Business Key Sub-Teaming Letter

Business Key Sub-Teaming Letter

This Business Key Sub-Teaming Letter ("Letter") is made effective as of by and between:

Prime Contractor Name:

Subcontractor Name:

RECITALS

WHEREAS, Prime Contractor is preparing a proposal and/or performance obligations for one or more contracts, requests for proposals, or similar procurements (collectively, the "Project"); and

WHEREAS, Subcontractor possesses certain key personnel, technical capabilities, and experience that Prime Contractor intends to include within its proposed team and to rely upon during performance of the Project; and

WHEREAS, the parties desire to set forth their understanding regarding the role, scope, commercial arrangements, and confidentiality obligations relating to the engagement of Subcontractor as a key sub-teaming member.

SCOPE OF WORK

Key Personnel Assigned: Title: Commitment Level:

PAYMENT TERMS

Agreed Compensation Amount to Subcontractor: (currency to be used as agreed between the parties).

Late Payment Fee: on any undisputed amount not paid when due. Payment terms are subject to final invoicing requirements and substantiation as required by Prime Contractor.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Letter for convenience upon written notice to the other party delivered no less than prior to the effective date of termination. Termination for material breach may be immediate if the breaching party fails to cure within a commercially reasonable cure period not to exceed 15 days following receipt of written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that, in connection with the Project, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information, including but not limited to proposals, pricing, customer lists, designs, methods, trade secrets, and other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) use Confidential Information solely for the purpose of performing obligations under this Letter and the Project, (b) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors with a strict need to know and under obligations of confidentiality no less protective than those in this Letter. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without obligation of confidentiality, is rightfully obtained from a third party without restriction, or is independently developed without use of the disclosed Confidential Information.

Upon termination or expiration of this Letter, each party shall promptly return or destroy the other party's Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law or for archival recordkeeping consistent with this Letter.

ADDITIONAL TERMS

Flow-Down and Performance Obligations: Subcontractor agrees to accept flow-down of relevant terms, conditions, and obligations from Prime Contractor's contract with the client to the extent necessary for Subcontractor to perform the Scope of Work. Subcontractor shall perform in accordance with the schedule, quality standards, and compliance requirements of the prime contract or as otherwise reasonably directed by Prime Contractor.

Insurance and Indemnity: Subcontractor shall maintain insurance customary for the scope and risk profile of the work and shall indemnify Prime Contractor for liability arising from Subcontractor's negligence or willful misconduct to the extent required in the definitive subcontract agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Letter through negotiation between senior representatives; if unresolved within 30 days, the parties may pursue any remedies available at law or equity.

ENTIRE AGREEMENT

This Letter, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral. Any amendment or modification to this Letter must be in writing and signed by authorized representatives of both parties.

NOTICES

The parties acknowledge that this Letter reflects their mutual intent to formalize the described teaming arrangement and that a separate definitive subcontract or agreement will govern detailed performance, flow-down terms, and final commercial arrangements where required.

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