[{"data":1,"prerenderedAt":498},["ShallowReactive",2],{"document-non-exclusive-teaming-agreement-D12836":3},{"document":4,"label":22,"preview":11,"thumb":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":166,"customdescription":6,"mdFm":167,"mdProseHtml":497},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":21},"NON-EXCLUSIVE TEAMING AGREEMENT This Non-exclusive Teaming Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [TEAM LEADER NAME] (the \"Team Leader\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Team Member \"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS (hereinafter called the \"Customer\") has issued [is planning to issue] a solicitation (hereinafter called the \"Solicitation\") for [PURPOSE] ; WHEREAS the Team Leader and the Team Member, (hereinafter called \"the Parties\"), because of their diverse capabilities, have determined that they would benefit from a Teaming Agreement for the purpose of competitively responding to the Solicitation, to develop the best technical and management approaches fully responsive to the requirements of the Customer; WHEREAS the Parties wish to establish a cooperative and supportive team in which each will devote adequate skilled manpower, capital equipment, facilities, and other resources to timely support the objectives of this Teaming Agreement; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: DEFINITIONS \"Customer\" means one who buys goods and/or services. \"Teaming Arrangement\" means the business relationship between Team Leader and Team Member, established pursuant to this agreement. \"Workshare\" means allocation of work between the Parties developed by the Parties as each initiative is developed. \"Business Initiative\" means a bona-fide business opportunity described by a Statement of Work and with potential customers or markets identified and a general statement of the roles envisioned for each Party. The Party proposing the Business Initiative pledges to expend effort to research, develop, and otherwise pursue that Business Initiative. A Business Initiative must be signed by both Parties and must identify which Party is the proposing Party. PURPOSE AND FORMATION OF TEAMING AGREEMENT The purpose of this agreement is to establish a non-exclusive teaming relationship by merging resources between the Parties for the express purpose of pursuing specific Business Initiatives. Nothing in this Agreement shall constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind. The Parties shall remain independent contractors at all times, and no Party shall act as the agent for the other. The rights and obligations of the Parties shall be limited to those expressly set forth herein. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both of the Parties. Neither Party will be liable to the other for any of the costs, expenses, risks, or liabilities arising out of the other's efforts in connection with the performance of this Agreement. The Teaming Agreement shall apply only to opportunities specifically agreed to by the Parties on a case-by-case basis. The Parties shall identify, in Exhibit A, any projects in which the Parties are potentially discussing teaming arrangements pursuant to this agreement. For each of the projects identified in Exhibit A, the Parties shall seek to work toward a mutually acceptable agreement, for a period not to exceed two years from the date of this agreement for each project. Unless and until a business agreement between the Parties is reached for any the projects identified in Exhibit A, there shall be no obligation to partner with the other party or to provide remuneration or otherwise provide compensation to the other party. Any business agreements between the Parties shall identify the details of the Business Initiative; the details shall include at a minimum the elements stated in Exhibit A. Other information may be included if available such as: other commercial entities involved down through the second tier, estimated revenue and employment calculations, outline of partnership arrangement, and may include contract number, specific buying office address, POC and any other pertinent documentation. No modification to this Agreement may be made without the consent in writing of all Parties hereto. Should any provisions contained in this Agreement be found to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall not be affected thereby. TERM, TERMINATION AND BREACH OF THIS AGREEMENT This agreement, except for Section 7, shall expire [NUMER OF YEARS] years from the date of this agreement with year-to-year options thereafter unless terminated earlier by one of the following events: Written agreement by the Parties to terminate this agreement, or If any team member petitions for bankruptcy or reorganization under bankruptcy laws, or makes an assignment of the benefit of creditors, or The Government's debarment or suspension of any team member which would preclude any team member's participation in contracts with the Government, or By written notification by either party. If any Party breaches or defaults any of the provisions of this Agreement, the other Parties may provide written notice of such breach in accordance with the NOTICES provision of this agreement. If said Party does not cure its performance within 15 days from the date it receives notice, then any time after the expiration of such cure period, the non-breaching Party may give written notice to the other(s) of its election to terminate this Agreement. Should there be any dispute arising under or related to this Agreement, such dispute may be resolved as provided under provisions of the Alternate Disputes Resolution process as defined by this Agreement. In the event that this Agreement is terminated, any contracts or subcontracts resulting from efforts under this Agreement shall remain in effect, subject to the terms and conditions therein. PARTIES RESOURCES Contracts that result from