mutual or, at minimum, paired with a guaranteed minimum work share. If you agree to exclusivity, you should receive a binding commitment to a specific scope of work.
The problem: Many teaming agreements written before November 2025 contain no CMMC provisions. Teams that ignore cybersecurity compliance face disqualification from solicitations that include CMMC requirements.
The fix: Include explicit CMMC certification requirements, SPRS score verification, and CUI handling protocols in every defense teaming agreement.
The problem: Companies share proprietary technical approaches, pricing models, or trade secrets during teaming discussions without adequate IP protections, then lose that partner to a competitor.
The fix: Execute an NDA before any substantive discussions. In the TA, clearly state that all pre-existing IP remains the property of the originating party and that jointly developed IP requires a separate written agreement.
The problem: Without a termination clause, parties may be locked into an agreement even when circumstances change --- such as a solicitation being cancelled, a partner losing their CMMC certification, or the relationship becoming unworkable.
The fix: Include termination for convenience (with reasonable notice, typically 30 days) and termination for cause (breach of material terms, loss of required certifications, debarment/suspension).
The problem: A teaming partner has an existing contract with the procuring agency that creates an organizational conflict of interest, disqualifying the entire team.
The fix: Require OCI disclosure in the TA and conduct independent OCI analysis before finalizing the team. Include a provision allowing termination if an unmitigable OCI is discovered.
---
Building a strong team starts well before an RFP is released. The most competitive proposals come from teams with established relationships and complementary capabilities. Here are the primary channels for finding teaming partners in the defense contracting space:
When assessing a prospective teaming partner, evaluate them across five dimensions:
---
A teaming agreement is only as good as the relationship it governs. The most successful defense contractor teams invest in relationship management from the moment the TA is signed through contract closeout.
Managing multiple teaming relationships across dozens of active pursuits requires more than spreadsheets and email. Modern defense contractors are turning to AI-enhanced, compliant proposal management tools to:
Cabrillo Club's CUI-safe CRM is purpose-built for this use case, enabling defense contractors to manage teaming relationships, track shared proposal data, and maintain CMMC compliance throughout the capture lifecycle --- all within a single, secure platform. By centralizing teaming data in a compliant environment, you eliminate the risk of CUI spillage that occurs when proposal teams exchange sensitive information via email, unsecured file shares, or consumer-grade collaboration tools.
---
The teaming landscape in defense contracting is evolving rapidly, driven by increasing solicitation complexity, tighter compliance requirements, and the growing role of artificial intelligence in proposal development.
Emerging AI tools can analyze federal procurement data, contract award histories, and capability databases to identify optimal teaming partners for specific opportunities. Rather than relying on personal networks alone, AI can surface partners with complementary capabilities, relevant past performance, and compatible small business certifications.
The intersection of CMMC compliance and teaming creates a pressing need for secure collaboration platforms that enable proposal development across organizational boundaries. Legacy tools like email and shared drives are inadequate for managing CUI in a multi-company teaming environment.
Modern platforms must provide:
AI can also enhance teaming strategy by analyzing win rate data across different team configurations, identifying which partner combinations have historically produced the strongest proposals, and flagging potential risks (such as OCI issues or partner capacity constraints) before they derail a pursuit.
For a comprehensive look at how AI is transforming the defense proposal process, see our guide on compliant AI-powered proposal development.
---
A teaming agreement is a pre-award arrangement that defines how companies will work together to pursue a specific government contract. It governs the relationship during the capture and proposal phases and establishes the framework for a future subcontract. A subcontract is a post-award document executed after the prime contract is awarded, containing the detailed statement of work, pricing, deliverables, and FAR/DFARS flow-down clauses. Think of the teaming agreement as the engagement and the subcontract as the marriage --- the TA sets expectations, while the subcontract creates binding performance obligations.
Yes, teaming agreements can be legally binding --- but enforceability depends on the specificity of the terms. Courts have consistently held that a TA is enforceable when it contains an "unqualified obligation" to negotiate and award a subcontract upon prime contract award, along with sufficiently definite terms regarding work share, scope, and pricing framework. Agreements that use hedging language like "the parties may negotiate" or "work share to be determined" are generally found to be unenforceable agreements to agree. To maximize enforceability, include specific work share percentages, clearly defined roles, and an express obligation to subcontract.
