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Master Teaming Agreement (MTA) Template

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Master Teaming Agreement (MTA) Template Powered By Docstoc
					A Teaming Agreement is used when two contractors or businesses desire to jointly
prepare a response to a Request For Proposal (RFP) and jointly deliver the project
should they be awarded the contract. The RFP issuer is referred to as the "Sponsor".
In the Teaming Agreement, one of the two contractors is defined as the "Prime
Contractor" and the other as the "Subcontractor". This document contains both
standard clauses as well as opportunities for customization to ensure that the
understandings of the parties are properly set forth.
                                   MASTER TEAMING AGREEMENT

       THIS TEAMING AGREEMENT (together with all Project Supplements hereto, this
“Agreement”) is made and entered into as of ________ ___, (date) by and between [insert
company name], an [insert company city/state] company (insert company “DBA”), and
________________, a ___________ corporation (the “Contractor”). [insert company name] and
the Contractor are sometimes referred to herein collectively as the “Team Members” and
individually as a “Team Member”.

                                                  WITNESSETH:

        WHEREAS, from time to time the Team Members identify or are given opportunities
relating to the provision of goods or the performance of services in the area or field of
____________________, including, without limitation, receiving requests for proposals issued by,
and other inquiries from, third parties (collectively, “Opportunities”);

        WHEREAS, the Team Members believe that they offer complementary products and/or
services and that a cooperative effort between them will be mutually beneficial in responding to or
pursuing any Opportunities which the parties mutually agree to respond to or pursue on a joint
basis pursuant the terms of this Agreement; and

        WHEREAS, the Team Members desire to enter into this Agreement to provide for the joint
preparation of proposals or other joint marketing efforts in response to any Opportunity that the
Team Members elect to jointly pursue, the allocation of work to be performed under any contract
awarded by a customer for the performance of the projects arising from any Opportunity, and
certain other matters, all as more particularly set forth below.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Team Members, intending to be legally bound, hereby covenant and
agree as follows:

                                                      Section 1.

                       OPPORTUNITIES; ALLOCATION OF RESPONSIBILITY

         1.1      The recitals set forth above are incorporated in, and made a part of, this Agreement
as if set forth at length herein.


        1.2     This Agreement and the obligations of the Team Members hereunder shall relate
only to those requests for proposals issued by, inquiries from, or other Opportunities with, third
parties (“Customers”) that the Team Members expressly agree shall become subject to this
Agreement (collectively, the “Joint Opportunities”) and the related projects that the Team
Members expressly agree shall also become subject to this Agreement. Opportunities and related
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projects shall become Joint Opportunities subject to this Agreement upon the execution by both
Team Members of a Project Supplement substantially in the form of Exhibit A hereto (together
with all attachments thereto, a “Project Supplement”) specifically relating thereto. Each Project
Supplement may also contain additional terms and conditions governing the respective rights and
obligations of the Team Members with respect to the Joint Opportunity.

        1.3      It is understood and agreed that neither Team Member shall have any obligation to
notify the other Team Member of the existence of any Opportunity or to agree to subject, or offer
to subject, any Opportunity or related project to this Agreement. It is further understood and
agreed that each Team Member has the absolute right to pursue any Opportunity alone or with
third parties, unless the Team Member receiving or identifying the Opportunity elects, in its sole
discretion, to notify the other of the Opportunity, offers to subject the Opportunity to this
Agreement and the parties do so in accordance with Subsection 1.2 above. Nothing contained
herein shall be deemed to restrict either Team Member from quoting, offering to sell, or selling to
others any items or services that it may regularly offer for sale, even though such items or services
may be included in a proposal in response to any Joint Opportunity.

        1.4    Except for any direct damages arising as a consequence of a breach of this
Agreement, any and all cost, expense or liability to either Team Member arising out of or related to
this Agreement shall be paid by the Team Member incurring such cost, expense or liability, and
neither Team Member shall be liable or obligated to pay any cost, expense or liability paid or
incurred by the other.

                                                      Section 2.