a Business Initiative will express the responsibility of each Party for providing the resources necessary to perform the contract. MARKETING EFFORT Roles During the course of this Agreement, the Parties shall be responsible for and reasonably cooperate in planning and executing the Business Initiatives. Both Parties shall share marketing intelligence and shall identify specific opportunities and determine appropriate strategies to acquire contracts for the Business Initiatives under this Agreement. Parties shall use their best efforts to secure prime contracts for the Business Initiatives and Parties shall support and assist each other in securing subcontracts for the defined Business Initiatives. Marketing Expenses 5.2.1 Each Party shall be solely responsible for their own marketing expenses. Both Parties will make their best efforts to have personnel available for presentations, meetings, site visits, and other activities pursuant to the Business Initiatives. Status Information 5.3.1 Each party shall keep the other party informed as to the status of all marketing and sales issues, activities, and opportunities relating to potential Business Initiatives during the term of this Agreement. Customer Contacts 5.4.1 The Party bringing the Business Initiative to this agreement shall be responsible, unless otherwise agreed to by the Parties, for all communication with prime contract customer contacts, whether in person, in writing, by phone, or by other means. If communications are initiated by the Customer directly with the Party not bringing the Business Initiative, that Party will coordinate responses with the Party who proposed the Business Initiative. 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WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[93,95],{"label":18,"url":94},"business-legal-agreements",{"label":18,"url":94},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":9,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":112},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":121,"description":6},"subcontract agreement",[123],{"label":124,"url":125},"Consultant & Contractors","consulting-contractor-business","/template/subcontract-agreement-D172",{"description":128,"descriptionCustom":6,"label":129,"pages":130,"size":131,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":136,"keywords":139,"url":140},"RESELLER AGREEMENT This Reseller Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RESELLER NAME] (the \"Reseller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Company products (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Products Covered Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Products; provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Products to any Sub-reseller, and Products are further resold, the final end-user may not receive Company warranty or technical support. Sales Outside Territory Reseller shall in no way market, distribute, export, sell, lease or install Company Products outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF RESELLER Marketing and Product Support Reseller shall use reasonable efforts to market and sell Company Products in the Territory and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. Reseller shall not, without prior written authorization from Company, resell Company Products in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any product from Reseller. Advertising Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Customer Support and Service Reseller Shall: Supply Company with such data as Company requests regarding Reseller's sales to customers for Company's own reporting purposes; Participate fully in Company campaigns to notify customers of any retrofit or recall of Company Products; Use only Company-approved spare parts for any repair, servicing and maintenance of Company Products it provides under warranty; Comply with laws and regulations applicable to \"used\" or returned merchandise and never refurbish, place in inventory, or resell as \"new\" any Company Products returned to Reseller for post-sale repair; and Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Company directly, the use of Company's Return Merchandise Authorization (\"RMA\") procedures. Observance of Company Policies Company will keep Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, Reseller agrees to simultaneously purchase from Company the Products set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Reseller's Warehouse All Products shipped to Reseller shall be maintained in Reseller's warehouse facility in [STATE/PROVINCE] and shall be insured against any damage or loss. The Products purchased in the Initial Purchase shall be shipped to such warehouse. Security Interest Reseller agrees that all Products sold to Reseller hereunder shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Products. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] (\"[SPECIFY]\") to Reseller. Reseller will not sell, offer for sale or solicit sales for products of any [SPECIFY] manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Supply of Company Products Company shall endeavor to manufacture, assemble and ship Company Products to Reseller in a timely manner. Should shortages occur, Company may allocate its production as it deems appropriate, may delay or stop shipments, and may send partial shipments with prior notice. Company shall not be liable to Reseller for any failure to supply quantities of Company Products agreed upon with Reseller. Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY PRODUCTS Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Products during the term of this Agreement. Media for Orders Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Products commences, whichever occurs first. Orders Reseller may deliver a Purchase Order to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the Purchase Order by Company. Company shall accept all Purchase Order's by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each Purchase Order shall be deemed an offer by Reseller to purchase the Company Products listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the Purchase Order and this Agreement. If a conflict arises between the two, this Agreement shall take precedence.","Reseller Agreement","18",134,"https://templates.business-in-a-box.com/imgs/1000px/reseller-agreement-D5202.png","https://templates.business-in-a-box.com/imgs/250px/5202.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5202.xml",{"title":6,"description":6},[137,138],{"label":18,"url":94},{"label":18,"url":94},"reseller agreement","/template/reseller-agreement-D5202",{"description":142,"descriptionCustom":6,"label":143,"pages":144,"size":145,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":150,"keywords":152,"url":153},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[151],{"label":124,"url":125},"independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":155,"descriptionCustom":6,"label":156,"pages":144,"size":9,"extension":10,"preview":157,"thumb":158,"svgFrame":159,"seoMetadata":160,"parents":162,"keywords":161,"url":165},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":161,"description":6},"service agreement",[163,164],{"label":18,"url":94},{"label":18,"url":94},"/template/service-agreement-D12711",false,{"seo":168,"reviewer":178,"legal_disclaimer":182,"quick_facts":183,"at_a_glance":185,"personas":189,"variants":213,"glossary":240,"clauses":273,"how_to_fill":324,"common_mistakes":360,"faqs":385,"industries":413,"comparisons":430,"diy_vs_lawyer":442,"jurisdictions":455,"related_template_ids_curated":476,"schema":484,"classification":485},{"meta_title":169,"meta_description":170,"primary_keyword":171,"secondary_keywords":172},"Non Exclusive Teaming Agreement Template | BIB","Free non exclusive teaming agreement template for joint bids and project collaborations. Covers roles, IP, confidentiality, and exclusivity limits.","non exclusive teaming agreement template",[21,173,174,175,176,177],"teaming agreement template word","teaming agreement contract","joint bid agreement template","contractor teaming agreement","government teaming agreement template",{"name":179,"credential":180,"reviewed_date":181},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":184,"legal_review_recommended":182,"signature_required":182,"notarization_required":166},"medium",{"what_it_is":186,"when_you_need_it":187,"whats_inside":188},"A Non Exclusive Teaming Agreement is a legally binding contract between two or more companies that agree to collaborate on a specific bid, proposal, or project opportunity while each retaining the freedom to pursue other opportunities independently — including with competing teams. This free Word download is fully editable online and can be exported as PDF for immediate use on government bids, commercial proposals, or multi-party project pursuits.\n","Use it when you are joining forces with another company to compete for a specific contract or project but neither party wants to be locked into an exclusive relationship. It is most commonly triggered before submitting a joint bid to a government agency, prime contractor, or commercial client.\n","Party roles and responsibilities, the specific opportunity being pursued, non-exclusivity provisions, IP ownership and licensing, confidentiality obligations, cost allocation and compensation terms, term and termination conditions, and governing law.\n",[190,194,198,202,206,210],{"title":191,"use_case":192,"icon_asset_id":193},"Government contractors","Teaming with a subcontractor to pursue a federal or state procurement","persona-contractor",{"title":195,"use_case":196,"icon_asset_id":197},"Technology companies","Partnering with a complementary software or hardware firm for a joint RFP response","persona-startup-founder",{"title":199,"use_case":200,"icon_asset_id":201},"Professional services firms","Joining a consulting or engineering team to bid on a large infrastructure project","persona-professional-services",{"title":203,"use_case":204,"icon_asset_id":205},"Small business owners","Teaming with a larger prime contractor to access contracts above their capacity","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"Operations directors","Formalizing a joint pursuit arrangement before committing shared proposal resources","persona-operations-director",{"title":211,"use_case":212,"icon_asset_id":197},"Startup founders","Accessing enterprise clients by teaming with an established channel partner",[214,218,221,225,229,233,236],{"situation":215,"recommended_template":216,"slug":217},"Both parties want to restrict each other from teaming with competitors on the same bid","Exclusive Teaming Agreement","non-exclusive-teaming-agreement-D12836",{"situation":219,"recommended_template":85,"slug":220},"A formal ongoing joint venture is planned beyond a single bid","joint-venture-agreement-D889",{"situation":222,"recommended_template":223,"slug":224},"Only sharing confidential information before deciding whether to team","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",{"situation":226,"recommended_template":227,"slug":228},"The opportunity has been won and work is ready to begin","Subcontractor Agreement","subcontract-agreement-D172",{"situation":230,"recommended_template":231,"slug":232},"Collaborating on a product or service with shared revenue rather than a bid","Strategic Alliance Agreement","strategic-alliance-and-supply-agreement-D5205",{"situation":234,"recommended_template":129,"slug":235},"A reseller or referral arrangement rather than joint delivery","reseller-agreement-D5202",{"situation":237,"recommended_template":238,"slug":239},"Two parties sharing IP contributions under a joint development structure","Joint Development Agreement","joint-development-agreement-standard-D887",[241,243,246,249,252,255,258,261,264,267,270],{"term":60,"definition":242},"A