Teaming Agreement
CO-F1069, Revision C
As of 09/17/2010
This TEAMING AGREEMENT, made and entered into as of the date last executed, by and between TASC, Inc. with a
place of business at
(hereinafter “TASC”) and
[enter legal name of other Party], with a place of business
at
(hereinafter referred to as “Teammate”), either or both of which may hereinafter be referred to as “Party”
individually and as the “Parties” collectively.
WITNESSETH:
WHEREAS, <Insert Customer Name><Insert Customer Name> (the “Customer”), has a requirement for <Describe
Program with External Name, not Internal Capture Name><Describe Program with External Name, not Internal Capture
Name> (the “Program”); and
WHEREAS, the Customer is expected to issue a Request for Proposal (RFP) (the “Solicitation”) for the solicitation of
proposals to meet the requirements of the Program; and
WHEREAS, TASC has certain capabilities, resources and expertise in the area of <Describe the unique capabilities and
primary area of expertise that TASC bringing to the teaming arrangement><Describe the unique capabilities and primary
area of expertise that TASC bringing to the teaming arrangement> that are necessary to meet the Customer’s
requirements for the Program; and
WHEREAS, Teammate has certain capabilities, resources and expertise in the area of <Describe the unique capabilities and
primary area of expertise that the Teammate is bringing to the teaming arrangement><Describe the unique capabilities
and primary area of expertise that the Teammate is bringing to the teaming arrangement> that are necessary to meet the
Customer’s requirements for the Program; and
WHEREAS, neither TASC nor Teammate individually possesses all of the capabilities, resources, expertise or existing
capacity to address all of the requirements of the Program without assistance from others; and
WHEREAS, the combination of the capabilities, resources, expertise and existing capacity of TASC and Teammate should
result in the preparation of a superior proposal best meeting the requirements of the Customer for the Program; and
WHEREAS, TASC and Teammate desire to form a teaming agreement that is not in derogation of the applicable antitrust
laws and does not prejudice the Customer in any way with respect to any action it may take in procuring goods or
services on the basis of competitive proposals or the awarding of contracts on a leader/follower or other type basis; and
WHEREAS, TASC and Teammate may need to exchange significant proprietary and competition sensitive information in the
process of preparing the proposal to the Customer for the Program, which exchange of information would not be possible if
TASC and Teammate were supporting multiple proposals with other companies in pursuit of the Program;
NOW, THEREFORE, TASC and Teammate hereby agree as follows:
1.
Definitions
1.1. “Agreement” shall mean this Teaming Agreement, together with Exhibit A, Exhibit B, Exhibit C, if applicable, and
other documents incorporated by reference and any amendments thereto.
1.2. “Non-disclosure Agreement” shall mean the non-disclosure agreement executed between the Parties and attached
to this Agreement as Exhibit B and any amendments thereto.
2.
Proposal Activities
2.1. Each Party will exert all reasonable efforts to prepare and submit a proposal which will result in the selection of
TASC as prime contractor and Teammate as subcontractor to provide the Program work set forth in Exhibit A
hereof. Each Party agrees to continue to exert all reasonable efforts towards these objectives throughout
negotiations concerning any prime contract and resultant subcontract which may result from the submission of
such proposal.
2.2. TASC will have the responsibility for the preparation, content, evaluation, and submission of the combined
management, technical, price, and cost proposal to Customer. Each Party will supply, in a timely manner, all
necessary engineering, management, technical, and other services, as well as cost and pricing information,
exhibits, designs, and plans related to the Program work, which it proposes to perform, so as to enable TASC to
fully respond to Customer's proposal requirements. Teammate will cooperate with TASC by providing such
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2.3.
2.4.
2.5.
2.6.
assistance as may be required during the pre-proposal, proposal and post-proposal stages, including, but not
limited to: (i) furnishing a binding proposal including management, technical and past performance manuscripts,
graphic material and cost and pricing data within reasonable timeframes identified by TASC to enable TASC to
timely respond to the Customer’s Solicitation; (ii) assuring the availability of management, pricing, and technical
personnel for Customer or other program related meetings; (iii) timely responding to all requests for data and
information, including without limitation, engineering, management, and technical data; and (iv) submitting
proposal clarifications within the time frames reasonably requested by TASC Teammate further agrees to work
diligently with TASC to arrive at acceptable prices to be submitted with the proposal. The supporting cost detail
