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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.

01

What it reads

  1. 01

    Teaming agreements

    Prime and subcontractor pursuit agreements, exclusive and non-exclusive, before and after award.
  2. 02

    Federal subcontracts

    Subcontracts issued under a federal prime contract, including the flow-down provisions they incorporate.
  3. 03

    Basic ordering agreements

    Ordering vehicles and blanket agreements where the terms are settled once and drawn against later.
  4. 04

    Everything else you sign

    Twenty further contract categories, including leases, employment agreements, licensing, and professional services.

02

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.

  1. 01

    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.
  2. 02

    Limitations on subcontracting

    Whether a self-performance requirement is present, what percentage it names, and which party carries the obligation to meet it.
  3. 03

    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.
  4. 04

    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.
  5. 05

    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 03

We tested this against real agreements before selling it

Twenty genuine teaming and subcontract agreements were drawn from public securities filings, run through the production system, and scored against a published rubric. The figures below are that measurement. We publish them because a claim about federal contracting that cannot be traced to a result is not worth reading.

88%

Affiliation and ostensible subcontractor risk identified, improved from none at baseline across three measured iterations.

20 of 20

Documents where the analysis took the correct party's position, with no inversions.

62%

Rubric coverage on prime to subcontractor agreements, the shape a small business actually signs.

Coverage of 62 percent on one contract shape is not a claim about federal procurement generally. It is what was measured, on the cohort described, on the date it was run.

04

State and local buyers sign the same clauses

Texas agencies, universities, and the vendors who sell to them sign agreements that carry the same structural risks. The same review applies to them. The purchasing accommodations below, including a written quote, a W-9, and a public sector terms addendum, are available to any public sector buyer. They are sent the same day.

Pricing 05

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, so a cardholder can buy directly without a schedule or a formal solicitation.

Public sector buyers: a written quote, a W-9, and a public sector terms addendum are available on request. Ask and they will be sent the same day.

06

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.

Read the agreement before you sign it

Send one teaming agreement or subcontract and see what comes back.