contract in which two or more companies agree to collaborate on pursuing and performing a specific opportunity, defining each party's role and obligations.",{"term":244,"definition":245},"Non-Exclusivity Clause","A provision expressly stating that neither party is prevented from independently pursuing the same or competing opportunities with other partners.",{"term":247,"definition":248},"Prime Contractor","The party that holds the primary contract with the client and bears direct accountability for performance, typically also leading the proposal effort.",{"term":250,"definition":251},"Subcontractor","A party engaged by the prime contractor to perform a defined portion of the work under the prime's oversight and contractual responsibility.",{"term":253,"definition":254},"Scope of Work","A detailed description of the tasks, deliverables, and responsibilities each party commits to perform under the teaming arrangement.",{"term":256,"definition":257},"Opportunity","The specific bid, solicitation, RFP, or project pursuit that the teaming agreement is structured to address.",{"term":259,"definition":260},"Intellectual Property (IP)","Proprietary inventions, software, data, processes, or materials that either party brings into or creates during the collaboration.",{"term":262,"definition":263},"Background IP","Intellectual property owned by a party prior to the teaming arrangement, which is licensed — not transferred — to the other party for use in the collaboration.",{"term":265,"definition":266},"Foreground IP","New intellectual property created jointly or by one party specifically in the course of the teaming collaboration, the ownership of which must be expressly allocated.",{"term":268,"definition":269},"Proposal Costs","Expenses incurred by each party in preparing a joint bid or proposal, including labor, materials, and filing fees, typically borne by each party independently unless agreed otherwise.",{"term":271,"definition":272},"Teaming Partner","Any company that is party to the teaming agreement, regardless of whether it serves as prime or subcontractor in the resulting arrangement.",[274,279,284,289,294,299,304,309,314,319],{"name":275,"plain_english":276,"sample_language":277,"common_mistake":278},"Parties, Recitals, and Opportunity Definition","Identifies both parties by legal name, describes the specific opportunity being pursued, and confirms the intent to collaborate on it.","This Non Exclusive Teaming Agreement ('Agreement') is entered into as of [DATE] by and between [PRIME COMPANY LEGAL NAME] ('Prime') and [SUBCONTRACTOR LEGAL NAME] ('Subcontractor') for the purpose of pursuing [OPPORTUNITY NAME / RFP NUMBER] issued by [CLIENT NAME] ('Opportunity').","Describing the opportunity vaguely — writing 'government defense contracts' instead of naming the specific solicitation. A vague definition creates disputes about whether subsequent bids are covered by the same agreement.",{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"Non-Exclusivity Provision","Expressly states that neither party is prohibited from independently pursuing the same opportunity or related work with third parties, either alone or through other teams.","Nothing in this Agreement shall prevent either party from independently pursuing the Opportunity or similar opportunities, or from entering into teaming, subcontracting, or other arrangements with third parties in connection with the Opportunity or any other business.","Omitting this clause entirely and relying on the agreement's title to imply non-exclusivity. Courts interpret contracts based on their text, not their titles — a missing non-exclusivity clause can be read as exclusive.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Roles and Responsibilities","Defines which party serves as prime contractor and which as subcontractor, and outlines each party's scope of work and contributions to the proposal and project.","[PRIME COMPANY] shall serve as Prime Contractor and shall be responsible for [PRIME RESPONSIBILITIES]. [SUBCONTRACTOR] shall be responsible for [SUBCONTRACTOR RESPONSIBILITIES] as more fully described in Exhibit A.","Defining roles only for the proposal phase without addressing what happens if the contract is awarded — leaving subcontractor work scope undefined at the critical moment it matters most.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Proposal Development and Costs","Allocates responsibility for preparing the joint bid, states who leads proposal writing, and confirms each party bears its own proposal costs unless agreed otherwise.","Each party shall bear its own costs incurred in connection with the development, preparation, and submission of the proposal for the Opportunity. [PRIME COMPANY] shall have final authority over the content and submission of the proposal.","No cost-allocation clause at all. If the bid is unsuccessful and one party spent significantly more than the other, a dispute over reimbursement has no contractual basis to resolve it.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Intellectual Property Ownership","Distinguishes background IP (each party's pre-existing property) from foreground IP (jointly or newly created during the collaboration) and allocates ownership or licensing rights for each.","Each party retains ownership of its Background IP. Background IP is licensed to the other party solely for use in connection with the Opportunity. Foreground IP created jointly shall be owned [jointly / by PRIME / by SUBCONTRACTOR] as specified in Exhibit B.","Treating all IP as jointly owned by default without a licensing-back provision. Joint ownership without a usage license means neither party can use the jointly owned IP without the other's consent, which is operationally unworkable.