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.[Comment: The documents requested by Question M may help in thedetermination of whether there is an unlawful anticompetitive intent.]N.Have the parties to be bid been disclosed or intended to be disclosed byany party? __ If yes, identify each party and describe:(i) the nature of the disclosure;(ii) the reason such disclosure is necessary for the teaming arrangement.[Comment: Question N goes to the question of collusion.The answers arerelevant both with regard to antitrust analysis and the signing of therequired Certificate of Independent Price Determination.]O.If we are the prime contractor, did you conduct a "make or buy" analysis? __If yes, state the results:[Comment: Question O goes to the issue of whether the vertical arrange-ment is intended to restrict a source of supply from competitors or whetherit is the result of a legitimate need.] "Guidelines" for Establishing a (Vertical)Teaming Agreement2by James R Gallatin, Jr.& Bruce S.Ramo2.James P.Gallatin, Jr., and Bruce S.Ramo, "Contractor Team Arrangements Good Fences MakeGood Neighbors," an article appearing in Contract Management Magazine, April 1986, pages11 and 38.250 Appendix C to Chapter 4 251"GUIDELINES" FOR ESTABLISHINGA (VERTICAL) TEAMING AGREEMENTCertain basic issues should be covered in any company teaming agreement,particularly those which are of a vertical type, for example, a prime contrac-tor to subcontractor(s) relationship.Two authorities on the subject of team-ing have cited eight basic elements which should be present in all suchcontractor agreements.They are: % A statement of purpose for teaming, normally referring to the specific com-plementary technology or expertise of the respective team members andidentifying a single acquisition to which the agreement is applicable. % A provision identifying the team members which will respond to the gov-ernment's solicitation as the prime contractor and describing the primecontractors duties and rights concerning the submittal of the proposal andnegotiations with the government.* A provision defining the subcontractors duties and obligations in supportof the proposal % A provision stating the parties' intent to enter into a subcontract for workidentified in a statement of work (SOW) incorporated into the agreement,provided the prime contractor is the successful offeror." An "exclusivity"provision, establishing that the prime contractor will notpropose any other subcontractor for the work described in the SOW andthat the subcontractor will not propose to the government or any otherpotential prime contractor the work described in the SOW.* A provision listing the events which will cause the agreement to terminate,normally including 1) cancellation of the solicitation, 2) award of theprime contract to another contractor, 3) a substantial change in the government's requirements, and 4) the elapsing of 12 months from the date ofthe agreement. % A provision clarifying that each party to the agreement is an independentcontractor and that there shall be no joint control, joint property, joint lia-bility for losses and expenses, or jointparticipation in profits or losses. % A provision establishing procedures for the exchange of proprietary informa-tion and restrictionson the reproduction, disclosure, and use of suchdata. Appendix D to Chapter 4 ________A "Model Outline" for a Teaming Agreementby an anonymous source252 Appendix D to Chapter 4253A "MODEL OUTLINE"FOR A TEAMING AGREEMENTWhen undertaking a new endeavor, it is always beneficial to learn from thelessons of those who have done similar work before us.Such is certainly the casewith something as complex and difficult as a company teaming agreement.Shown below is an outline from a real teaming arrangement between twomajor prime contractors in the aerospace & defense industry.The titles for eachsection are presented in italics, and descriptive commentary is provided within[brackets].Introduction to the Teaming Arrangement.[This provides information regarding the date of execution, where thedocument was executed, the intent of the parties for entering into theagreement, identifies the customer, etc.]1.Definitions used in the document [ Pobierz całość w formacie PDF ]
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.[Comment: The documents requested by Question M may help in thedetermination of whether there is an unlawful anticompetitive intent.]N.Have the parties to be bid been disclosed or intended to be disclosed byany party? __ If yes, identify each party and describe:(i) the nature of the disclosure;(ii) the reason such disclosure is necessary for the teaming arrangement.[Comment: Question N goes to the question of collusion.The answers arerelevant both with regard to antitrust analysis and the signing of therequired Certificate of Independent Price Determination.]O.If we are the prime contractor, did you conduct a "make or buy" analysis? __If yes, state the results:[Comment: Question O goes to the issue of whether the vertical arrange-ment is intended to restrict a source of supply from competitors or whetherit is the result of a legitimate need.] "Guidelines" for Establishing a (Vertical)Teaming Agreement2by James R Gallatin, Jr.& Bruce S.Ramo2.James P.Gallatin, Jr., and Bruce S.Ramo, "Contractor Team Arrangements Good Fences MakeGood Neighbors," an article appearing in Contract Management Magazine, April 1986, pages11 and 38.250 Appendix C to Chapter 4 251"GUIDELINES" FOR ESTABLISHINGA (VERTICAL) TEAMING AGREEMENTCertain basic issues should be covered in any company teaming agreement,particularly those which are of a vertical type, for example, a prime contrac-tor to subcontractor(s) relationship.Two authorities on the subject of team-ing have cited eight basic elements which should be present in all suchcontractor agreements.They are: % A statement of purpose for teaming, normally referring to the specific com-plementary technology or expertise of the respective team members andidentifying a single acquisition to which the agreement is applicable. % A provision identifying the team members which will respond to the gov-ernment's solicitation as the prime contractor and describing the primecontractors duties and rights concerning the submittal of the proposal andnegotiations with the government.* A provision defining the subcontractors duties and obligations in supportof the proposal % A provision stating the parties' intent to enter into a subcontract for workidentified in a statement of work (SOW) incorporated into the agreement,provided the prime contractor is the successful offeror." An "exclusivity"provision, establishing that the prime contractor will notpropose any other subcontractor for the work described in the SOW andthat the subcontractor will not propose to the government or any otherpotential prime contractor the work described in the SOW.* A provision listing the events which will cause the agreement to terminate,normally including 1) cancellation of the solicitation, 2) award of theprime contract to another contractor, 3) a substantial change in the government's requirements, and 4) the elapsing of 12 months from the date ofthe agreement. % A provision clarifying that each party to the agreement is an independentcontractor and that there shall be no joint control, joint property, joint lia-bility for losses and expenses, or jointparticipation in profits or losses. % A provision establishing procedures for the exchange of proprietary informa-tion and restrictionson the reproduction, disclosure, and use of suchdata. Appendix D to Chapter 4 ________A "Model Outline" for a Teaming Agreementby an anonymous source252 Appendix D to Chapter 4253A "MODEL OUTLINE"FOR A TEAMING AGREEMENTWhen undertaking a new endeavor, it is always beneficial to learn from thelessons of those who have done similar work before us.Such is certainly the casewith something as complex and difficult as a company teaming agreement.Shown below is an outline from a real teaming arrangement between twomajor prime contractors in the aerospace & defense industry.The titles for eachsection are presented in italics, and descriptive commentary is provided within[brackets].Introduction to the Teaming Arrangement.[This provides information regarding the date of execution, where thedocument was executed, the intent of the parties for entering into theagreement, identifies the customer, etc.]1.Definitions used in the document [ Pobierz całość w formacie PDF ]