                                         SUBSEQUENT CONTRACTS

        In the event that a Team Member is awarded a contract by a Customer, or the Team
Members enter into another arrangement with a Customer, respecting any Joint Opportunity (each,
a “Customer Contract”), the Team Members agree to negotiate in good faith the terms and
conditions of a subcontract or other arrangement (each, a “Project Contract”) for the portion of
such related joint project allocated to the other Team Member pursuant to the applicable Project
Supplement, if necessary. Each Project Contract shall be consistent with the terms and conditions
of the Customer Contract to which it relates (including, without limitation, any Statement of Work)
and the applicable Project Supplement.

                                                      Section 3.

               PROPRIETARY INFORMATION, SOLICITATION OF EMPLOYEES

        3.1     Each Team Member acknowledges that the Confidential Information (as defined
below) and Trade Secrets (as defined below) of the other constitutes valuable confidential and
proprietary information. Hereinafter “Confidential Information” shall be deemed to mean
“Confidential Information” and/or “Trade Secrets.” Each Team Member shall hold the
Confidential Information of the other Team Member disclosed or made available to it (in such

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capacity, the “Receiving Party”) by such other Team Member (in such capacity, the “Disclosing
Party”) in trust and confidence and avoid the disclosure or release thereof to any other person or
entity by using the same degree of care as it uses to avoid the unauthorized use, disclosure, or
dissemination of its own Confidential Information of a similar nature, but not less than reasonable
care. The Receiving Party shall not use the Confidential Information disclosed by the Disclosing
Party for any purpose whatsoever, other than in connection with pursuing the Joint Opportunities
and obtaining and negotiating the Customer Contracts and the Project Contracts. The Receiving
Party shall disclose the Confidential Information disclosed or made available to it by the
Disclosing Party only to those of its employees having a need to know such Confidential
Information and shall take all reasonable precautions to ensure that its employees comply with the
provisions of this Subsection 3.1, including by requiring such employees to execute stringent non-
disclosure agreements.

        3.2     The term “Confidential Information” shall mean any and all information or
proprietary materials (in every form and media) not generally known in the relevant trade or
industry of either Team Member or third parties with which either Team Member conducts or
may conduct business and which has been or is hereafter disclosed or made available by either
Team Member to the other in connection with a Joint Opportunity, a Customer Contract, a
Project Contract or this Agreement or the respective rights and obligations of the Team Members
hereunder including, without limitation, (a) all trade secrets, (b) existing or contemplated
products, services, designs, technology, processes, technical data, engineering, techniques,
methodologies and concepts and any information related thereto, (c) information relating to
business plans, sales or marketing methods and customer lists or requirements and (d) all
software.

“Trade Secrets” means information, including a formula, pattern, compilation, program device,
method, technique, or process, that: (i) derives independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy

Each party acknowledges that disclosure or use of a trade secret without express or implied consent
violates the Uniform Trade Secrets Act. Each party acknowledges that the other party is not
seeking to obtain trade secrets or confidential information of others that such party might possess
and agrees not to improperly disclose trade secrets or confidential information of others to the other
party.

         3.3     Notwithstanding the foregoing, Confidential Information shall not include, and
the obligations of either party under Subsection 3.1 will not apply to, information that the
Receiving Party can demonstrate (i) was in its possession at the time of disclosure and without
restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or
after disclosure becomes generally available to the public through no breach of agreement or other
wrongful act by the Receiving Party, (iii) has been received from a third party without restriction
on disclosure and without breach of agreement or other wrongful act by the Receiving Party, (iv) is
independently developed by the Receiving Party without regard to the Confidential Information of

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the Disclosing Party, or (v) is required to be disclosed by law, regulation or order of a court of
competent jurisdiction or other governmental authority, to the extent of such required disclosure,
provided that the Receiving Party shall furnish prompt written notice of such required disclosure
and reasonably cooperate with the Disclosing Party, at the Disclosing Party's cost and expense, in
any effort made by the Disclosing Party to seek a protective order or other appropriate protection
of its Confidential Information.