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Confidentiality","Requires each party to protect the other's confidential information disclosed during the collaboration and restricts its use to the purpose of the teaming arrangement.","Each party ('Receiving Party') agrees to keep confidential all non-public information disclosed by the other party ('Disclosing Party') in connection with this Agreement and to use such information solely for the purpose of pursuing the Opportunity.","No survival clause on confidentiality. Without it, confidentiality obligations expire when the agreement terminates — exposing sensitive pricing, technical data, and client strategies after the relationship ends.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Term and Termination","Sets the agreement's duration — typically until award of the contract or a defined date — and provides for early termination by either party with written notice or upon specified trigger events.","This Agreement shall commence on the Effective Date and continue until the earlier of: (a) award and execution of a prime contract for the Opportunity; (b) written notice by either party of withdrawal from the pursuit; or (c) [DATE]. Either party may terminate this Agreement upon [30] days' written notice.","No automatic termination upon contract award — leaving the teaming agreement technically active after a subcontract is signed, creating ambiguity about which document governs the ongoing relationship.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Limitation of Liability","Caps each party's financial exposure to the other for claims arising under the agreement, typically excluding liability for breaches of confidentiality or IP obligations.","Neither party shall be liable to the other for indirect, incidental, consequential, or punitive damages arising out of this Agreement. Each party's total liability shall not exceed the amount of proposal costs actually paid by the claiming party under this Agreement.","Applying the liability cap to confidentiality and IP breaches as well as general claims. Courts expect these to carry uncapped exposure — a cap on IP or confidentiality breaches can make the clauses commercially meaningless.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"No Obligation to Award Subcontract","Confirms that the prime contractor is not obligated to award any portion of the work to the subcontractor if the bid is won, and that no employment or agency relationship is created.","Nothing in this Agreement obligates [PRIME COMPANY] to award any subcontract to [SUBCONTRACTOR] in connection with the Opportunity. This Agreement does not create a partnership, joint venture, or agency relationship between the parties.","Omitting this clause and allowing implied-obligation arguments. Without it, a successful prime can face a breach claim from the subcontractor if it decides to self-perform or select a different subcontractor after award.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose law governs the agreement and the mechanism for resolving disputes — litigation, arbitration, or mediation.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-law principles. Any disputes arising hereunder shall be resolved by [binding arbitration / mediation followed by litigation] in [CITY], [STATE].","Choosing a governing law with no connection to either party's operations or the contracting authority's jurisdiction. Mismatched governing law can complicate enforcement and create unexpected regulatory obligations.",[325,330,335,340,345,350,355],{"step":326,"title":327,"description":328,"tip":329},1,"Identify both parties by full legal name","Enter the registered legal name, entity type, and state or country of formation for both the prime contractor and the subcontractor. Do not use trade names or DBAs in the parties block.","Confirm the legal name against a current certificate of good standing — a dissolved or improperly named entity makes the contract unenforceable against that party.",{"step":331,"title":332,"description":333,"tip":334},2,"Define the specific opportunity in detail","Name the exact solicitation, RFP number, contracting authority, and expected submission deadline. The more precisely the opportunity is defined, the cleaner the agreement's scope.","Attach the RFP cover page or solicitation summary as Exhibit A to anchor the opportunity definition and prevent scope disputes later.",{"step":336,"title":337,"description":338,"tip":339},3,"Assign prime and subcontractor roles explicitly","State which party is the prime contractor and which is the subcontractor, and summarize each party's responsibilities in the body of the agreement. Detail the full scope of work in a separate exhibit.","If roles are symmetrical — two co-primes on a joint proposal — label both as 'Co-Prime' and allocate lead responsibilities for specific deliverables to each.",{"step":341,"title":342,"description":343,"tip":344},4,"Draft the non-exclusivity clause in plain terms","State expressly that neither party is restricted from pursuing the opportunity independently or with other teams. Do not rely on the agreement's title to imply non-exclusivity — put it in the text.","If you do want to impose any limited exclusivity — such as restricting the subcontractor from teaming with a specific named competitor — carve it out explicitly rather than relying on the general non-exclusivity language.",{"step":346,"title":347,"description":348,"tip":349},5,"Allocate IP ownership for background and foreground IP","List each party's key background IP contributions that will be used in the proposal or project. Decide now whether foreground IP will be owned by the prime, the subcontractor, or jointly — and document the decision in Exhibit B.","Default to prime ownership of foreground IP for government contracts where the contracting authority may impose usage rights on the entire development anyway.",{"step":351,"title":352,"description":353,"tip":354},6,"Set the term and termination triggers","Enter the effective date, specify the end trigger (contract award, a fixed date, or written