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Generic Teaming Agreement

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Generic Teaming Agreement Powered By Docstoc
					This is an agreement that creates a working relationship between two companies
whereby they agree to work together in order to accomplish a certain business goal or
objective. This agreement can be modified to fit the unique needs of the contracting
parties by providing four (4) different options for customizing the agreement. This
document is ideal for small businesses that want to work together to achieve a certain
business goal or objective.
                                   TEAMING AGREEMENT
THIS TEAMING AGREEMENT (“Agreement”) is made as of __________, 200_ (the
“Effective Date”),by and between _______________________ (the "Company") and
_______________________ (the "Client"), with reference to the following facts:


                                               RECITALS:
___________________________, a corporation organized and existing under the laws of
________________, having its principal offices at ___________________________ (hereinafter
referred to as “Company”)
AND
____________________         _, a corporation organized and existing under the laws of
__________, with principal offices located at _______________________________ (hereinafter
referred to as “Client”).
(Company and Client are each referred to as a “Party” and jointly referred to as the “Parties”.)
OPTION 1:
A. Client and Company are interested in providing certain _________________
[Services/Supplies] for __________________[insert Project Description] (“Project”)
developed by __________________________(the “Customer”), incorporating Client’s
[Services/Supplies] and the Company’s [Services/Supplies] by jointly submitting proposals (the
“Proposals”) to the Customer, and if the Proposals are selected for the Project, in meeting the
requirements of the Customer on the basis of each Party’s expertise, as specified herein; and
B. In order to commence immediately their cooperation with respect to the Proposals and the
Project(s), Company and Client wish to set forth in this Agreement the manner in which they will
work together;
OPTION 2:


A. Company and Client wish to enter into this Agreement for the purpose of a possible
cooperation in submitting a joint proposal in response to an RFP issued by
_________________________ (the “Customer”) for _____________ [insert description of the
RFP] (the “Project”), and in the event Company and Client are selected by the Customer, for a
possible cooperation in providing certain [Services/Supplies] for the Project. This Agreement
provides a framework enabling the Parties to cooperate immediately for the submission of the
proposal in response to the RFP until a formal subcontracting or supplier agreement is entered
into between the Parties (the “Subcontracting Agreement” or “Supplier Agreement”). Such
agreement, following its execution by the Parties, shall replace and supersede this Agreement.
Client shall have the right to inform Customer of the joint relationship as set forth in this
Agreement.
OPTION 3:


A. Company and Client understand that _________________________(the “Customer”) has
issued a request for proposal (the “RFP”) for
______________________(the “Project”); and


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         B. In response to the RFP, Company and Client are interested in cooperating in
submitting a proposal to the Customer for the Project (the “Proposal”), as specified in the
functional scope and/or products listed in Exhibit A and the roles and responsibilities allocation
specified in Exhibit B, and if the Proposal is selected by the Customer for such Project, the
Parties shall further cooperate to provide products and services to the Customer as set forth in the
Proposal; and
1.       C. This Agreement provides a framework enabling the Parties to cooperate immediately
         for the submission of the Proposal for the RFP pursuant to the terms set forth herein.
OPTION 4:
A. Client provides___________________[insert description of Client’s business] (the “Client’s
Services and/or Supplies”); and
B. Company provides ________________________________[insert description of Company's
business] (the “Company’s Services and/or Supplies”); and
C. In response to an RFP issued by_____________________(“Customer”) for ______
        __[Insert description of services and/or supplies requested]   Client would like to
submit a proposal (the “Proposal”) to Customer on the basis of the Client’ Services and/or
Supplies and the Company’s Services and/or Supplies; and
D. This Agreement provides a framework enabling the Parties to cooperate immediately for the
submission of the Proposal pursuant to the terms set forth herein and, if the Proposal is selected
by Customer, for the project specified in the Proposal (the “Project”);
NOW, THEREFORE, the Parties agree as follows:
1.       Relationship of the Parties
1.1.     Company and Client agree to work together and to cooperate with each other, on a non-
         exclusive basis, for the purpose of preparing and submitting the Proposal, and, if the
         Proposal is selected by the Customer, the Parties will cooperate in carrying out the
         Project in accordance with the general guidelines set forth herein and in the Proposal.
1.2.     For the purpose of the Project and throughout its entire duration, Client shall be the prime
         contractor, and Company will be a subcontractor to Client for Company’s portions of the
         Project. Company’s obligations with respect to performance of the Project shall be as
         specified in this Agreement and in the subcontracting agreement and/or supplier
         agreement to be executed between Client and Company for the Project (“Subcontracting
         Agreement” and/or “Supplier Agreement”).
2.       Project Management and Submission of the Proposal
2.1.     After execution of this Agreement, the Parties shall schedule an initial meeting based on
         the Customer’s requirements to determine the Project preparation work and related
         activities. Each Party will appoint one person to be its bid manager for preparing the
         Proposal. The respective bid managers will gather all of the Party’s resources
         (information, personnel, etc.) required for preparing the Proposal, making presentations
         to the Customer and attempting to persuade the Customer to award the Project to
         Company and Client in accordance with the relationship between Company and Client as
         specified in this Agreement, and will be responsible for communications between the
         Parties for purposes of such Project. Client shall have the right to request Company’s
         focal point to replace the people working on the Project that are not suitable to work on
         the Project.
2.2.     Company and Client shall each prepare their part of the Proposal and approve the