        3.4     Neither Team Member grants any license or other right to the other (whether by
estoppel, implication or otherwise) under any trademark, trade secret, patent, copyright or other
proprietary right owned or controlled by it as a result of the use of any Confidential Information
or other proprietary rights or materials of the other in connection with any Joint Opportunity, the
transmittal of any Confidential Information or other proprietary materials to such other Team
Member or any other act or omission, other than a limited right of use solely in connection with
the pursuit of a Joint Opportunity consistent with the intent and purposes of this Agreement.

        3.5    This Agreement shall not preclude either party from making disclosures of
Confidential Information to a Customer in connection with a written proposal to such Customer
under an agreement with such Customer that limits the use of such information to evaluation of
such proposal and that prohibits further disclosure, copying, dissemination or use thereof, provided
that the only Confidential Information disclosed shall be that which is necessary to disclose, and
the Customer executes a non-disclosure agreement at least as stringent as this one, including
requiring the Customer not to disclose any Confidential Information except to those within
Customer’s organization that have a need to know and who have executed stringent non-disclosure
agreements .

        3.6      Upon termination of this Agreement or upon the request of the Disclosing Party, the
Receiving Party shall immediately return to the Disclosing Party all materials in its possession or
control that reflect or embody Confidential Information disclosed by the Disclosing Party.

        3.7      Neither Team Member shall directly or indirectly solicit or recruit , or accept from
third parties services provided by, any employee of the other that participated in the preparation of
any proposal or any other marketing effort relating to a Joint Opportunity or the performance or
negotiation of this Agreement, any proposed or actual Customer Contract or any proposed or actual
Project Contract, as the case may be, during the term of this Agreement and any proposed or
resulting Customer Contract that such employee performed services with respect to (if applicable)
and for a period of one (1) year thereafter.

         3.8     Each Team Member acknowledges that the other will have no adequate remedy at
law if it violates any of the provisions of this Section 3. Accordingly, each party shall have the
right, in addition to any other rights and remedies it may have, at law, in equity or otherwise, to
obtain in any court of competent jurisdiction injunctive relief to restrain any breach or threatened
breach hereof or otherwise to specifically enforce any of the provisions of this Section 3, without
the requirement of the posting of a bond or undertaking. The provisions of this Section 3 shall
survive the expiration or sooner termination of this Agreement.


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                                                      Section 4.

                                                  TERMINATION

        4.1     Except as expressly provided in Section 3 hereof, all rights and obligations of the
Team Members under this Agreement with respect to any Joint Opportunity shall terminate as set
forth in the applicable Project Supplement.

         4.2     In the event the rights and obligations of the Team Members under this Agreement
respecting any Joint Opportunity shall terminate for any reason other than in the case where the
parties enter into a Project Contract respecting such Joint Project, either Team Member shall have
the right, subject to Section 3 hereof, to pursue business opportunities with the applicable
Customer or any third party contractor awarded a contract by such Customer or other third parties
for work related to such Opportunity; provided that if such termination or the failure of the Team
Members to enter into a Project Contract with respect to such Joint Opportunity is a result of a
breach of this Agreement by either Team Member, the defaulting Team Member shall not have the
right to pursue such business opportunities.

       4.3    Except as expressly provided in Section 3 hereof, all rights and obligations of the
Team Members under this Agreement shall terminate upon the first to occur of any of the
following events:

                 (a)     Expiration of a period of ____________ [choose a time period] following
         the date hereof, unless such term is extended by mutual agreement of the parties;
                 (b)     Mutual agreement of the Team Members; or
                 (c)     A material breach by either Team Member of any of the provisions
         contained herein (including in any Project Supplement) and such material breach remains
         uncured after a period of thirty (30) days following such Team Member's receipt of written
         notice of such material breach from the other Team Member.

In the event the rights and obligations of the Team Members under this Agreement shall terminate
for any reason, the provisions of Section 4.2 above shall apply to all Joint Opportunities.

                                                      Section 5.

                                                     PUBLICITY

        Any news release, public announcement, advertisement, or publicity proposed to be
released by either Team Member in connection with any Joint Opportunity, this Agreement or any
Customer Contract or Project Contract will be subject to the written approval of the other Team
Member prior to release, such approval not to be unreasonably withheld or delayed. Full
consideration and representation of the respective roles and contributions of both Team Members
shall be given in any such statement.

