This Cooperative Agreement, effective date is made by and between [Sender.Company] (hereafter referred to as “Prime”), a state Corporation, with offices at [Sender.StreetAddress] [Sender.City] [Sender.State] [Sender.PostalCode] , and [Subcontractor.FirstName] [Subcontractor.LastName] (hereafter referred to as “SUBCONTRACTOR”) having its principal place of business at [Subcontractor.StreetAddress] [Subcontractor.City] [Subcontractor.State] [Subcontractor.PostalCode] .
Prime will submit a proposal to client name (“the Client”) for services related to project name (the “Project”); and
each of the parties hereto, having carefully assessed the capabilities and interests of the other, have concluded that a mutual effort in preparation of the proposal for the performance of the Project (the “Proposal”) would enhance the likelihood of a prime contract award to Prime and a subcontract award to subcontractor; and
Prime and subcontractor, pursuant to the terms of this Agreement, have agreed to team in the pursuit of the Project, and
subcontractor, pursuant to the terms of this Agreement, has agreed to team exclusively with Prime, in pursuit of the Project, and
Prime and subcontractor believe such a teaming arrangement (the “Agreement”) would be commercially beneficial to both parties for the procurement and performance of the Project;
NOW THEREFORE,
in consideration of the mutual covenants and promises herein set forth, the presentation by Prime to the Client of a proposal including subcontractor services as a subcontractor, and other good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, the parties hereto agree as follows:
Check our Quoting Software if you want to collaborate on quote preparation with your team members.
1. SUBCONTRACTOR will (i) provide appropriate and high quality personnel and use its best efforts to prepare and submit to Prime such technical and cost data as are required for use in preparing the Proposal to be submitted to the Client which covers the work as mutually agreed by the parties, and as defined in Attachment A. Such data and support includes:
a. Resumes of key personnel to perform on the Project (if requested by Prime); b. Corporate Capabilities statements; c. Description of applicable SUBCONTRACTOR products and services; d. Participation in Prime proposal meetings; e. Participation in proposal reviews (if requested by Prime); f. Pricing data; g. Customer presentation (if requested by Prime); and h. Providing periodic questions-and-answers via telephone.
2. Prime and SUBCONTRACTOR shall each prepare, in the form specified by the Prime, a Cost proposal for inclusion in the final Proposal. Prime and SUBCONTRACTOR shall each write portions of the technical portion of the Proposal as agreed to between Prime and SUBCONTRACTOR and provide information regarding its corporate experience and personnel to the other party as needed or required to prepare the final Proposal.
3. Prime and SUBCONTRACTOR shall ensure timely receipt by the other party of all assigned materials prepared by that party for inclusion in the Proposal for submission to the Client.
4. Prime shall integrate data and materials furnished by SUBCONTRACTOR with other elements of the Proposal, prepare the final Proposal, and submit the Proposal to the Client. Final discretion and responsibility for decisions affecting the contents of the Proposal shall rest with Prime. 5. Prime shall propose SUBCONTRACTOR as a subcontractor, and shall use reasonable business efforts to obtain Client approval of the Proposal as submitted by Prime, including SUBCONTRACTOR contribution thereto, and to obtain award of the prime contract from the Client. 6. SUBCONTRACTOR shall not offer exclusive professional services/products to other offerors or directly to the Client, for any part of the Project, without prior written agreement from Prime.
1. The parties shall act as independent contractors and neither party shall act as agent, representative, or partner of the other party; or, except as expressly provided herein, have any authority to bind the other party, for any purpose whatsoever; and the employees of one party shall not be deemed employees of the other.
2. Prime shall be the prime contractor and SUBCONTRACTOR shall be a subcontractor in the performance of a prime contract resulting from the Proposal, if awarded to Prime, subject to the approval provisions in this Agreement. Prime and SUBCONTRACTOR agree to assume contractual responsibilities as mutually agreed to by the parties after the Client’s analysis of the Proposal.
3. Throughout the Proposal submission and negotiation process, Prime shall operate as the point of contact with the Client. If required, SUBCONTRACTOR will have the opportunity to be present at all key discussions and conferences with the Client at which SUBCONTRACTOR efforts and contributions will be a topic, subject to Client approval.
4. During the life of this Agreement, SUBCONTRACTOR shall not perform the work required of it under this Agreement for any other Project bidder or for the Client and shall not independently submit a proposal for the Project or any part thereof to the Client.
It is important that you create an Attachment A that includes the Subcontractor’s anticipated portion of the work that will result from the Proposal. After all, the Prime is committing to subcontract only that work to the Subcontractor in consideration of Subcontractor not proposing the same work with another competitor.
1. The parties shall, in good faith, negotiate and execute a subcontract for performance of those portions of the Project which correspond to SUBCONTRACTOR’s contributions to the Proposal (the “Subcontract”), provided that: (1) Prime is awarded the prime contract for the Project (the “Prime Contract”) and (2) the Client approves of the award of such subcontract to SUBCONTRACTOR. Such Subcontract shall include required flow‑down terms and conditions as they are set forth in the prime contract; applicable contract clauses including, but not limited to, negotiated Liquidated Damage provisions; statutes and regulations as set forth in the prime contract; a provision encompassing the terms and conditions outlined in Article VI.A. below; and such other terms and conditions as may be mutually agreed to. SUBCONTRACTOR further acknowledges that Prime will flow down all applicable provisions of the Prime Contract to ensure compliance with Prime Contract operational capabilities, response time, and similar requirements specified by the Client.
2. Prime and SUBCONTRACTOR recognize the competitive nature of this procurement/Proposal. Each party is assigned primary responsibility for execution of specific delivery functions. Primary responsibility for delivery entails adhering to the approach described in the technical proposal to prepare the delivery functions specified (“Delivery”). As such, SUBCONTRACTOR shall propose prices, in the form specified by Prime, for the performance of assigned delivery functions. SUBCONTRACTOR acknowledges that Prime’s proposal is made in reliance on these prices. Should the Client, as a part of the negotiations of the Prime Contract, require modifications of the Proposal which consist of or result in price adjustments affecting products and services to be supplied by SUBCONTRACTOR, Prime and SUBCONTRACTOR each agree to negotiate in good faith to achieve mutually acceptable price adjustments.
3. As Prime Contractor, Prime shall have overall program management responsibility, and control and coordinate all activities and deliverables under the contract, including, but not limited to, the final review, approval and delivery of contract deliverables to the Client. SUBCONTRACTOR will, as a subcontractor, provide support in the areas defined in Attachment A.
4. Prime agrees to the continued participation of SUBCONTRACTOR in prime contract options PROVIDED that SUBCONTRACTOR has performed in accordance with its oral and written representations to Prime and the Client, has been approved by the Client for each contract option, and has met the performance standards of the industry. SUBCONTRACTOR agrees to continue its participation with Prime for all Project related options PROVIDED that Prime has performed in accordance with its oral and written representations to SUBCONTRACTOR and the Client and has meet the standards of the industry. Failure by either party to meet the foregoing shall constitute a refusal or failure to perform in a material fashion a portion of this Agreement as used within Article VIII.D., below.
5. Each party agrees that during the period of performance of this Agreement, and for one year thereafter, neither party hereto shall, without prior written consent of the other party, solicit for hire, or knowingly allow its employees to solicit for hire any of those employees of the other party or its affiliates. Further, both SUBCONTRACTOR and Prime agree to include this provision in any subcontract to be awarded under the terms and conditions of the Agreement.