for the proposed prices will be subject to all necessary and appropriate TASC and/or Government reviews and
audits.
TASC will identify Teammate as a proposed subcontractor and contributor to the proposal effort in the proposal
and in communications with the Customer for the areas of work set forth in Exhibit A.
TASC will keep Teammate informed concerning preparations for, and timing and status of, prime contract
negotiations. All contacts by Teammate with Customer pertaining to the proposal will be made through, or with
the prior consent of, TASC
The Parties recognize that, during the term of this Agreement, conditions relating to the Program may change
such as to dictate a change in the scope of the work set forth in Exhibit A in order to enhance the possibilities for
selection of TASC as prime contractor for the Program and Teammate as a subcontractor.
Therefore, after issuance of the Solicitation by Customer and prior to the submission of the proposal by TASC,
Teammate will, upon request of TASC, enter into good faith negotiations with TASC to revise Exhibit A to increase
or decrease the work hereunder. TASC agrees not to initiate such request, unless it has a good faith belief that
such is necessary, and will in such event advise Teammate of the basis for such belief. In the event, after such
TASC request, the Parties are unable to reach mutual agreement as to an appropriate revision to Exhibit A, either
Party may upon ten (10) days prior notice to the other Party terminate this Agreement, unless within such ten
(10) day period TASC withdraws the request or mutual agreement upon a revision is reached.
3. Exclusivity of Agreement
In view of the close cooperation which shall be required, the expenditures which shall be incurred and the necessity to
exchange confidential and proprietary business and technical information for the purpose of this Agreement,
Teammate agrees that during the term of this Agreement, Teammate shall not participate in any manner in the
preparation or submission of proposals or bids or any part thereof, by itself or by any third party, relating to or
competitive with the Program, or provide any services, data, information or other assistance to any third party in
furtherance thereof or enter into any agreement with any third party for the provision of services or equipment
relating to or competitive with the Program.
4.
Award of Contract
If TASC is selected by Customer as the prime contractor for the Program and the performance thereof requires the
services of Teammate, as set forth in Exhibit A, TASC will offer to Teammate a subcontract or other contractual
document for such services. It is anticipated that the subcontract type will be
. [Identify contract type: e.g.,
cost plus award fee, firm-fixed price, cost reimbursable]
4.1. Any such subcontract or changes or supplements thereto, shall be subject to applicable laws, regulations and
required or reasonably implied flow-down terms and conditions of the prime contract, mutual agreement on pricing
and other subcontract terms and conditions, and prior approval of Customer, if required.
4.2. TASC will exert all reasonable efforts to secure any such Customer approval.
4.3. Teammate will, in the event of the award to TASC of such prime contract, accept a subcontract to perform work and
render services in accordance with Exhibit A, subject to mutual agreement on prices and other terms and
conditions.
4.4. In the event mutually acceptable prices and other subcontract terms and conditions or a Letter Subcontract cannot
be negotiated by the Parties within a reasonable time, and in any event within sixty (60) days after award of the
prime contract to TASC, TASC shall have the right, upon ten (10) days prior notice to Teammate, to terminate this
Agreement and make other arrangements for the performance of the work in Exhibit A, in which case the rights and
obligations of both Parties under this Agreement will terminate pursuant to Article 5.9 below. This right is in
addition to other rights TASC may have hereunder or under applicable law. When exercising this right, TASC shall
be without further obligation to Teammate.
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5.
Termination
This Agreement and all rights and duties hereunder, except those under Articles 6 through 9 and 13 through 17, cease
and terminate upon the first of the following events to occur:
5.1. Any material change to Teammates’ capabilities or other attributes (e.g., size status) that is significant to the basis
on which TASC has entered into this Agreement, as reflected in the recitals to this Agreement;
5.2. TASC is responsible for developing the overall price-to-win strategy for this effort and the Teammate will exert its
best efforts to provide prices that fall within the win strategy set forth by TASC The prices submitted by the
Teammate during the initial proposal preparation and Best and Final Offer, if requested, are subject to the review
and approval of TASC If the Teammate’s prices are deemed to be non-competitive when compared to the win