                                                      Section 6.

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                     LIMITED WARRANTY AND LIMITATION OF REMEDIES

        6.1    Each Team Member warrants that it has the right to enter into this Agreement and
fully perform all obligations applicable to it hereunder.

        6.2      Each Team Member warrants that the data, information and other material
furnished and to be furnished to the other Team Member does not and will not infringe any third-
party rights, including in any patent, copyright, trade secret, or actual or prospective business
advantage or contract, or interfere with or induce the breach of any contract.

        6.3    EACH TEAM MEMBER DISCLAIMS ANY AND ALL PROMISES,
REPRESENTATIONS AND WARRANTIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT OR IN ANY PROJECT SUPPLEMENT, WITH RESPECT TO ANY DATA,
INFORMATION OR OTHER MATERIAL FURNISHED HEREUNDER OR THEREUNDER,
INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR
DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Each Team Member
shall be responsible to the Customer for any errors or omissions in the information which it
provides.

        6.4     In no event shall either Team Member be liable to the other for any loss of profits
or other incidental, indirect, special, exemplary, or consequential damages, even if such Team
Member has been advised of the possibility of such damages. Except for any claims arising from
breach of any warranty or any Customer Contract or Project Contract in no event shall either
Team Member be liable to the other for claims or demands brought against the other Team
Member by a third party, even if such Team Member has been advised of the possibility of such
damages.
                                               Section 7.

                                                MISCELLANEOUS

        7.1     All notices, consents and other communications required or which may be given
under this Agreement shall be deemed to have been duly given (i) when delivered by hand, (ii)
three (3) business days after being mailed by registered or certified mail, return receipt requested,
postage prepaid, or (iii) when received by the addressee if sent by facsimile transmission or by
Express Mail, Federal Express or other express delivery service (receipt requested), in each case
addressed to a party at its address set forth below (or to such other address(es) as such party may
hereafter designate as to itself by notice to the other party hereto):

If to [insert company name]:                                              If to Contractor:
[insert company address]
Attn: Chief Operations Officer
cc: Chief Legal Officer



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        7.2     This Agreement may not be amended or modified, nor may any right or remedy of
any Team Member be waived, unless the same is in writing and signed by a duly authorized
representative of such Team Member. The waiver by any Team Member of the breach of any term
or provision hereof by any other will not be construed as a waiver of any other or subsequent
breach. No failure or delay by either Team Member in exercising any of its rights or remedies
hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right
or remedy preclude any other or further exercise thereof or the exercise of any other right or
remedy. The rights and remedies of the Team Members provided in this Agreement are
cumulative and not exclusive of any rights or remedies provided under this Agreement, by law, in
equity or otherwise. The headings used in this Agreement are for convenience of reference only
and shall not affect the meaning or construction of this Agreement.

         7.3     Neither Team Member may assign or otherwise transfer any of its rights, duties or
obligations under this Agreement without the prior written consent of the other party, except either
Team Member may, upon written notice to the other Team Member, assign this Agreement or any
of its rights hereunder to any person or entity who succeeds to all or substantially all of the capital
stock, assets or business of such Team Member, provided such person or entity agrees in writing to
assume and be bound by all of the obligations of such Team Member under this Agreement. Any
attempted assignment or transfer in contravention of this Subsection 7.3 shall be void and of no
force and effect. This Agreement shall be binding upon and inure to the benefit of the Team
Members and their respective legal representatives, successors and permitted assigns.

        7.4     The Team Members are not (and nothing in this Agreement shall be construed to
constitute them) partners, joint venturers, agents, representatives or employees of the other , and
nothing in this Agreement shall create any relationship between them other than that of parties to
this Agreement. Neither Team Member shall have any responsibility nor liability for the actions of
the other Team Member, except as specifically provided herein. Neither Team Member shall have
any right or authority to bind or obligate the other in any manner or make any representation or
warranty on behalf of the other. No profits, losses or costs will be shared under any provision of
this Agreement or as a result of either Team Member's efforts in connection with any Joint
Opportunity and securing an award of any Customer Contract.