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         Proposal prior to submission to the Customer. The details of the services to be provided
         by Client and Company shall be agreed upon and specified during preparation of the
         project plan before submitting the Proposal, based on the allocation of roles and
         responsibilities agreed between the Parties, as specified in Exhibit B.
2.3.     Company and Client will make all reasonably necessary preparations and will perform all
         reasonably necessary activities to meet Customer’s timetable for submitting the Proposal.
2.4.     Without derogating from the provisions of Section 3.3 herein below, Company and Client
         acknowledge and agree that this Agreement does not require the parties to respond jointly
         to any future requests for proposals by the Customer or any other potential customers. It
         is also acknowledged and agreed that Client shall be entitled to submit a separate
         proposal to the Customer, either alone or with any another party.
3.       SUBCONTRACTING AGREEMENT AND CUSTOMER CONTRACT
3.1.     In the event the Customer selects the Proposal submitted by Company and Client, the
         Parties will negotiate and sign in good faith, within thirty (30) days of such selection, the
         subcontracting and/or supplier agreement on the basis of this Agreement (the
         “Subcontracting Agreement” and/or “Supplier Agreement”). The Subcontracting and/or
         Supplier Agreement, following its execution by the Parties, will replace and supersede
         this Agreement.
3.2.     Client shall initiate and lead all negotiations and discussions with Customer and shall
         sign the prime services agreement with the Customer for the Project (the “Customer
         Contract”). Company agrees to participate if requested by Client in discussions with the
         Customer regarding technical and business aspects of Company’s portion of the Project.
         Company agrees not to have any direct contact or communications with the Customer
         regarding the Project without Client’s prior consent. The Subcontracting Agreement
         between Company and Client shall be on back-to-back terms with the Customer Contract
         (or portions thereof which are relevant to Company’s part of the Project) such that all
         terms and conditions of the Customer Contract, including orders issued thereunder, which
         are relevant to Company’s part of the Project, shall apply mutatis mutandis to the supply
         by Company of its products and/or services, and Company shall be bound by and observe
         and comply with said terms and conditions.
3.3.     Company agrees not to offer products or services to Customer, directly or indirectly,
         through itself or affiliated companies, relating to the Project. Additionally, for a period of
         eighteen (18) months from the Effective Date, Company agrees not to offer products or
         services to Customer or to any of its affiliated companies, directly or indirectly, through
         itself or any affiliated companies of Company, relating to the Project, unless offered
         through Client.
IF THERE IS A RESALE OF COMPANY’S SYSTEM:
3.4.     In the event the Proposal is selected by Customer, Client will be granted the right to
         purchase the applicable license for the Company System from Company, at a price to be
         determined by the Parties. The prices for maintenance services relating to the Company
         System will be agreed to by the Parties. Client will be permitted to resell such license and
         maintenance to Customer as part of the Project. The price for which Client sells to
         Customer the license and maintenance for the Company System, and all other prices
         charged to Customer by Client relating to the Project, will be determined by Client in its
         sole discretion.
3.5.     Company will provide all applicable source code for the Company System to Client,


