The clause that can cost you your small business status.
A teaming agreement is not a smaller version of a prime contract. When a small business signs one, the risk that matters most is not a termination settlement. It is losing the size status that made the pursuit possible in the first place. BeforeJD™ reads for that, and for the four other provisions that decide what a subcontract is actually worth.
7.4 Subcontractor acknowledges that payment by the Prime Contractor is contingent upon receipt of payment from the Government, which the parties intend as a condition precedent to Subcontractor's right to payment, and not merely a timing mechanism.
Worth pushing back on
This shifts the government's non-payment risk onto you. We would ask that the clause be rewritten as a timing provision only, so payment is owed on a fixed schedule regardless.
What it reads
Teaming agreements
Prime and subcontractor pursuit agreements, exclusive and non-exclusive, before and after award.Federal subcontracts
Subcontracts issued under a federal prime contract, including the flow-down provisions they incorporate.Basic ordering agreements
Ordering vehicles and blanket agreements where the terms are settled once and drawn against later.Everything else you sign
BeforeJD reviews 18 contract types, each with rules of its own, and drafts 16. They include leases, employment agreements, licensing and professional services.
Five provisions that decide what a subcontract is worth
Each of these is read against the position of the party who is signing, not in the abstract.
Affiliation and the ostensible subcontractor rule
The provisions that can make the Small Business Administration treat two firms as one, and cost the smaller one its size status and its set-aside eligibility.Limitations on subcontracting
Whether a self-performance requirement is present, what percentage it names, and which party carries the obligation to meet it.FAR and DFARS flow-downs
Whether specific clauses are listed or the prime contract is incorporated wholesale, and what that incorporation actually obligates you to do.Work share and sole discretion
The qualifying language around an allocation of scope. A share described as anticipated, approximate, or subject to the prime's sole discretion is a different promise than a share that is committed.Payment contingency
Whether payment is conditioned on the prime being paid first, and whether that condition is drafted as a timing provision or as a condition precedent.
Measured, not asserted
We tested this against real agreements before selling it
We read federal teaming and subcontract agreements drawn from public securities filings and checked each read against a published rubric. The figures below are those results, with the runs behind each one. We publish them because a claim about federal contracting that cannot be traced to a result is not worth reading.
- 35 of 40
- Runs that identified affiliation and ostensible subcontractor risk: eight federal subcontracts, read five times each, from the set we used to develop this review. The first version caught none of it.
- 20 of 20
- Teaming and subcontract agreements read from the correct party's side, in one run over twenty documents.
These results come from the agreements described above, not a claim about federal procurement generally. See how they were measured.
Vendors who sell to Texas agencies sign the same clauses
Texas agencies, universities, and the prime contractors and subcontractors who sell to them all sign teaming agreements and subcontracts that carry the same structural risks. BeforeJD is available today to those vendors and contractors, for the agreements they sign to win and perform that work. A written quote and a W-9 are sent the same business day to any vendor who asks. Ask about the public sector terms addendum and we will tell you where it stands.
BeforeJD LLC is a service-disabled veteran-owned company in Houston, Texas, certified under the Texas VetHUB program.
Pricing
Priced to be bought the way agencies buy
Annual licenses, billed once. There is no subscription and no automatic renewal. Both published tiers sit inside the federal micro-purchase threshold. Every license starts with a written quote, and a single contract read can be bought today by card, a purchase card included.
Program
Under the Texas delegated purchase threshold, for city and county offices and for the prime contractors that sell to them.
Three named seats, invited by email. Five read-only viewers. A shared organization workspace and library. 250 contract reads a year. Risk analysis, a marked-up copy of your contract with tracked changes, and negotiation summary. Government playbook routing.
$7,500
per year
Agency
Inside the federal micro-purchase threshold.
Ten named seats, invited by email. Read-only viewers for the rest of the team. A shared organization workspace and library. 1,000 contract reads a year. An administrator usage report, with export. Risk analysis, a marked-up copy of your contract with tracked changes, and negotiation summary. Government playbook routing. Support with a one business day response.
$12,000
per year
Enterprise
Quoted, for larger seat counts and volumes.
Seats and volume to fit the office. Purchase order with net thirty invoicing, and ACH. A public sector terms addendum. A W-9 and a quote on request.
From $25,000
per year
Public sector buyers: a written quote and a W-9 are sent the same business day on request. Ask about the public sector terms addendum and we will tell you where it stands. Purchase order with net thirty invoicing and ACH are available at every tier.
What this does not do
BeforeJD is not a law firm and this is not legal advice. It reads a document and tells you what is in it, what it means for the party signing it, and what to negotiate. It does not represent you, it does not file anything, and it does not replace counsel on a matter that warrants counsel. On a contract that decides the future of your business, use it to arrive at the conversation with a lawyer already knowing what to ask.
BeforeJD is not authorized to process controlled unclassified information (CUI) or classified information. Do not upload either.
Read the agreement before you sign it
Send one teaming agreement or subcontract and see what comes back.