An effective exclusivity clause should specify: (1) whether exclusivity is mutual (both parties are restricted) or one-way (only one party is restricted); (2) the specific solicitation or program the exclusivity covers; (3) the duration of the exclusivity period, including whether it survives solicitation cancellation or award protest; (4) carve-outs for pre-existing teaming relationships; and (5) consequences for breach of exclusivity. Critically, exclusivity should be paired with a reciprocal commitment --- if you are granting a partner exclusive access to your capabilities for a pursuit, you should receive a binding work share commitment in return.
CMMC requirements significantly impact teaming in three ways. First, prime contractors must verify that teaming partners hold the appropriate CMMC certification level before sharing CUI or including them on proposals with CMMC requirements. Second, DFARS 252.204-7012 must be flowed down to subcontractors at all tiers who handle CUI, meaning your TA must address compliance obligations. Third, CUI is often exchanged during the proposal development phase itself --- sharing technical data, past performance narratives, and pricing information between partners may constitute CUI handling, requiring both parties to be compliant before proposal work begins. Include specific CMMC provisions in your TA, including certification requirements, SPRS score verification, and CUI handling protocols.
Use a joint venture when: both parties want shared governance and risk/reward; you are pursuing a set-aside contract through an SBA-approved mentor-protege relationship; the contract requires capabilities that are most effectively delivered through an integrated entity; or both parties want equal branding and positioning. Use a prime/sub arrangement when: you need a clear hierarchy with one accountable party; the work share is not evenly split; you want to minimize administrative complexity; or you are teaming for a single pursuit rather than a long-term strategic relationship. For small businesses, the mentor-protege joint venture is often the most powerful structure because it allows the JV to compete as a small business while leveraging the mentor's resources --- and the January 2025 SBA rule change reduces past performance requirements for proteges bidding through JVs.
A teaming agreement should be tied to the lifecycle of the specific opportunity it covers. Typically, this means the TA should remain in effect from execution through proposal submission, evaluation, award (or unsuccessful determination), and a reasonable transition period post-award for subcontract negotiation (usually 90--180 days). Most TAs specify an initial term of 12--24 months with automatic renewal provisions if the solicitation timeline extends. Include termination for convenience with 30 days' written notice, and termination for cause triggered by events such as CMMC certification loss, debarment, or material breach. Confidentiality and IP protection obligations should survive termination for 3--5 years.
Yes, teaming agreements can be modified by mutual written agreement of all parties. Common modifications include adjusting work share percentages as the solicitation scope evolves, adding or removing team members, extending the agreement term due to solicitation delays, and updating CMMC compliance requirements. All modifications should be documented in a formal amendment to the TA that is signed by authorized representatives of each party. Avoid relying on informal email agreements or verbal modifications, as these may not be enforceable.
If a teaming partner fails to deliver on their commitments after the prime contract is awarded, the prime contractor bears responsibility to the government for complete contract performance. This is why the TA should include: (1) a clear termination for cause provision; (2) defined performance metrics and milestones; (3) a replacement plan that allows the prime to substitute a non-performing subcontractor; and (4) indemnification provisions. From a practical standpoint, having backup partners identified during the proposal phase --- even if not formally teamed --- provides a contingency that can save the contract.
---
A well-crafted teaming agreement is not just a legal document --- it is a strategic tool that directly influences your probability of winning and your ability to execute successfully after award. The most competitive defense contractors approach teaming with the same rigor they bring to proposal development: thorough research, specific commitments, clear compliance frameworks, and technology-enabled relationship management.
As CMMC requirements reshape the defense contracting landscape, the teams that will thrive are those that integrate compliance into their teaming process from day one --- not as an afterthought, but as a foundational element of partner selection, agreement structuring, and collaborative proposal development.
Start by auditing your current teaming agreements against the essential clause checklist in this guide. Identify gaps in your CMMC flow-down provisions, tighten your work share language, and invest in CUI-compliant infrastructure that enables secure collaboration across organizational boundaries. The contracts you win tomorrow depend on the partnerships you build today.
For more strategies on building a competitive federal contracting operation, explore our comprehensive guide to winning federal contracts.
---
This article is part of the Cabrillo Club [Winning Federal Contracts](/insights/winning-federal-contracts) content series, providing defense contractors with actionable frameworks for competitive advantage in government contracting.
Defense contractors using AI-powered proposals win more contracts with the same team. See how Genesis OS makes it happen.
See the Platform
Cabrillo Club
Editorial Team
Cabrillo Club is a defense technology company building AI-powered tools for government contractors. Our editorial team combines deep expertise in CMMC compliance, federal acquisition, and secure AI infrastructure to produce actionable guidance for the defense industrial base.
Defense contractors using AI-powered proposals win more contracts with the same team. See how Genesis OS makes it happen.
See the Platform