strategy, and both Parties have negotiated in good faith, TASC reserves the right to unilaterally terminate this
Agreement;
5.3. Notice from the Customer that the Program has been canceled, or that the prime contract will not be awarded to
TASC;
5.4. The award to other prime contractor(s) to the exclusion of contracts for all or substantially all of the Program;
5.5. In the event TASC is awarded a prime contract for the Program, then either the Customer’s disapproval of award of
a subcontract to Teammate or direction by the Customer to utilize a subcontract source other than Teammate for
any of the anticipated scope of work as described in Exhibit A;
5.6. The failure of the Teammate to provide the assistance defined in Article 2, above, or provide such assistance in a
timely manner or of acceptable quality;
5.7. Mutual consent of both Parties by execution of a rescission agreement;
5.8. Execution by both Parties of a subcontract agreement for the Program as contemplated by this Agreement;
5.9. Ten days after the issuance of the written notice required by Article 4 when the Parties fail to consummate a
subcontract as contemplated herein;
5.10. Written notification of a decision by TASC not to submit a proposal for the Program;
5.11. A filing of a bankruptcy petition or other material adverse financial change by Teammate;
5.12. A written determination by TASC that Teammate has failed to mitigate an actual or potential Organizational Conflict
of Interest (OCI) pursuant to Article 24;
5.13. A written determination that either Party is ineligible to receive an award by being listed on the Consolidated List of
Debarred, Suspended and Ineligible Contractors; or
5.14. The expiration of two (2) years from the effective date hereof, provided, however, if the proposal has been
submitted and is under consideration by the Customer upon the expiration of the 2 year period, this Agreement
shall continue in force until terminated pursuant to one of the foregoing conditions.
6.
Proprietary Information
6.1. During the course of this Agreement, the Parties shall disclose and protect all proprietary and/or competition
sensitive information in accordance with the Non-Disclosure Agreement executed between the Parties on
_____________________[enter effective date of non-disclosure agreement], which is attached as Exhibit B and is
hereby incorporated herein. As a result of the execution of this Agreement, the Parties further agree that TASC may
disclose information disclosed under such Non-Disclosure Agreement to the U.S. Government in furtherance of the
Program, subject to the appropriate restrictive legends set forth in the FAR or DFARS, and, on a need-to-know
basis, to their other subcontractors and potential subcontractors on the Program subject to the same restrictions on
use and disclosure as are set forth in the Non-Disclosure Agreement. The obligations of the Non-Disclosure
Agreement shall survive the expiration or termination of this Agreement.
6.2. Each of the Parties will designate in writing one or more individuals within their own organization as their
representative(s) responsible to direct performance of the Parties' necessary functions.
6.2.1. The personnel named below shall have the responsibility to effectuate the requirements and responsibilities
of the Parties under this Agreement.
For TASC:
Name:
Email:
Phone:
For Teammate:
Name:
Email:
Phone:
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6.2.2.
Each representatives named above shall be those who have a need to know the information for purposes
directly relating to the Solicitation. Each representative who is granted access to proprietary and
confidential information shall be informed of their obligation to protect the information from unauthorized
use or disclosure as herein provided. Each employee of the Teammate who is granted access to TASC
proprietary and confidential information shall execute the individual nondisclosure agreement attached as
Exhibit C, and the Teammate shall provide a copy of each executed agreement to TASC. The Teammate
agrees that these individuals will not be permitted to participate in any other capture or proposal efforts of
any kind in which the Teammate participates as a subcontractor in response to the Solicitation.
7.
Classified Information
To the extent the obligations of the Parties hereunder require the handling or the access to classified U.S. Government
security information, the same shall be subject to the requirements set forth in the appropriate classification guides,
National Industrial Security Program Operating Manual (NISPOM), the Director of Central Intelligence Directives
(DCIDs) or Intelligence Community Directives (ICDs) and other classification guides, as applicable.
8.
Intellectual Property
Intellectual property developed under this agreement shall remain the property of the originating Party. In the event
of joint development, the Parties shall establish their respective rights in the intellectual property by negotiations
between the Parties. Each Party shall grant to the other Party the right to use its intellectual property necessary for