withdrawal), and include a notice period for voluntary termination of 15 to 30 days.","Include an automatic termination clause if the opportunity is cancelled, the solicitation is withdrawn, or the prime decides not to bid — these are common outcomes that should not require formal notice to close the agreement.",{"step":356,"title":357,"description":358,"tip":359},7,"Sign before submitting the proposal","Both authorized signatories must sign before the joint proposal is submitted. Execution after submission weakens the agreement's standing and may leave proposal-phase IP and cost contributions unprotected.","Use a digital signature platform that timestamps execution and stores a countersigned copy automatically — teaming agreements are routinely referenced months or years later during contract performance disputes.",[361,365,369,373,377,381],{"mistake":362,"why_it_matters":363,"fix":364},"Omitting the non-exclusivity clause from the body text","A contract that is titled 'non exclusive' but contains no express non-exclusivity provision may be interpreted as exclusive by a court applying rules of strict textual construction. The subcontractor or prime can be held to have breached by pursuing other teams.","Include a standalone paragraph expressly stating that neither party is restricted from pursuing the opportunity or similar opportunities with third parties, and confirm this right survives termination.",{"mistake":366,"why_it_matters":367,"fix":368},"No subcontract award obligation disclaimer","Without an express clause confirming the prime is not obligated to award a subcontract upon winning, a subcontractor can argue an implied promise of work — especially if the subcontractor contributed significant proposal resources.","Add a clear no-obligation-to-award clause stating that any future subcontract will be a separate, independently negotiated agreement and that nothing in the teaming agreement guarantees work allocation.",{"mistake":370,"why_it_matters":371,"fix":372},"Treating all jointly created IP as co-owned without a usage license","Joint ownership without an express license means neither party can independently use, modify, or commercialize the jointly created IP — which stalls delivery if the relationship sours mid-project.","Specify ownership of foreground IP in an exhibit and grant each party a license to use jointly owned IP for the purposes of performing the contract, with clear terms on commercialization beyond the project scope.",{"mistake":374,"why_it_matters":375,"fix":376},"No survival clause on confidentiality obligations","Confidentiality obligations that expire upon agreement termination leave sensitive pricing data, technical specifications, and client strategies exposed immediately after the relationship ends — exactly when a former partner is most likely to become a competitor.","Include a survival clause stating that confidentiality obligations continue for a defined period after termination — typically two to three years — regardless of the reason the agreement ends.",{"mistake":378,"why_it_matters":379,"fix":380},"Vague or missing scope-of-work allocation","A teaming agreement that describes roles only in general terms leaves each party uncertain about deliverables, resource commitments, and performance standards if the contract is actually awarded.","Attach a scope-of-work exhibit defining each party's deliverables, performance standards, and resource commitments in sufficient detail to form the basis of a subcontract if needed.",{"mistake":382,"why_it_matters":383,"fix":384},"Signing after the joint proposal is submitted","Proposal-phase IP contributions, shared proprietary data, and cost expenditures made before execution fall outside the agreement's protections, leaving both parties exposed for the most intensive collaborative period.","Execute the teaming agreement before any joint work begins — including preliminary scoping calls, shared technical drafts, or pricing inputs — and use a digital signing platform to eliminate turnaround delays.",[386,389,392,395,398,401,404,407,410],{"question":387,"answer":388},"What is a non exclusive teaming agreement?","A non exclusive teaming agreement is a contract between two or more companies that agree to collaborate on pursuing a specific bid or project while each retaining the right to independently pursue the same or competing opportunities with other partners. It defines each party's role, allocates IP and confidentiality obligations, and governs the relationship during the proposal and pre-award phase without locking either party into an exclusive arrangement.\n",{"question":390,"answer":391},"What is the difference between an exclusive and non exclusive teaming agreement?","An exclusive teaming agreement restricts one or both parties from teaming with competitors for the same specific opportunity during the agreement's term. A non exclusive teaming agreement contains no such restriction — either party can simultaneously pursue the same opportunity through other channels or with other partners. Non exclusive structures are common in commercial and government bidding where companies want collaboration benefits without foreclosing competitive options.\n",{"question":393,"answer":394},"Is a teaming agreement legally binding?","Yes, a properly executed teaming agreement is generally a legally binding contract. It creates enforceable obligations around confidentiality, IP ownership, cost allocation, and the defined scope of collaboration. However, most teaming agreements expressly disclaim any obligation to award a subcontract upon winning — meaning the agreement governs the pursuit phase but does not guarantee work. Courts in the US, UK, and Canada have consistently enforced teaming agreement provisions where the terms are clear and consideration is present.