        7.5     This Agreement, including the performance and enforceability hereof, shall be
governed by and construed in accordance with the laws of the State of ___________, without
reference to the principles of conflicts of law. Each Team Member hereby submits itself for the
sole purpose of this Agreement and any controversy arising hereunder to the exclusive jurisdiction
of the federal or state courts located in the State of [insert state], and any courts of appeal
therefore, and waives any objection (on the grounds of lack of jurisdiction, or forum non
conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts.

        7.6     This Agreement constitutes the entire agreement between the Team Members and
supersedes all prior proposals, communications, representations and agreements, whether oral or
written, with respect to the subject matter hereof. The Project Supplements executed in connection
herewith from time to time are incorporated into and made a part of this Agreement to the same


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extent as if set forth in full herein; any use of the phrase “this Agreement” shall include, without
limitation, such Project Supplements.

        7.7     Any term or provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms and provisions of
this Agreement or affecting the validity or enforceability of any of the terms or provisions hereof in
any other jurisdiction.

                IN WITNESS WHEREOF, the parties hereby have duly executed this Agreement
 as of the date set forth above.

 [insert company name].                                 _____________________________


 By:__________________________                          By:___________________________
    Name: xxxxx                                            Name: xxxxxx
    Title: xxxxxxx                                         Title: xxxxxxx




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                                                    EXHIBIT A

                                   FORM OF PROJECT SUPPLEMENT

        This Project Supplement dated as of ______________________ supplements the Teaming
Agreement dated as of ___________ ___, (date) by and between [insert company name] and
____________________________ (as amended or modified from time to time, the “Teaming
Agreement”). Capitalized terms used herein and not otherwise defined in this Project Supplement
shall have the meanings given them in the Teaming Agreement. In the event there is any conflict
or inconsistency between any provision of the Teaming Agreement and any provision of this
Project Supplement, the provisions of this Project Supplement shall govern and control.

       (a)    The Team Members hereby agree that the Opportunity with
___________________ (the “Customer”) and the related project described below shall become a
Joint Opportunity subject to the Teaming Agreement:       [description of the Opportunity]

        (b)     The prime contractor with respect to the Joint Opportunity and the related joint
project shall be ____________________ (the “Prime Contractor”). The subcontractor with respect
to the Joint Opportunity shall be ____________________ (the “Subcontractor”). The allocation of
work and responsibility between the Team Members in executing the work to be performed under
the Customer Contract if awarded by the Customer in connection with the Joint Opportunity is set
forth on Exhibit 1 hereto.

        (c)     The Team Members hereby further agree that in addition to the terms and
conditions contained in the Teaming Agreement, their respective rights and obligations with
respect only to the Joint Opportunity and the related joint project shall also be governed by the
following additional terms and conditions:     [describe any additional terms and conditions, such
as proposal obligations and duties]

        (d)     Except as expressly provided in Section 3 of the Teaming Agreement, all rights and
obligations of the Team Members under the Teaming Agreement (including, without limitation,
this Project Supplement) with respect to the Joint Opportunity and Joint Project specified in this
Project Supplement shall terminate as follows:        [describe termination arrangements]

       (e)    This Agreement may be signed in any number of counterparts, each of which shall
be deemed an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument.

        IN WITNESS WHEREOF, the parties hereby have duly executed this Agreement as of
 the date set forth above.

 [insert company name]                                  _____________________________


 By:__________________________                          By:___________________________
    Name: xxxxxxxxxx                                       Name: xxxxxxxxxxxxxx



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     Title: xxxxxxxxxxxxxxxxxxx                              Title: xxxxxxxxxxxxxxx




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DOCUMENT INFO
Description: A Teaming Agreement is used when two contractors or businesses desire to jointly prepare a response to a Request For Proposal (RFP) and jointly deliver the project should they be awarded the contract. The RFP issuer is referred to as the "Sponsor". In the Teaming Agreement, one of the two contractors is defined as the "Prime Contractor" and the other as the "Subcontractor". This document contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth.
This document is also part of a package Technology Services and Agreements 38 Documents Included