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         which Client may provide to Customer as part of the license for the use of the Company
         System. Company will also provide to Client and/or Customer full documentation,
         knowledge transfer, training and other assistance (“Services”) requested by Client
         relating to the customization, implementation, support, maintenance and operation of the
         Company System. The commercial terms relating to the Services will be agreed to by the
         parties and specified in the Subcontracting and/or Supplier Agreement. Client and
         Customer may use and modify the source code of the Company System as may be
         necessary for the performance of the customization, implementation, support, and
         maintenance services. Company commits to provide the resources necessary for the
         provision of all Services. Company acknowledges that the performance of the Project by
         Company will include working with other third parties identified by Customer and/or
         Client.
4.       Warranty and Liability
4.1.     IF THERE IS A RESALE OF A COMPANY SYSTEM: Company warrants to Client
         that the performance and functionality of the Company System shall be compliant with
         the Company System documentation and that the Company System will be localized for
         the U.S. market. Company shall provide all back-to-back warranties, indemnifications
         and other commitments relating to the Company System and services to be provided by
         Company required for the Project and required by the Customer or arising under the
         Customer Contract.
4.2.     Company and Client confirm to each other that each Party respectively has the necessary
ownership and/or marketing rights to permit it to enter into this Agreement and any ensuing
agreements between the parties relating to the Project. Except as expressly set forth herein, the
execution of this Agreement shall in no way serve to create, on the part of either Party hereto, a
license to use, or any proprietary rights in, the existing products of either Party.
4.3.     Company shall be responsible for any liability (including, but not limited to, delays in
         meeting milestones and damages, if any) to Client arising from its portions of the Project.
         Company agrees to indemnify Client for any liability toward third parties (including the
         Customer) and any penalties or damages incurred by Client, arising from a breach of its
         obligations with respect to the Project.
4.4.     Each Party will bear its own costs, risks, and liabilities incurred by it arising out of its
         obligations and efforts relating to the Proposal and the Project.
4.5.     EXCEPT FOR CLAIMS BASED ON BREACH OF THE CONFIDENTIALITY
         OBLIGATIONS IN THIS AGREEMENT OR ANY OTHER BACK-TO-BACK
         COMMITMENT OF EITHER PARTY, NEITHER PARTY WILL BE LIABLE TO THE
         OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
         CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, WHETHER
         ALLEGED TO BE ATTRIBUTED TO A BREACH OF THIS AGREEMENT, TORT
         OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS
         RESULTING FROM AN ALLEGED BREACH OF THIS AGREEMENT OR
         FAILURE TO BE AWARDED THE PROJECT, EVEN IF UNDER APPLICABLE
         LAW SUCH LOST PROFITS WOULD NOT BE CONSIDERED CONSEQUENTIAL
         OR SPECIAL DAMAGES.
5.       Term and Termination
5.1.    This Agreement will be effective for a period commencing on the Effective Date and
ending __________________) months thereafter.


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5.2.     This Agreement will terminate immediately upon: (i) Customer’s selection of other third
party vendors for the Project; (ii) cancellation of the Customer’s interest in finding solutions in
the scope covered by the Project; (iii) the scope of the RFP is altered by the Customer whereby
the services/products of one of the Parties is no longer required; (iv) execution of the
Subcontracting and/or Supplier Agreement by the Parties; (v) the material breach of this
Agreement by either Party, which is not remedied within thirty (30) days after receipt of written
notice from the other Party; or (vi) by mutual written agreement of the Parties.
6.       GENERAL TERMS AND CONDITIONS
6.1.     The Parties to this Agreement are independent contractors, and this Agreement is not
         intended by the Parties to constitute or create, and shall not constitute or create, a
         partnership or any entity other than an independent contractor arrangement. The
         employees of a Party shall not be deemed to be employees of the other Party.
6.2.     Neither Party shall have the authority to bind the other or make commitments of any kind
for, or on behalf of, the other Party, unless expressly agreed upon in advance and in writing.
6.3.     Each party agrees not to hire or otherwise employ any of the other party’s employees or
         their respective subcontractors' employees, who are assigned full or part-time to activities
         which are related to the performance of this Agreement, except by written consent of the
         other party, within one year of such employee or subcontractor's employee ceasing to be
         involved in the performance of this Agreement. Solely for purposes of this Section 6.3,
         independent contractors of a party are considered employees of such party. The
         provisions of this Section shall survive the expiration or termination of this Agreement
         for any reason and shall remain in full force and effect for a period of one year thereafter.
6.4.     Each Party shall comply with all local laws, ordinances, regulations, and codes applicable
         to its business in the performance herewith including the procurement of any necessary
         permits and licenses in the relevant jurisdiction.
6.5.    This Agreement may not be assigned or otherwise transferred by either Party in whole or
in part without the express prior written consent of the other Party. Company however,
acknowledges and agrees that Client may assign any of its rights or delegate any of its obligations
hereunder to any of its affiliates within the Client group of companies. Any such affiliated
company of Client may provide the services and/or the licenses relating to the Project.
6.6.  THIS AGREEMENT SHALL BE BINDING UPON THE RESPECTIVE HEIRS,
BENEFICIARIES, LEGAL OR PERSONAL REPRESENTATIVES, SUCCESSORS AND
PERMITTED ASSIGNS OF THE PARTIES. COMPANY SHALL NOT, WITHOUT
FIRST OBTAINING CLIENT’S WRITTEN CONSENT, ASSIGN OR DELEGATE ITS
OBLIGATIONS UNDER THIS AGREEMENT TO OTHERS.
6.7.     The Non-Disclosure and Confidentiality Agreement between the Parties dated as of
         ________ (the “NDA”) a copy of which is attached hereto as Exhibit C, shall govern the
         use and disclosure of all proprietary or confidential information disclosed by either Party
         to the other in furtherance of the Proposal and/or the Project and no other purposes
         whatsoever, including, but not limited to, development, sale or provision of any support
         or consulting services with respect to products and services that compete with Client’s
         services and/or supplies, except in cooperation with Client if agreed between the Parties
         in writing. Each Party agrees not to assign the employees listed on Exhibit D to a project
         team that is preparing the Proposal, if such response is not with the other Party. This
         restriction shall terminate upon termination of this Agreement.