\n",{"question":396,"answer":397},"What should a non exclusive teaming agreement include?","At minimum: full legal names of both parties, a precise description of the opportunity being pursued, each party's role as prime or subcontractor, an express non-exclusivity provision, IP ownership and licensing terms for background and foreground IP, confidentiality obligations with a survival clause, proposal cost allocation, term and termination triggers, a no-obligation-to-award disclaimer, and governing law. Missing any of these creates gaps courts fill with jurisdictional defaults that may not reflect either party's intent.\n",{"question":399,"answer":400},"Do teaming agreements need to be in writing?","No law universally requires teaming agreements to be in writing, but verbal or implied teaming arrangements are extremely difficult to enforce and provide no protection for IP or confidential information. Written agreements are the universal commercial standard because the specific terms — non-exclusivity, IP allocation, and cost-sharing — require precise language that oral discussions cannot reliably establish or prove.\n",{"question":402,"answer":403},"Who typically uses teaming agreements?","Government contractors pursuing federal, state, or municipal solicitations use teaming agreements most frequently, particularly in defense, IT, construction, and professional services. Commercial companies also use them when responding to large enterprise RFPs that require capabilities across multiple firms, for joint product development bids, and for infrastructure or engineering projects where no single firm can cover the full scope.\n",{"question":405,"answer":406},"What happens to the teaming agreement if we win the contract?","Most teaming agreements automatically terminate upon award and execution of the prime contract, at which point a separate subcontractor agreement governs the ongoing work. The teaming agreement should expressly include this termination trigger. Confidentiality and IP obligations typically survive termination for a defined period regardless of how the agreement ends.\n",{"question":408,"answer":409},"Can a subcontractor use our proprietary information after the teaming agreement ends?","Only if you failed to include confidentiality obligations with a survival clause. A properly drafted teaming agreement restricts the receiving party from using or disclosing confidential information beyond the purpose of the collaboration, and the confidentiality clause should survive termination for two to three years. Without a survival clause, confidentiality obligations expire the moment the agreement ends.\n",{"question":411,"answer":412},"Do I need a lawyer to draft a non exclusive teaming agreement?","For straightforward domestic commercial teaming arrangements, a well-structured template is sufficient for most small and mid-size businesses. Legal review is advisable when the opportunity involves federal government procurement with FAR/DFARS compliance requirements, when significant foreground IP will be created, when the parties are in different countries, or when the anticipated subcontract value exceeds $500K. A 1–2 hour attorney review typically costs $300–$700 and is worthwhile for high-value pursuits.\n",[414,418,422,426],{"industry":415,"icon_asset_id":416,"specifics":417},"Defense and Government Contracting","industry-government","FAR and DFARS clauses must align with teaming terms; small business set-aside rules can affect which party serves as prime; mentor-protégé programs formalize many teaming arrangements.",{"industry":419,"icon_asset_id":420,"specifics":421},"Information Technology","industry-saas","Software IP ownership and licensing terms require careful allocation; cloud platform and data security obligations often flow down from the prime to the subcontractor's scope.",{"industry":423,"icon_asset_id":424,"specifics":425},"Construction and Engineering","industry-construction","Licensed trade scopes and bonding requirements affect subcontractor eligibility; milestone-based cost allocation is common; insurance and indemnification terms must align with the prime contract.",{"industry":427,"icon_asset_id":428,"specifics":429},"Professional Services","industry-professional-services","Non-solicitation of each other's key personnel is a frequent addition; billable rate confidentiality and cost proposal data require strong IP and confidentiality protections.",[431,434,437,440],{"vs":216,"vs_template_id":432,"summary":433},"D{EXCLUSIVE_TEAMING_ID}","An exclusive teaming agreement restricts both parties from pursuing the same opportunity through other channels during the agreement's term. A non exclusive teaming agreement preserves each party's freedom to compete independently. Use exclusive terms only when the investment in joint proposal development is substantial enough to justify restricting competitive flexibility.",{"vs":85,"vs_template_id":435,"summary":436},"joint-venture-agreement-D166","A joint venture agreement establishes a separate legal entity or enduring commercial relationship for ongoing collaboration beyond a single bid. A teaming agreement is typically short-term and opportunity-specific, requiring no new entity and expiring on award or a fixed date. Use a joint venture when the collaboration is expected to continue across multiple projects or years.",{"vs":227,"vs_template_id":438,"summary":439},"subcontractor-agreement-D12806","A subcontractor agreement governs the performance of actual work after a contract has been awarded. A teaming agreement governs the pursuit phase — proposal preparation, cost allocation, and IP sharing before any contract exists. The two documents are sequential: the teaming agreement typically terminates when the subcontractor agreement is executed.",{"vs":223,"vs_template_id":224,"summary":441},"An NDA protects confidential information exchanged between parties but creates no collaboration framework, role assignments, or IP allocation. A teaming agreement includes confidentiality provisions but also establishes a working