At some point in every sub's BD journey, a prime says: "We'd love to team with you — let's get a teaming agreement in place." And then the sub either knows exactly what that means or spends a frantic afternoon googling it.
This is the post I wish existed when I was on that side of the call.
A teaming agreement (TA) is a contract between a prime contractor and a subcontractor that says, roughly: if we win this bid together, here's how we'll split the work. It's signed before a solicitation closes — sometimes months before — and it governs the relationship during the pursuit phase.
It is not a subcontract. A subcontract comes later, if you win. A TA is the agreement to pursue the opportunity together.
FAR 9.6 explicitly contemplates teaming arrangements, but the TA itself is a commercial document governed by state contract law, not the FAR. That distinction matters when things go sideways.
Every TA is different, but most address the same core issues:
The most important number in the document. It says what percentage of the contract value the sub will perform if the team wins. For small business set-asides, this has real regulatory teeth — the prime has to meet minimum subcontracting thresholds. For unrestricted contracts, it's negotiable.
Don't sign a TA without a specific work share number or at minimum a range. "Meaningful work" or "appropriate workshare" are language designed to protect the prime, not you.
Most primes want exclusivity — meaning you agree not to team with any other prime on this specific opportunity. This is standard and reasonable. What's less reasonable is open-ended exclusivity that covers related opportunities or IDIQ task orders.
Read the exclusivity clause carefully. "This opportunity" should mean this solicitation number, not "anything in this program area for the next three years."
If you're bringing a proprietary tool, methodology, or software to the pursuit, get this in writing. Without it, you may find your IP baked into a proposal you no longer have leverage over.
Both parties are sharing sensitive information — capabilities, pricing approaches, incumbent relationships. A mutual NDA is usually folded into the TA. This part is mostly standard; read it anyway.
TAs have expiration dates. Common triggers: the solicitation is cancelled, the team doesn't win, or a certain period passes after award. Make sure the term doesn't leave you locked up indefinitely on an opportunity that's stalled.
Timing varies. Some primes circulate TAs a year before a solicitation drops, when they're building their team for a recompete. Others want one signed within days of a draft RFP being released. The earlier you're in, the more negotiating leverage you have — the prime still needs you.
If a prime approaches you three days before a proposal is due asking for a signed TA, be cautious. That's often a sign they're filling a gap rather than building a real partnership. You're being used for a checkbox — a particular small business certification or a specific technical capability — and the work share conversation will happen after they've already won.
Signing without reading. The prime's lawyer wrote this document. Their interests are baked in by default. You don't need your own lawyer for every TA, but you do need to read it.
Accepting vague work share language. "The sub will be given meaningful opportunity to participate" is not a work share commitment. Push for a number.
Missing the exclusivity scope. Agreeing to exclusive teaming on an IDIQ vehicle is a big deal. You may be foreclosing relationships with other primes across dozens of future task orders.
Assuming the TA becomes a subcontract. It doesn't. When the prime wins, the subcontract negotiation starts fresh. TAs typically say the prime will "use good faith efforts" to finalize a subcontract consistent with the proposal — but that's not an enforceable work share guarantee in most courts.
Not tracking expirations. A TA on a delayed acquisition can quietly expire while you're waiting. Set a reminder.
More than you think, especially early in a pursuit. Primes who've identified you as a meaningful part of their technical approach — not just a certification checkbox — need you. That's your leverage. Use it to negotiate:
The prime who says "take it or leave it" on every clause is telling you something about how the subcontract negotiation will go if you win. Pay attention.
TAs are notoriously hard to enforce. Courts have generally held that even a specific work share commitment in a TA isn't a binding subcontract — it's an agreement to negotiate in good faith. Which means if the prime wins and decides to give you less work than the TA specified, your legal options are expensive and uncertain.
The real protection isn't legal — it's relationships and reputation. Primes who habitually burn subs on work share get known for it. The BD community is small. That said, a well-drafted TA still matters: it signals to the prime that you're a sophisticated partner, and it creates a paper trail that shapes the subcontract negotiation.
Go in with eyes open. A teaming agreement is a starting point, not a guarantee.
The best teaming agreement is the one you negotiate from a position of strength — because you found the prime early, before they were desperate. PrimeFinder helps you identify active primes in your NAICS space while they're still building their teams.
Get Charter Access — Free for 1 Year →