How to Review a Teaming Agreement: a Clause-by-Clause Checklist

What is a teaming agreement, and what should you check before signing? A teaming agreement is a contract between two or more companies that agree to pursue a specific opportunity together, usually a tender or bid. One party is normally the prime, who will hold the main contract with the customer if the bid wins, and the other is the subcontractor or teaming partner, who will deliver part of the work. The teaming agreement governs the bid phase and sets out what happens if the bid succeeds, including the promise to enter a subcontract on agreed terms. The thing to understand before you sign is that a teaming agreement is mostly a promise about the future. Its value, and its risk, lie in how firmly it commits each side: whether you are locked into this team exclusively, what share of the work you are promised, and whether the prime is actually bound to give you a subcontract if the bid wins, or merely to try. Many disputes come from teaming agreements that bind the partner tightly during the bid but leave the prime free to walk away afterwards. This article is general guidance, not legal advice. Teaming arrangements engage contract and, in public procurement, specific tender rules, which vary by jurisdiction and by customer, so have a qualified lawyer review one before you sign. ## The clause-by-clause review checklist 1. The opportunity and scope. Is the specific bid or opportunity clearly defined? A teaming agreement should be tied to a named tender or customer, not an open-ended relationship.

2. Roles: prime and partner. Is it clear who is the prime and who is the subcontractor, who leads the bid, and who owns the customer relationship?
3. Exclusivity, and whether it is mutual. Are you barred from teaming with anyone else for this bid? If so, is the prime equally committed to you? One-sided exclusivity, where you are locked in but the prime is not, is the single most important thing to check.
4. Work share. Is your scope of work and your share clearly described, by percentage, by work package, or by value? Vague work share is the most common source of later disputes.
5. The commitment to subcontract. If the bid wins, is the prime bound to award you a subcontract, or only to negotiate one "in good faith"? A mere agreement to agree gives you little. Look for agreed key terms or a subcontract already attached as a schedule.
6. Bid-cost responsibility. Who bears the cost of preparing the bid, and are those costs recoverable if the bid loses? Usually each side bears its own, but confirm it.
7. Confidentiality. Does the agreement protect the information you share during bidding, limit its use to the bid, and require its return or destruction afterwards?
8. Intellectual property. Who owns background IP, and who owns anything created jointly for the bid? Background IP should stay with its owner, with a licence only for the bid.
9. Flow-down terms. If the bid wins, which terms from the main contract will flow down to your subcontract? Unlimited flow-down can import risks you never saw.
10. Term and termination. When does the agreement end: on award, on signing the subcontract, on a bid loss, or a fixed date? What are the exit rights, and do confidentiality and non-solicit survive?
11. Non-solicitation and non-circumvention. Is each side stopped from going around the other to deal directly with the customer or poach staff?
12. Governing law and disputes. Which law governs, and how are disputes resolved? In India this is a contract under the Indian Contract Act, 1872, and public-tender teaming may also have to fit the customer's procurement rules. ## Red flags in a teaming agreement - You are bound exclusively to the team, but the prime has no matching commitment to you.

• The prime only agrees to "negotiate in good faith" a subcontract, with no agreed terms, so you could win the bid and still get nothing.
• Your work share is described loosely, leaving it to be settled later.
• Flow-down of the main contract terms is unlimited, importing risk you cannot see at signing.
• There is no confidentiality protection for the pricing and technical information you share.
• The prime can replace you after award with little consequence.
• Non-circumvention is one-sided, protecting the prime but not you. ## A note on jurisdiction A teaming agreement is a commercial contract. In India it is governed by the Indian Contract Act, 1872, and an agreement that is only an "agreement to agree" on key terms may be hard to enforce, which is why agreed subcontract terms matter. Where the bid is for a government or public-sector contract, the customer's own procurement rules, such as the General Financial Rules and tender conditions, may restrict subcontracting, substitution and consortium structures, so the teaming agreement has to fit those rules. In the UK, US, Ireland, Singapore and Australia both contract law and public-procurement rules differ, and in US federal contracting teaming agreements have their own well-developed practice, so treat "varies by jurisdiction" as the default. Last verified October 2026. ## Where a contract workspace helps Reviewing a teaming agreement means holding several moving parts together: the exclusivity each side accepts, the work share, the promise to subcontract, the flow-down terms, and the confidentiality that protects your bid information. The risks are rarely in one clause; they sit in how the clauses combine and in what the agreement leaves to be settled later. Drafting a teaming agreement, reviewing where the commitment is one-sided, tracking the bid and award dates, and governing each bid you join can sit in one AI workspace tuned to how your company bids for work. Adira is built to gather that work into a single workspace.