Across our careers on source selection boards, not one teaming agreement ever reached an evaluation file. What reached us was a name. A subcontractor in the staffing plan, a letter of commitment, a box on an org chart with somebody else’s logo in it. FAR 9.603 asks that a team arrangement be identified and the company relationships fully disclosed in the offer. Identified. That is the entire ask.
Then came the calls a few weeks after award. A small firm reading us its own name out of the winning proposal, asking when the work starts. We had no contract with that firm and no lever to hand it.
Whether to team at all, and how to choose the partner, we take up in why teaming matters. This is about the two documents and what each one does.
Two instruments, two different moments
The FAR does not use your vocabulary. FAR 9.601 defines a contractor team arrangement two ways: companies forming a joint venture to bid as a potential prime, or a potential prime agreeing with other companies to act as its subcontractors under a specified Government contract. “Teaming agreement” is the industry word for the private contract those companies sign. It appears nowhere in the FAR.
The instrument is pre-award by design. FAR 9.602(c) says companies normally form the arrangement before submitting an offer, though they may form one later, even after award. FAR 9.603 recognizes such arrangements provided they are disclosed, which is recognition and not approval. FAR 9.604 then keeps the Government’s right to require consent to subcontracts and to hold the prime fully responsible for performance regardless of any team arrangement. Nothing in the subpart gives you a right against your teammate.
A wrinkle before you cite any of that in 2026. Subpart 9.6 is still in the codified FAR, but appears nowhere in the rewritten Part 9 that GSA has followed by class deviation since November 3, 2025 and the Department of War since February 17, 2026. The guidance moved into the non-binding FAR Companion, and that subpart was never the source of your rights anyway.
The subcontract is the second document, and it moves the money. FAR 44.101 defines it broadly enough to cover purchase orders. Per FAR 44.000, that part is the Government’s oversight of the prime’s subcontracting, not a rulebook for your commercial terms.
Hold the sequence. Opportunity, teaming agreement, proposal, award, subcontract, invoices. Everything you care about happens at step five.
What the teaming agreement actually binds
Real obligations, all on the bidding side of the line. Who drafts which volume. Who carries the bid and proposal cost. What each side may do with the other’s rates and resumes. Whether either party may pursue the same work with anyone else. Those promises are performable now, which is why courts enforce them.
Then find the sentence saying what happens if you and the prime cannot agree on a subcontract after award. Usually the agreement terminates and nobody owes anybody anything. That is not a remedy. That is the exit the prime kept for itself.
Two Virginia decisions are worth knowing, since many of these agreements select Virginia law. In Cyberlock Consulting v. Information Experts, the court held a teaming agreement unenforceable as an agreement to agree, even with a work split stated and a statement of work attached, because the promise depended on future negotiation. In Navar, Inc. v. Federal Business Council the Supreme Court of Virginia reached the same result on an agreement promising a minimum share of the labor hours and labor dollars, subcontracted upon arriving at terms acceptable to the parties. That agreement, the court said, does not contain a sum, or any reasonably certain method for determining a sum. Those plaintiffs recovered nothing.
We are former contracting officials, not lawyers, and this is not legal advice. Enforceability turns on the state contract law your agreement selects, and the FAR has no teaming agreement clause to borrow.
The work share clause, before and after
Here is the version small firms sign without a second thought.
Upon award of the prime contract, the parties shall negotiate in good faith a subcontract under which Subcontractor will perform its allocated share of the work anticipated to be performed, as presently understood by the parties, upon arriving at prices, terms and conditions acceptable to the parties.
Four expressions carry the damage, all of the kind the Cyberlock court read as tentative. “Shall negotiate” concedes nothing is agreed. “Anticipated” and “presently understood” push the scope into the future tense. “Acceptable to the parties” is a veto, usable the moment after you help win the work.
The same deal, written to bind.
The parties have agreed the subcontract attached as Exhibit B. Prime shall execute Exhibit B, without further negotiation of scope, price or terms, within the number of business days stated in Exhibit B, Section 1, after Prime’s receipt of the Government’s notice of award. Subcontractor’s scope is the task list at Exhibit A, keyed to the paragraph numbers of the solicitation’s performance work statement.
Negotiate became have agreed. Acceptable prices became a rate schedule. A percentage became named tasks. Fill that deadline with a short count of days, because “promptly after award” is not a deadline, and delete any clause letting either side walk when negotiations fail. The earlier agreement between those same parties was built that way.
The exclusivity clause, before and after
During the term of this Agreement, Subcontractor shall not participate, directly or indirectly, as a prime contractor, subcontractor, consultant or team member on any proposal for the Program with any other entity.
No end date. No definition of “the Program.” No release if the prime decides not to bid. And it runs one way.
The repair is dates and events instead of adjectives. Make it mutual, tie it to the solicitation number, and end it automatically on the earliest of a stated date, cancellation, award to another offeror, the prime electing not to submit, and the prime blowing the Exhibit B deadline.