structure for the pursuit. Use an NDA alone when you are only evaluating whether to team; use a teaming agreement once you have committed to bidding together.",{"use_template":443,"template_plus_review":447,"custom_drafted":451},{"best_for":444,"cost":445,"time":446},"Domestic commercial pursuits under $250K where both parties have straightforward roles and limited IP exposure","Free","30–60 minutes",{"best_for":448,"cost":449,"time":450},"Federal government solicitations, pursuits above $250K, or arrangements involving significant foreground IP creation","$300–$700","2–4 days",{"best_for":452,"cost":453,"time":454},"Multi-party international teaming, defense procurement with FAR/DFARS obligations, or arrangements with equity or revenue-sharing components","$1,500–$5,000+","1–3 weeks",[456,461,466,471],{"code":457,"name":458,"flag_asset_id":459,"note":460},"us","United States","flag-us","Federal government teaming agreements must account for FAR 9.6, which governs contractor team arrangements on solicitations. Small business set-aside rules under the Small Business Act affect which party can serve as prime. Non-exclusivity does not override organizational conflict of interest (OCI) restrictions that an agency may impose on a solicitation. State contract law governs commercial teaming arrangements, with California and New York having the most developed case law on implied subcontract obligations.",{"code":462,"name":463,"flag_asset_id":464,"note":465},"ca","Canada","flag-ca","Public Works and Government Services Canada (PWGSC) and Shared Services Canada solicitations may impose teaming disclosure requirements. Provincial contract law governs commercial arrangements, with Ontario and British Columbia providing the most relevant case law. Quebec parties should ensure the agreement is available in French for provincially regulated contexts. Non-exclusivity clauses are generally enforceable but must be express to override an implied duty of good faith under Quebec's Civil Code.",{"code":467,"name":468,"flag_asset_id":469,"note":470},"uk","United Kingdom","flag-uk","UK procurement law — now governed by the Procurement Act 2023 post-Brexit — imposes transparency and competition obligations on public sector teaming that affect subcontract disclosure. English contract law enforces non-exclusivity clauses without restriction. IP ownership of jointly created work defaults to joint ownership under the Copyright, Designs and Patents Act 1988 unless the agreement expressly assigns it differently. Confidentiality obligations are generally enforceable but courts will not uphold terms that are unreasonably broad in scope or duration.",{"code":472,"name":473,"flag_asset_id":474,"note":475},"eu","European Union","flag-eu","EU public procurement directives require disclosure of subcontracting arrangements above defined thresholds and may restrict the substitution of named subcontractors after award. GDPR applies to any personal data shared between parties during the collaboration, requiring a data processing agreement if personal data flows are material. Member state contract law varies significantly — German law imposes a duty of good faith that can imply obligations not stated in the agreement, while French law applies specific rules to commercial partnerships. Foreground IP ownership must be expressly allocated; default rules differ by member state.",[220,224,228,235,477,478,479,480,481,482,483,232],"independent-contractor-agreement-D160","service-agreement-D12711","memorandum-of-understanding-D12548","letter-of-intent_acquisition-of-business-D5197","partnership-agreement-D12551","master-service-agreement-D12657","confidentiality-agreement-D950",{"emit_how_to":182,"emit_defined_term":182},{"primary_folder":94,"secondary_folder":486,"document_type":487,"industry":488,"business_stage":489,"tags":490,"confidence":496},"partnerships-and-joint-ventures","agreement","general","all-stages",[491,492,493,494,495],"partnership","proposal","contract","teaming-agreement","collaboration",0.95,"\u003Ch2>What is a Non Exclusive Teaming Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non Exclusive Teaming Agreement\u003C/strong> is a legally binding contract between two or more companies that agree to collaborate on pursuing a specific bid, proposal, or project opportunity while each retaining the freedom to compete independently — including by teaming with other parties on the same opportunity. It defines which company serves as prime contractor, which serves as subcontractor, and what each party contributes to the proposal and potential project performance. Unlike an exclusive teaming arrangement, it imposes no restriction on either party's ability to pursue the same or competing opportunities through other channels, making it the preferred structure when companies want collaboration benefits without foreclosing competitive options.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written teaming agreement, the collaborative work that goes into a joint bid — shared pricing data, technical approaches, proprietary methodologies, and months of proposal labor — is completely unprotected. A subcontractor who contributes significant proposal resources and confidential IP has no contractual recourse if the prime wins and decides to self-perform or engage a different subcontractor. The prime has no enforceable confidentiality obligation preventing the subcontractor from repurposing sensitive cost or technical data in a competing bid. IP created jointly during proposal development defaults to joint ownership under most jurisdictions' laws, meaning neither party can use it without the other's consent. A properly executed non exclusive teaming agreement closes all of these gaps before the first shared document is exchanged — protecting both parties' contributions, clarifying roles, and establishing a clean handoff to a subcontract if the opportunity is won.\u003C/p>\n",1778773488544]