Teaming Agreement Contract

TEAMING AGREEMENT CONTRACT

This Teaming Agreement Contract (the "Agreement") is entered into as of , by and between Party A Name: , Principal place of business: and Party B Name: , Principal place of business: .

RECITALS

WHEREAS, Party A and Party B desire to collaborate to pursue and perform work under a potential prime contract, subcontract or other business opportunity described as: (the "Opportunity");

WHEREAS, the Parties desire to set forth their respective roles, responsibilities and the terms and conditions under which they will cooperate in seeking and, if awarded, performing the Opportunity;

WHEREAS, the Parties intend that any award resulting from the Opportunity will be governed by separate agreements to be negotiated in good faith and reduced to writing.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows.

1. Purpose

The purpose of this Agreement is to establish the framework pursuant to which the Parties will cooperate to prepare proposals, negotiate terms and, if successful, perform obligations under the Opportunity. This Agreement does not obligate either Party to submit a proposal or to enter into any subsequent contract except as expressly provided herein.

2. Scope of Work and Responsibilities

2.1 Each Party shall perform the tasks and provide resources described in the attached Statement of Work or as otherwise agreed in writing. If no statement is attached, the Parties shall document responsibilities in a separate exhibit that becomes part of this Agreement upon signature by authorized representatives of both Parties.

2.2 Party A Responsibilities:

2.3 Party B Responsibilities:

3. Term and Termination

3.1 Term. This Agreement shall commence on the effective date set forth above and shall continue until the earlier of (a) completion of the Opportunity and performance of any resulting contract obligations, (b) termination by mutual written agreement, or (c) termination in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

4. Exclusivity; Non-Solicitation

4.1 Exclusivity. Unless otherwise agreed in writing, this Agreement does not grant exclusive rights to either Party. The Parties may pursue other opportunities, provided that no such pursuit shall infringe on obligations under this Agreement.

4.2 Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, each Party agrees not to knowingly solicit for employment any employee of the other Party who was directly involved in performance under this Agreement, without the prior written consent of the other Party.

5. Confidentiality

5.1 Definition. "Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether marked confidential or not, including proposals, pricing, technical data, know-how and business plans.

5.2 Obligations. The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) disclose Confidential Information only to those employees, agents and subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

5.3 Exclusions. Confidential Information does not include information that is (a) publicly known through no fault of the Receiving Party, (b) already known by the Receiving Party prior to disclosure as shown by written records, (c) rightfully received from a third party without restriction, or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

6. Intellectual Property

6.1 Background IP. Each Party retains all right, title and interest in and to intellectual property that it owned or developed prior to or independent of this Agreement ("Background IP"). Nothing in this Agreement transfers ownership of Background IP.

6.2 Developed IP. Intellectual property developed jointly in the performance of work under a resulting contract shall be owned as agreed in writing in any subsequent subcontract or prime contract. Absent such written agreement, ownership and license rights shall be allocated in proportion to each Party's contribution as reasonably determined by the Parties.

6.3 Licenses. To the extent necessary for performance under a resulting contract, each Party grants to the other a non-exclusive, non-transferable, royalty-free license to use its Background IP solely for performance of the Opportunity and any resulting contract, subject to confidentiality obligations.

7. Compensation and Cost Sharing

7.1 Proposal Costs. Unless otherwise agreed in writing, each Party shall bear its own costs incurred in preparing proposals and participating in proposal activities.

7.2 Post-Award Compensation. Any fees, profit splits, subcontract pricing or other compensation arrangements following award of the Opportunity shall be negotiated in good faith and set forth in a separate written agreement signed by authorized representatives of the Parties prior to commencement of performance.

8. Relationship of the Parties

The Parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship for any purpose except as expressly set forth in a subsequently executed prime or subcontract. Neither Party has authority to bind the other except by express written authority.

9. Representations and Warranties

Each Party represents and warrants that (a) it is duly organized and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) execution and performance of this Agreement will not violate any agreement to which it is a party.

10. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence or willful misconduct in connection with its performance under this Agreement.

11. Limitation of Liability

Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, indirect, punitive or special damages, and each Party's aggregate liability shall be limited to direct damages not to exceed the amounts actually paid between the Parties under any subsequently executed performance agreement relating to the Opportunity.

12. Insurance

Each Party shall maintain insurance coverage reasonably appropriate to its obligations under any resulting contract and as required by applicable law. Upon request, Parties shall provide certificates of insurance to the other Party.

13. Compliance with Laws

Each Party shall comply with all applicable federal, state and local laws, rules and regulations in the performance of its obligations under this Agreement, including applicable export, trade control and employment laws.

14. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by written notice.

15. Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

16. Amendments

This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties.

17. Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. A waiver is effective only if it is in writing and signed by the waiving Party.

18. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed effective for all purposes.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

20. Dispute Resolution

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If unresolved within thirty (30) days, the dispute shall be submitted to mediation, and if mediation fails, to binding arbitration in accordance with the rules agreed upon by the Parties. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property.

21. Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

22. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

Additional Terms

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