What changes the day the subcontract is signed
You gain a paying customer and no relationship with the government at all. The Contract Disputes Act defines a contractor as a party to a Federal Government contract other than the Federal Government, and sends every contractor claim to the contracting officer. You are not a party, so you have no claim. GAO’s rules close the same door, limiting protests to an interested party at 4 CFR 21.0(a)(1) and barring protests of subcontract awards at 4 CFR 21.5(h).
Accountability never splits. FAR 52.244-2(f) says consent to a subcontract relieves the prime of nothing, and FAR 9.104-4(a) makes the prime responsible for determining its subcontractors’ responsibility. That is why the prime wants your financials and nobody at the agency ever does.
Consent also tells you how replaceable you are. Where the prime has no approved purchasing system, FAR 44.201-1 requires the contracting officer’s written consent before it places cost-reimbursement, time-and-materials or labor-hour subcontracts, and fixed-price subcontracts above the greater of $350,000, the simplified acquisition threshold under FAR 2.101, or 5 percent of the prime contract’s estimated cost. Under a commercial contract, FAR 44.000(b) switches consent off entirely, so the prime can swap you out and nobody has to tell the government.
Flow-downs arrive with the subcontract, never with the teaming agreement. FAR 52.244-6 lists what a prime must insert into a commercial subcontract, and those clauses become your obligations at your cost.
Payment timing is where the risk sits. FAR 52.232-25 makes the Government’s payment due the later of the 30th day after a proper invoice or after acceptance, and says nothing about the prime paying you. Construction is the exception, since FAR 52.232-27(c)(1) requires payment within 7 days of the prime’s receipt of payment. FAR 52.232-40 requires accelerated payment to small business subcontractors within 15 days, but only once the Government has accelerated payment to the prime. Negotiate the payment clause, not the teaming agreement.
Primes ask for the whole customer relationship, and they can have most of it. Where the prime contract carries a subcontracting plan, 13 CFR 125.3(c)(1)(iii) and FAR 52.219-9(d)(14) bar the prime from prohibiting a subcontractor from raising payment or utilization matters with the contracting officer. A blanket no-contact clause cannot reach those subjects.
“Subcontractors called me about money more than anything else. I would pull the file and confirm what they already suspected: my contract was with the prime, and the prime's deal with them was not mine to enforce. What I could do was write it down. That paragraph followed the prime into every source selection for the next three years.”
The small business rules that decide your eligibility
A payment test, not a headcount test
FAR 52.219-14 is written in dollars paid out, not hours worked. On services other than construction, no more than 50 percent of the amount the Government pays for performance may go to subcontractors that are not similarly situated entities. On supplies other than a nonmanufacturer procurement, 50 percent excluding the cost of materials. On general construction, 85 percent excluding materials, and 75 percent for special trade construction. 13 CFR 125.6(a) carries the same figures.
Two misreadings are everywhere. That you must self-perform half the work with your own employees, which is an older rule. And that the materials exclusion reaches services, which it does not.
Similarly situated entity is defined tightly at FAR 52.219-14(b): a first-tier subcontractor, independent contractors included, holding the same small business program status that qualified you and small for the NAICS code you assign to its subcontract. Both halves, and second-tier small firms never count. Under 13 CFR 125.6(c) the exclusion covers only work that firm performs with its own employees.
FAR 19.505 applies the limitations above the simplified acquisition threshold, and at any dollar value to 8(a), HUBZone, SDVOSB and WOSB awards. 13 CFR 125.6(d) measures the base term and each option period separately, so a clean base year proves nothing about year three.
The ostensible subcontractor rule was rewritten
This is the provision that ends deals. 13 CFR 121.103(h)(3) makes an offeror ineligible as a small business, 8(a), certified HUBZone, WOSB or SDVOSB concern where SBA finds an ostensible subcontractor: one that is not a similarly situated entity and performs primary and vital requirements of the contract, or on which the prime is unusually reliant.
Read that consequence carefully, because most training material online has it wrong. The old text treated the two firms as joint venturers for size purposes. SBA deleted that framing in a final rule effective January 16, 2025. The word now is ineligible, and it attaches to the award.
Borrowing a large teammate’s resume is still allowed. 13 CFR 121.103(h)(3)(ii) lets a prime use a subcontractor’s experience to strengthen its offer, and FAR 15.305(a)(2)(iii) tells evaluators to consider subcontractors performing major or critical aspects of the requirement. Trouble starts when the pattern in SBA’s appeals decisions fits you: the ineligible incumbent under you as a sub, its people in your staffing plan, its work in your past performance volume. If your subcontractor does what the solicitation was written to buy and you are mostly moving paper, you have a problem, whatever anyone intended.
The safe harbor is documentary. Under 13 CFR 121.103(h)(3)(iii), on a services, specialty trade construction or supplies set-aside, you are treated as performing the primary and vital requirements if you can show that you and your similarly situated subs will meet the limits in 13 CFR 125.6. SBA’s Office of Hearings and Appeals treats that as a brightline rule. Build that worksheet before you bid.