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6.8.     This Agreement (including its Exhibits) constitutes the entire agreement between the
Parties and supersedes any prior or contemporaneous oral or written representation with regard to
the subject matter hereof. This Agreement shall not be modified except by a written instrument
signed by both Parties.
6.9.     If any provision of this Agreement is determined to be invalid or unenforceable, such
invalidity or unenforceability shall not invalidate or render unenforceable the Agreement, but
rather the Agreement shall be construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and obligations of the Parties shall be
construed and enforced accordingly. The Parties hereby agree to cooperate to replace the invalid
or unenforceable provision(s) with valid and enforceable provision(s) which will achieve the
same result (to the maximum legal extent) as the provision(s) determined to be invalid or
unenforceable.
6.10.    No waiver of rights arising under this Agreement shall be effective unless in writing and
         signed by the Party against whom such waiver is sought to be enforced. No failure or
         delay by either Party in exercising any right, power or remedy under this Agreement shall
         operate as a waiver of any such right, power or remedy and/or prejudice any rights of
         such Party.
6.11. Any notice, demand or communication which under the terms of this Agreement or
otherwise must or may be given or made by either Party shall be in writing and shall be given or
made by certified or registered air mail, return receipt requested, facsimile (electronic
confirmation required) or any delivery services requiring signature of receipt, addressed to the
respective Parties as set forth on the first page of this Agreement or other addresses of which a
Party may notify the other Party in writing..
6.12. Any disclosure or publication of the existence of this Agreement or its contents in whole
or in part to third parties other than to Customer shall require the prior written consent of both
Parties before such disclosure or publicity.
6.13. Obligations under this Agreement, which by their nature would continue beyond the
expiration or ending in any other way of this Agreement shall survive the expiration or ending in
any other way of this Agreement.
6.14.    Headings used in this Agreement are for convenience only and shall not be used for
         interpretation purposes.
6.15.    This Agreement will be governed by and construed under the laws of
         _________________________[Insert State] excluding its conflict of laws principles.
         Any dispute concerning this Agreement which the Parties are not able to resolve within
         fourteen (14) days of the dispute first arising shall be escalated to their respective vice
         president in charge of the Project. If such persons are unable to resolve the dispute
         within an additional period of fourteen (14) days, the dispute shall be escalated to a
         committee consisting of the Parties’ respective senior vice presidents in charge of the
         Project. If such committee is unable to resolve the dispute within an additional period of
         fourteen (14) days, either Party shall be entitled to seek final and binding arbitration
         through binding arbitration in _________________________ [Insert Location}, in
         accordance with the Commercial Arbitration Rules of the American Arbitration
         Association then in effect, or if no rules are then in effect by the most comparable rules.
         The award rendered by arbitration shall be final and binding on the parties and judgment
         upon the award may be entered in any court having jurisdiction thereof. The expenses of
         the arbitration shall be borne by the non-prevailing party, or if both parties shall prevail in
         part, then the expenses of arbitration shall be borne equally between the parties.


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IN WITNESS WHEREOF, Company and Client, pursuant to due corporate authority, have
caused this Agreement to be signed in their respective names on the date(s) set forth below.

________________

("Company")                                                      ("Client")
By:      _______________________                                 By:     ________________________
Name:                                                            _______________________    Name:
                                                                 ________________________
Title:                                                           _______________________    Title:
                                                                 ________________________
Date:                                                            _______________________    Date:
                                                                 ________________________




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                                                EXHIBIT A
                THE CUSTOMERS [FUNCTIONAL SCOPE AND PRODUCTS]
[To be added]




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                                                EXHIBIT B
                        ROLES AND RESPONSIBILITIES ALLOCATION
[To be added]




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                                                EXHIBIT C
     NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT BETWEEN THE
                              PARTIES


[Attached after this page]




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                                                     EXHIBIT D
                                         RESTRICTED EMPLOYEES


Company                                       Client
To be added                                  To be added




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DOCUMENT INFO
Description: This is an agreement that creates a working relationship between two companies whereby they agree to work together in order to accomplish a certain business goal or objective. This agreement can be modified to fit the unique needs of the contracting parties by providing four (4) different options for customizing the agreement. This document is ideal for small businesses that want to work together to achieve a certain business goal or objective.