the other Party to participate in the preparation and submission of the proposal and any supplements thereto in
response to the Solicitation. It is recognized and agreed that the Parties may be required to, and shall, grant licenses
or other rights to the Customer to inventions, data, software and information as specified in the Solicitation or as
required by law. Such rights, which shall be identified in the resulting subcontract, shall not exceed those required by
the prime contract.
9.
Expenses
Except as otherwise set forth herein, or as may be mutually agreed by the Parties, and except for the compensation
which may be paid to the Parties in accordance with any such contracts and subcontracts, each Party shall bear all of its
own risks and expenses incurred in connection with this Agreement and the Program referred to herein including,
without limitation, its marketing, sales and proposal activities.
10. Relationship
The cooperation of the Parties contemplated by this Agreement is for the purpose of complementing their respective
capabilities so that Customer may best achieve the Program objectives. This Agreement shall not constitute, create, or
in any way be interpreted as a partnership, joint venture or formal business organization of any kind. This Agreement
does not establish any relationship of principal or agent; and neither Party shall have any power or authority to accept
on behalf of the other any offer, agreement, or contract, or to make, incur, contract or create any claim, promise,
guarantee, debt, obligation, expense or liability of any kind whatsoever in the name of, on behalf of or for the account
of the other Party. Nothing in this Agreement shall be construed as providing for the sharing of profits and losses of
either or both of the Parties. Except to the extent of a breach of this Agreement, neither Party shall acquire, by virtue
of this Agreement, any liability to the other Party for expenses, risks or liabilities incurred by the other Party.
11. Scope of Agreement
This Agreement shall relate only to the Program specified herein, and nothing herein shall be deemed to:
11.1. Confer any right or impose any obligation or restriction on either Party with respect to any other program effort or
marketing activity at any time undertaken by either Party hereto, jointly or separately; or
11.2. Preclude either Party hereto from soliciting or accepting a prime contract or subcontract from any third party prime
contractor (or subcontractor of any tier) under any other program or under this Program after termination of this
Agreement; or
11.3. Limit the rights of either Party to promote, market, sell, lease, license or otherwise dispose of its standard products
or services, except where such would conflict with the obligations of the Party under this Agreement.
12. Condition on Obligations
The obligations of either Party hereunder, including without limitation the obligations to prepare and submit any
proposal and to award or accept any subcontract, are subject to the following conditions:
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12.1. There shall be no litigation or proceeding pending or threatened against the Party or any of its officers or
employees (i) which is for the purpose of enjoining or otherwise restricting the activities contemplated by this
Agreement, or otherwise claiming that any such activity is improper, (ii) which would adversely affect the rights
and/or capabilities of the Party in respect of such activities, or (iii) which, in the judgment of an officer of either
Party, would make the continuation of such activities inadvisable.
12.2. Prior to the submission of any proposal or the award of any subcontract, there shall have been no material adverse
change in the financial condition or operational capabilities of either Party relating to the activities contemplated by
this Agreement, and there shall not have been any occurrence, circumstance or combination thereof which might
reasonably be expected to result in any material adverse change in the ability of either Party to perform the work
covered by such proposal or contemplated subcontract.
12.3. In the event of any occurrence or circumstance as set forth in Articles 12.1 and 12.2 above, each Party shall
provide written notice to the other within five (5) working days of knowledge of such occurrence or circumstance.
13. Indemnity
The employees of TASC and Teammate shall obey all pertinent rules and regulations of the other Party while on the
premises of the other Party, including those relating to the safeguarding of classified information. Each Party agrees to
indemnify and save harmless the other Party from and against all claims for damage to, or loss of use of, the other
Party's property; and injury or death of any of the other Party's employees or agents, to the extent any such damage,
injury or death is caused by any negligent act or omission to act of the indemnifying Party's employees or agents in
connection with performance under this Agreement.
14. Compliance with Law
The Parties shall comply with all federal, state and local laws and regulations including Executive Orders of the President