And none of it goes to GAO. A size protest goes to the contracting officer and then to the SBA Area Office for Government Contracting, where under 13 CFR 121.1004(b) the contracting officer or SBA may file at any time, with no clock at all.
Three structures that bind differently
A joint venture is a separate offeror, in writing and identified as a joint venture in SAM.gov. 13 CFR 125.8(b)(2) makes the agreement name a small business as managing venturer. That venturer must perform at least 40 percent of the work the venture performs under 13 CFR 125.8(c)(1), and 13 CFR 121.103(h)(3)(v) makes the venture ineligible if SBA finds it will not. You trade paperwork for standing: 13 CFR 125.8(e)(1) keeps a buyer from making the small business member individually meet the same evaluation criteria.
The SBA Mentor-Protege Program is the version with a referee. Under 13 CFR 125.9 a mentor may provide management help, financing and subcontracts, and no determination of affiliation may be found based solely on the agreement or the assistance under it. That protection is the point, and the term may not exceed six years.
A GSA Contractor Team Arrangement fits two Schedule holders combining to bid a task order. GSA states plainly that FAR Subpart 9.6 does not apply, that each member holds its own Multiple Award Schedule contract and its own privity with the government, and that the agreement must not create a joint venture. Buyers never approve it. GSA’s template has the CTA Lead remit payment to members within X days of being paid, with the X left blank. That blank is your negotiation.
None of the three makes you eligible for something you are not. On a set-aside, GSA says every member must meet the socioeconomic status and FAR 52.219-14 still applies. Our federal partnering handbook works through each structure in detail.
What each one leaves in your past performance file
FAR 42.1502 requires a past performance evaluation at least annually and at completion for every contract and order above the simplified acquisition threshold, on the five-scale system at FAR 42.1503. That record belongs to the prime. There is no CPARS record for a subcontractor, and the contracting officer cannot create one.
A teaming agreement leaves nothing. A signed one attached to a losing proposal is a document in a drawer.
A subcontract can leave you something citable if you ask correctly and on time. 13 CFR 125.11 requires agencies to consider the past performance of small businesses that served as first-tier subcontractors or joint venture members. You request the rating from the prime within 30 days after the prime contract’s period of performance ends, and the prime has 15 calendar days to provide it on the FAR 42.1503 factors.
Two limits. The duty reaches only prime contracts that required a subcontracting plan, which FAR 19.702 pegs to solicitations expected to exceed $900,000, or $2 million for construction. And it lives in SBA’s regulation at 13 CFR 125.3(c)(1)(xiii)(A), not in the FAR. Read FAR 19.704 and FAR 52.219-9 and you will not find it. Write it into the subcontract with a named person responsible, because that clock runs from an event nobody will call to tell you about.
The mistakes that felt sensible at the time
Work share to be determined. Defensible in the moment, because the scope really is unsettled until the government answers questions. Still the shortest path to a won contract with no work in it for you.
A percentage standing in for a scope. Navar’s agreement named a minimum share of the labor hours and dollars, and the court found nothing to enforce. Attach a task list keyed to the solicitation’s paragraph numbers, with the labor categories you own.
An NDA that lets the prime use your rates for proposal purposes, with no carve-out and no duty to destroy anything. You handed a likely competitor your cost structure and countersigned it. Note that FAR 52.203-19 separately voids any confidentiality term restricting lawful reporting of fraud to federal investigators.
Signing first and negotiating the subcontract afterward, from nothing. The prime has won, your key people turned down other work to hold the dates, and the rates you assumed were settled are back on the table.
Never checking whether this prime has actually subcontracted to a small firm. Award history lives in SAM.gov Contract Data now that the public FPDS.gov site is gone, and subaward reporting moved into SAM.gov when FSRS.gov retired on March 8, 2025. Same digging as market research, aimed at a company instead of an agency.
When to walk away
The prime will not attach the subcontract or the rate schedule, and will not accept a deadline for executing them. Everything else in that agreement is decoration.
The exclusivity binds you and not them. Ask for reciprocity one time. The answer describes the whole relationship.
They want your certification for a scope they plan to keep. Ask which of your named people appear in the staffing plan, and at how many hours.
You would be the prime on a set-aside and the worksheet will not come in under the FAR 52.219-14 ceiling. The ineligibility is yours, not your teammate’s.
Before you sign the next one
When a client sends us a teaming agreement, the first thing we read is the exhibit list. If Exhibit A is a task-level scope and Exhibit B is the subcontract with its rates, the body is usually fine. If the exhibits are blank, our advisory work becomes a different conversation about whether the prime ever meant to issue one.
The government will never read your teaming agreement. The document that decides whether any of this was worth doing gets signed after the congratulations email, when everyone is busy and your people have already held the dates.