Teaming Agreement Review Checklist

A teaming agreement looks like a partnership document, and that is exactly why small contractors sign them too quickly. It is not a smaller version of a prime contract. It is a pursuit document, drafted by the prime’s lawyers, that allocates work, risk, and control over a contract that does not exist yet. Some of its provisions bind you immediately. Others turn out to bind nobody at all. And one category of risk in it has nothing to do with money: the wrong combination of terms can lead the Small Business Administration to treat you and your prime as affiliated, which can cost a small business the size status that made the pursuit possible in the first place.

One more reason to read with fresh eyes this year: the government began a full rewrite of the Federal Acquisition Regulation in 2026, the largest overhaul since the FAR was created. Clause numbers, part structures, and standard texts are moving. A checklist or a flow-down matrix that was written before the overhaul deserves a second look against the current regulation rather than a copy-paste from the last pursuit.

1. Is the work share committed, or merely anticipated?

Find the sentence that describes your share of the work. Now read the words around the number. A share described as “anticipated,” “approximately,” “a goal,” or “subject to the prime’s sole discretion” is a different promise than a share that is committed, and in many disputes it has proven to be no promise at all. The qualifier is where the deal lives. If the prime intends to give you forty percent of the work, the agreement can say so plainly, identify the scope, and survive the award. If the prime resists that language, you have learned something important before signing rather than after.

2. Does anything here create affiliation risk?

This is the provision set with the highest stakes for a small business, because the downside is not a bad deal, it is losing your size status. Under the SBA’s affiliation rules at 13 CFR 121.103, and in particular the ostensible subcontractor rule at 13 CFR 121.103(h), a small prime that is unusually dependent on its subcontractor, or a subcontractor that will perform the primary and vital requirements of the contract, can be treated as a joint venture with its teammate. When that happens the two companies’ sizes are combined, and a set-aside award can be lost on a size protest. Watch for terms that put the incumbent workforce, the key personnel, the management of the contract, or the primary scope in the subcontractor’s hands while the prime contributes little beyond its size status. If the teaming agreement reads like the subcontractor is really running the job, a competitor’s size protest will read it the same way.

3. Who carries the limitations on subcontracting?

On set-aside work, the prime must self-perform a minimum share of the contract, under FAR 52.219-14 and the SBA rule at 13 CFR 125.6. The percentages differ by contract type, and the arithmetic changed in recent years to be measured against the amount paid by the government rather than cost of performance. Your teaming agreement should be consistent with those limits: if the work share it promises you would push the prime below its self-performance floor, one of two things is true, and both are bad. Either the work share will shrink after award, or the team is planning a compliance problem. Check which party the agreement obligates to monitor and meet the limitation, and be suspicious of silence.

4. Are the flow-downs enumerated, or incorporated wholesale?

A subcontract under a federal prime contract carries flow-down clauses, and the teaming agreement usually previews how they will arrive. There is a meaningful difference between an agreement that lists the specific FAR and DFARS clauses that will flow down and one that incorporates the entire prime contract by reference. Wholesale incorporation means you are agreeing to obligations you have not read, some of which carry certification, audit, and cybersecurity duties with real compliance costs. Ask for the list. If the answer is “the standard clauses,” remember that in a year when the FAR itself is being rewritten, “standard” is a moving target, and a clause matrix from a pursuit two years ago may cite text that no longer reads the same way.

5. Is your payment contingent on the government paying the prime?

Payment provisions in federal subcontracts often tie your payment to the prime’s receipt of funds from the government. As with commercial subcontracts, everything turns on whether that language is a timing mechanism or a condition precedent. A clause that makes government payment a condition of the prime owing you anything shifts the government’s payment risk onto the party least able to absorb it. We wrote a full guide to that distinction in pay-when-paid versus pay-if-paid, and every test in it applies here.

6. Is the exclusivity mutual, or one-way?

Most teaming agreements are exclusive for the pursuit: you team with this prime on this opportunity and nobody else. Read whether the exclusivity runs both directions. A one-way clause that binds you to the prime while leaving the prime free to team with your competitors, or to bid without you, converts your proposal support into a free option for the other side. Mutual exclusivity for a defined opportunity, with a defined end date, is the fair version of this clause.

7. What actually happens after award?

The single most litigated feature of teaming agreements is what the parties are obligated to do once the prime wins. Many agreements promise only to “negotiate in good faith” toward a subcontract. Courts in several jurisdictions have treated that as an agreement to agree, which is to say, unenforceable, leaving the subcontractor who wrote half the proposal with nothing when negotiations conveniently fail. The protective version attaches the actual subcontract, or at minimum the key terms, as an exhibit, and obligates the prime to execute it upon award absent defined conditions. If the agreement leaves every material term open for later, treat the work share as aspirational no matter what section one says.

8. Who owns the proposal material you contribute?

Your past performance write-ups, your technical approach, your pricing: the teaming agreement decides what the prime may do with them. Look for language that lets the prime reuse your material on other pursuits, or with a replacement subcontractor if your relationship ends. The fair version limits use of your data to this proposal, requires markings to be preserved, and returns or destroys the material if the team dissolves.

9. Does the non-solicitation clause survive too long?

A mutual promise not to poach each other’s employees during the pursuit is ordinary. A clause that bars you from hiring anyone connected to the program for years after the team dissolves, in an industry where the incumbent workforce moves with the contract, can quietly block you from staffing your next pursuit. Check the scope, the duration, and whether it binds both parties equally.

10. Termination: who can walk, and what survives?

Read the ways the agreement can end. If the prime can terminate for convenience at any time while your obligations, your exclusivity, and your non-solicitation covenants survive, the agreement is a one-way door. The termination section should end your obligations symmetrically with the prime’s, and the survival clause should be short and specific rather than sweeping everything forward.

How to use this checklist

Print the agreement and mark it against the ten items above, in order, because the early items are the ones that can end your eligibility rather than merely bruise your margin. Anything you cannot answer from the document itself, the prime’s silence has answered for you. And on the two provisions with regulatory stakes, affiliation and the limitations on subcontracting, read the current text of 13 CFR 121.103, 13 CFR 125.6, and FAR 52.219-14 at acquisition.gov rather than trusting a summary, this one included, because the ongoing FAR overhaul means the authoritative text is the only text that counts.