of the United States applicable to the effort contemplated under this Agreement.
14.1. Each Party hereto represents that it will comply with the United States Foreign Corrupt Practices Act in connection
with the performance of the activities contemplated by this Agreement.
14.2. The Parties further agree that they will not directly or indirectly pay, offer or authorize payment of anything of
value (either in the form of compensation, gift, contribution or otherwise) to any person, entity or organization
contrary to applicable law, including the laws of the United States, or which creates the appearance of impropriety.
14.3. Technical data exchanged hereunder may be subject to U.S. export control laws and regulations. Accordingly, the
Parties shall not transfer technical data received under this Agreement to any foreign person, country, foreign
subsidiary or parent corporation, without specific authorization from the disclosing Party and pursuant to an
appropriate U.S. Government agency license.
15. Governing Law
This Agreement shall be construed in all respects in accordance with, and any dispute arising hereunder shall be
governed by, the substantive and procedural laws of Virginia except, however, that choice of law provisions shall not
apply. The Parties waive any right to a jury trial.
16. Disputes
The Parties will attempt in good faith to resolve through good faith negotiations of any dispute, claim or controversy
arising out of or relating to this Agreement. If the Parties are unable to resolve such dispute, claim or controversy
through good faith discussions at the Program level, higher level management representatives from each Party shall
meet and attempt to resolve the dispute. Parties may exercise any right available under the law if the disputes cannot
be resolved through good faith negotiations. No provision of this Agreement shall prevent either Party from exercising
any right available under the law if (a) good faith efforts to resolve the dispute have been unsuccessful, or (b) interim
relief from a court or other adjudicative body is necessary to prevent series an irreparable injury.
17. Limitation of Liability
Neither Party shall be liable to the other for any indirect, incidental, special or consequential damages, however caused,
whether as a consequence of the negligence of the one Party or otherwise.
18. Publicity
No releases shall be made to the news media or the general public relating to this Agreement without the prior written
approval of the other Party, which approval shall not be unreasonably withheld. The Parties further agree that news
releases made by either of them shall recognize the participation and contributions of the other Party.
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19. EmployeeEmployee Solicitation
Except as otherwise agreed to in writing, Teammate and TASC shall not actively recruit or otherwise induce the other
Party’s employees to accept employment with the other Party during the period of performance of this Agreement,.
However, this Article 19 shall not restrict in any way the right of either Party to solicit generally in the media for
personnel or restrict employees of either Party from pursuing, on their own initiative, employment opportunities with the
other Party.
20. Assignments
Neither Party shall assign or transfer any of its rights or obligations hereunder in whole or part without the prior
written consent of the other Party, except to another U.S. corporate division or affiliate of the Party so long as
sufficient assets, personnel and other resources necessary to perform the obligations hereunder remain available. Any
consent required under this clause shall not be unreasonably withheld.
21. Severability
If any provision of this Agreement or part of such provision is or becomes invalid or unenforceable, then the remaining
provisions hereof shall continue to be effective. Nothing in this Agreement shall be construed as requiring any Party to
take any action which is prohibited under any applicable governmental laws or regulations, or as prohibiting any Party
from complying with such laws or regulations.
22. Waivers
No waiver by a Party of any of its rights or remedies shall be construed as a waiver by such Party of any other rights or
remedies that such Party may have under this Agreement.
23. Notices
All notices or communications (other than normal business communications) required by this Agreement or desired to
be given hereunder, shall be in writing addressed as follows, and given by certified or registered mail, return receipt
requested, or an overnight mail service that confirms delivery and shall be deemed to be given when received.
If to TASC:
TASC, Inc.
Attention: (Name)
(Address)
(City, State, Zip Code)
If to Teammate:
(Legal Name of Teammate)
Attention: (Name)
(Address)
(City, State, Zip Code)
24. Absence of Organizational Conflicts of Interest
An OCI is defined by FAR Part 9.5 or through contract specific OCI clauses. To avoid OCI concerns by the Customer,
TASC requires Teammate to evaluate its existing and past contracts not only for actual OCIs with the Program, but
also for potential OCIs and for the appearance of OCIs.
24.1. Within ten (10) days of the release of the Customer’s solicitation for the Program, Teammate will notify TASC of all
actual OCIs, potential OCIs, or the appearance of OCIs with their current and past contracts that might cause the
TASC team to be disqualified from receiving an award. TASC will consider OCI Mitigation Plans submitted by
Teammate as a possible means of addressing any actual OCI, potential OCI, or the appearance of OCI; however,
TASC retains the exclusive right to determine if such a Mitigation Plan provides adequate protection of TASC’s
interest in the Program.
24.2. Teammate is required to certify, in its proposal to TASC for the Program that: (i) Teammate has conducted a
thorough OCI review of its current and past contracts to determine if an actual OCI or the appearance of an OCI
would be created if Teammate receives a subcontract award under the Program; and (ii) Teammate has no reason
to believe the Customer will contend that Teammate has an OCI that would disqualify TASC from proposing for or
performing on the Program.
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25. Customer Request
The content of this Agreement may be made known to appropriate Customer representatives by either Party, if
requested. Nothing contained herein is intended to affect the rights of the Customer to negotiate directly with either
Party hereto on any basis the Customer may desire.
26. Entire Agreement
This Agreement contains the entire understanding between the Parties and is the complete and exclusive expression of
the Agreement between the Parties with respect to the Program. This Agreement supersedes all prior or
contemporaneous communications, agreements or understandings between the Parties on the subject matter of this
Agreement. A modification to this Agreement may only be made in writing and must be signed by authorized
representatives of both Parties.
Intending this Agreement to be a fully binding and legally enforceable contract, the Parties hereto, by and through their
duly authorized representatives, execute this Agreement.
Legal Name of Teammate:
By:
Name:
Title:
Date:
TASC, Inc.
By:
Name:
Title:
Date:
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OPTIONAL PARAGRAPHS FOR TEAMING AGREEMENT (add or delete)
Payment for Proposal Effort
In the event a Prime contract is awarded to TASC for the Program, TASC may elect payment to the Teammate of an amount
not to exceed $TBD for the Teammate’s proposal effort, including travel and per diem. This shall be subject to the TASC’s
verification of hours expended and audit of rates applicable thereto. Payment by TASC of said amount shall constitute a
complete settlement and release of the TASC’s obligation under the provisions of this Agreement, except for paragraph 6
hereof.
Unique Resumes
Resumes provided by the Teammate shall not be provided to other proposal activities for the same Program.
Key Personnel
Designation of key personnel, if appropriate, will be accomplished only after receipt of a final Solicitation and after discussion
between TASC and its team members.
OPTIONAL LANGUAGE FOR SMALL BUSINESS
If the Teammate is a small business, you should include the Teammate’s size and/or disadvantaged business status in the
“whereas” clauses and also include the following additional clause in the Agreement
Acquisition of Small Business Subcontractors by Large Businesses
TASC policy is to provide maximum practical opportunities in its subcontracting activities to small business, veteranowned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged
business, and women-owned small business concerns. Teammate’s current status is material to TASC’s decision to
execute this Agreement. If, during the period of performance of this Agreement, Teammate is acquired by or merged with
a large business, the Parties agree that TASC may unilaterally reduce the role(s) and level of participation by the
Teammate under this Agreement, up to and including termination of the Agreement. This obligation will be carried forward
into any subcontract that results from this Agreement.
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EXHIBIT A
DESCRIPTION OF WORK
This Exhibit sets forth the Parties' understanding of how the Program work scope is expected to be shared between the
Parties. Because the specific requirements of the Customer are not firm at this time and may change, the Parties
recognize and agree that this Exhibit A contains their objectives and goals, but does not represent a guaranteed minimum
amount of work for Teammate. The actual amount of work for Teammate will be a result of the amount and type of work
awarded by the Customer to TASC and how it relates to Teammate's areas of responsibility contained in Exhibit A and its
qualifications, expertise and cost competitiveness.
In recognition of the above, the following shall apply:
I.
Background
May also be identified as the “Introduction,” this section provides information needed to acquaint the reader with the
basic acquisition situation. The background information should:

Identify the requirement in general terms;

Describe why the project is being pursued and how it relates to other projects

Summarize any statutory authority or regulations affecting the overall requirement; and

Identify any background materials attached to the SOW.
II. Scope
Provide a statement of what TASC expects to accomplish under the Program - the breadth and limitations of the
contract effort. It should not include specific work tasks or a description of deliverable products.
III. Objectives
This section should provide a concise overview of the contract effort goals and objectives; and how the results or end
products or services will be used.
IV. Project/Task Objectives and Requirements
Sometimes identified as “Requirements” or “Work Requirements,” this section defines the specific tasks for which the
subcontractor will be expected to have responsibility. The description of task requirements will depend on the approach
that is selected to describe the required effort.

For a detailed statement of work (“SOW”), this section describes how the effort must be accomplished. It may
include precise measurements, tolerances, materials, quality control requirements, and other government
requirements that control the processes of the subcontractor.

For a Performance-Based Work Statement, this section describes requirements in terms of results required
rather than the methods for completing the work. This latitude will permit the subcontractor to develop new and
innovative ways to complete those tasks.

For a Level of Effort SOW, this section identifies all tasks that must be performed and the hours to be devoted to
each task.
This section must describe requirements in a way that permits subcontractor personnel to perform the effort without
direct government or TASC supervision. Subcontractor personnel must not be subject to the type of supervision and
control usually prevailing between TASC and its employees. For example, an SOW may permit TASC to approve key
personnel, but must not permit TASC to approve all personnel performing the service. The SOW should also not include
words that appear to indicate that TASC is managing day-to-day operations.

Specify requirements clearly so that all readers can understand them.

Reference the applicable specifications and standards needed.

Tailor specifications and other documents for the specific effort.

Separate general information from direction.
V. Deliverables (if known)
This section should clearly state:

What the subcontractor must deliver (e.g. service, reports, items). If different tasks have different delivery
requirements, they must be clearly identified.
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


When the subcontractor must deliver. This may be stated using actual dates, days after contract award, or using
some other method that clearly marks the required delivery date.
Where the subcontractor must deliver the service. This may be stated as a location, an organization, a person
identified by position (e.g., TASC Buyer’s Representative, a person identified by name or using some other
description.
What documentation (if any) the subcontractor must obtain from TASC to verify TASC’s receipt and acceptance.
VI. TASC or Government-Furnished Property
This section identifies any TASC or customer furnished property provided to the subcontractor, such as material,
equipment, or information. Before offering to provide any property, make sure that it will be available when required,
where required, and in the condition required by the contract. Failure to meet these requirements often leads to a
subcontractor claim for an equitable adjustment to contract price, delivery, or other requirements.
VII. Security
This section identifies any unique security requirements associated with Program performance (when applicable). These
requirements may include, but are not limited to, such items as:

Special pass or identification requirements;

Special security clearance requirements; or

Special escort requirements.
VIII. Place of Performance
This section identifies where the contract effort will be performed. If performance will occur at multiple government or
TASC locations, this section must indicate which tasks must be completed where. If performance will be at the
subcontractor’s facility, the SOW need only state that the effort will be accomplished at the subcontractor’s facility.
IX. Cost or Method of Compensation
In this section, describe in detail how the supplier will be compensated. This will in large part be determined by the
contract type. Whenever feasible, a firm-fixed price should be established and tied to specified deliverables and due
dates. If use of a Level-of-Effort or T&M type agreement is necessary, a defined method for monitoring and measuring
supplier performance should be established at the outset.
NOTE: T&M and Labor Hour contracts place maximum risk and exposure on TASC and provide little (if any)
incentive for a supplier to be productive and work efficiently since the Supplier is making profit on every hour
worked.
X. Additional Terms and Conditions
In this section include any additional, special terms and conditions (flow-downs) specific to this requirement.
XI.
Communications

Supplier understands that no one other than the assigned Subcontracts Administrator having authority for this
procurement is authorized in any way, expressly or by implication, to commit or obligate TASC, or to instruct a
subcontractor to make any changes in an existing commitment. If such as request is received, the
Subcontractor will contact the responsible Subcontracts Administrator identified below for authorization before
proceeding.

Name

Email

Telephone Number
XII. Pre-Proposal Phase (Optional)
a) Both TASC and the Teammate shall pay their own pre-proposal expenses.
b) The Teammate shall actively participate as a Team Member on TASC’s pre-proposal team. This means
knowledgeable personnel with direct relevant experience and expertise will be available to actively participate in
various business capture activities as requested by TASC. Activities may include strategy sessions, team
meetings, planning sessions, and progress reviews.
c) The Teammate shall provide assistance to TASC in working with the Customer to understand requirements,
concerns, and issues that may be addressed in the final RFP as requested by TASC.
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As of 09/17/2010
d) The Teammate will coordinate with TASC to make Customer visits dealing with this opportunity, and will share
insights and results of these visits with TASC.
XIII. Proposal Phase (Optional)
a) Both TASC and Teammate shall pay their own proposal expenses.
b) The Teammate shall actively participate as a team member on TASC’s team.
a. This means that knowledgeable, cleared, if necessary, qualified personnel with direct relevant experience
and expertise will be available to actively participate in writing and supporting the development of portions
of the proposal management, technical and cost volumes as requested by TASC. Senior technical and
management personnel may also be requested to support proposal reviews and editing.
c) Proposal development support shall occur primarily in a TASC facility.
d) Proposal participation shall include unless otherwise agreed upon, in writing, by TASC, the following individuals
or functions:
a. TBD
b. TBD
c. TBD
e) If the exact identification of positions is TBD, then TASC will request the Teammate to provide candidate
resumes that support the functions as defined and subject to availability of qualified candidates; continued
adequate performance by Teammate; any Customer approvals, if required, and mutually agreeable competitive
costs; Teammate will have these individuals available to participate in the proposal.
f) The Teammate will assist in the preparation and delivery of oral presentations if required.
g) Related project past performance write-ups, company capability descriptions, competitive pricing data, and
technical data shall be provided in the format and timeframe requested by TASC, in accordance with the
submission requirements in the Customer’s final RFP for this Solicitation.
h) If requested by TASC, detailed cost and pricing data which the Teammate considers Proprietary shall be
provided to TASC, Inc in a sealed package for submission to the cognizant Government representative in
conjunction with the TASC, Inc Prime proposal submission
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Teaming Agreement
CO-F1069, Revision C
As of 09/17/2010
EXHIBIT B
Non-Disclosure Agreement executed DATE is attached hereto.
© 2010 TASC, Inc. | TASC Proprietary
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