TEAMING AGREEMENT BETWEEN COMPANY NAME
AND
BOARD OF REGENTS, of the NEVADA SYSTEM OF HIGHER EDUCATION
On behalf of
DESERT RESEARCH INSTITUTE
ARTICLE 1
INTRODUCTION
1.1
This Agreement is made on _________, between Company Name located at
_____________________ (hereinafter referred to as "Company"), and the Board of Regents of the
Nevada System of Higher Education on behalf of the Desert Research Institute, a nonprofit having
its principal offices at 2215 Raggio Parkway, Reno, NV 89512 (hereinafter “DRI”)
1.2
COMPANY intends to submit a Proposal to the ___________ (hereinafter referred to
as “Client”) in response to Solicitation No. ______________ anticipated to be issued in _________.
As of the date of this agreement, a draft Statement of Work is available at _____________.
1.3
COMPANY and DRI mutually agree that, by cooperating in the submission of a
proposal they will be fully responsive to the requirements of performance specification and will
submit a proposal that will offer the greatest possibility of an award to COMPANY, and thereafter an
award of a Subcontract to DRI, upon the terms and conditions herein stated.
1.4
In consideration of these premises, the Parties mutually agree as follows:
ARTICLE 2
PROPOSAL ACTIVITIES
2.1
COMPANY RESPONSIBILITIES: COMPANY will act as the Prime Contractor and will
exercise overall management during the development of the Proposal. COMPANY will prepare
technical/professional data as necessary for the proposal, include DRI as a subcontractor in the
proposal, integrate the data furnished by DRI and submit the integrated proposal to the Client.
COMPANY will have ultimate responsibility for the contents of the integrated proposal and will
consult with DRI on issues affecting data submitted by DRI to COMPANY.
2.2
SUBCONTRACTOR RESPONSIBILITIES: DRI will furnish to COMPANY, in a timely
fashion, complete and full information of a management, technical and cost nature as required for
that portion of the proposal assigned to DRI as described in Attachment A, Statement of Work. The
proposal to the Client will be presented as a team effort and will identify DRI as the proposed
Subcontractor for DRI work effort. All prices, cost estimates, or quotations for subcontracted work
submitted to COMPANY for inclusion in the proposal will be approved by a DRI representative
empowered to authorize bids. DRI will furnish preferred-client pricing to COMPANY so as to not
provide pricing higher than that bid to other preferred clients for work of the same type and amount.
DRI will support and participate with COMPANY in negotiations for award of a subcontract in the
area of responsibility proposed by DRI as reasonably requested by COMPANY. If DRI has
questions or concerns regarding the procurement during the time period the RFP is open for
competition, the parties will collaborate and jointly contact and solicit a response from the Client.
COMPANY agrees to promptly advise DRI of all changes to the solicitation and/or Client’s
requirements which affect DRI’s areas of responsibility or the prices proposed for such work.
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2.3
EXCLUSIVE EFFORT: DRI agrees that in consideration of being included in
COMPANY’s Proposal, DRI will not (a.) collaborate or join with any other firms in any additional
and/or competing Proposal in response to the RFP; or (b.) submit a Proposal of its own as a Prime
Contractor in direct competition with COMPANY. This exclusion shall not be construed so as to
prohibit DRI from the provision of any services to any other entity in connection with the RFP if this
Agreement has been previously terminated, and/or another entity has been chosen by Client for the
award.
2.4
PROPOSAL COSTS: Unless otherwise agreed to in writing, each party will
respectively bear all of its own expenses, costs, risks, and liabilities arising from each party’s
obligations and efforts under this Agreement during the Proposal preparation period, up to the time
of Award. DRI shall not have any right to claim reimbursement, payment or compensation of any
kind from COMPANY during the Proposal period and up to the time of award of any Subcontract.
COMPANY will bear the expense of publishing and delivering the Proposal to Client.
ARTICLE 3
PAST PERFORMANCE
To enable COMPANY to demonstrate successful past performance in the proposal, DRI
will submit past performance information upon request. If DRI knows or has reason to know that
a past performance evaluation may be adverse, DRI will advise and will submit sufficient
information for COMPANY to assess the impact of the past performance evaluation on the
proposal and prepare a mitigation strategy.
ARTICLE 4
AWARD OF PRIME CONTRACT
4.1
SUBCONTRACT IMPLEMENTATION: If a Contract is awarded to COMPANY by
Client resulting from the Proposal, the parties shall, in good faith and in a timely manner, negotiate a
mutually acceptable Subcontract pursuant to the provisions of this Agreement and the Award
between COMPANY and Client, including the flow down of mandatory and necessary clauses to the
Subcontractor. The Subcontract will identify COMPANY as the Prime Contractor and DRI as
Subcontractor. It is understood by the parties that any such Subcontract or modifications thereto
are subject to:
a)
negotiation of mutually satisfactory terms and conditions appropriate under
the Prime Contract and other terms and conditions as mutually agreed upon,
b)
mutual agreement on those portions of the statement of work, technical
requirements, delivery schedules, price, and terms and conditions not agreed
to prior to submission of the Proposal, and
c)
approval by the Client, if required.
In the event a disagreement between the Parties concerning the Subcontractor’s scope of work,
price, delivery, or provisions of the Subcontract is not resolved through good faith negotiations within
in reasonable time, but not exceeding sixty (60) calendar days from the date of award of the Prime
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Contract, COMPANY shall have the right, without prejudice, to terminate this Agreement and enter
into other agreements with other vendors to fulfill the requirements.
4.2
SUBCONTRACTOR APPROVAL BY CLIENT: COMPANY will use reasonable
efforts to ensure that DRI will be approved by Client as a Subcontractor and that Subcontractor’s
proposed area of responsibility is approved by Client as proposed.
4.3
FOLLOW-ON WORK: If Client authorizes additional work under the Contract, the
Subcontractor will be permitted to participate in any follow-on work, as appropriate and consistent
with the particular expertise that the Subcontractor brings to the project. The specifications and
compensation for such additional work will be contained in a further written agreement between the
Parties.
4.4
COMMUNICATION DURING PROJECT: COMPANY and DRI staff shall regularly
communicate with each other on any issues of concern or any changes in the program. Technical
issues will be discussed between technical staff. Any issues involving changes in schedules, costs,
or types of analyses to be delivered will be coordinated through COMPANY and DRI Subcontracts
personnel. At a minimum, a quarterly phone call will be offered to discuss issues or problems,
including recommendations or options for maximizing logistical efficiencies in the subcontracting of
work by COMPANY to DRI and the performance of such work by DRI.
The anticipated Subcontract is to be funded in whole or in part with funds from the United States
Government. No privity between the Government Client and Subcontractor shall be established by
the Subcontract. All communications regarding the Subcontract must be directed to COMPANY and
not to COMPANY’s Government Client. During Subcontract performance it may become necessary
for DRI to communicate directly with COMPANY’s Government Client regarding technical and
logistical issues relating to the analyses performed under DRI’s Subcontract. When such
circumstances arise, DRI shall provide COMPANY timely advance notice of DRI’s intent to contact
Client and the COMPANY-DRI team will contact Client together, unless COMPANY waives its right
to participate as Prime Contractor. However, if upon contacting the Client the Client indicates that
the communication should be between the Client and COMPANY as Prime Contractor, the parties
shall comply with Client’s directive.
Should it become necessary for COMPANY to communicate with COMPANY’s Government Client
regarding DRI’s Subcontract, COMPANY shall provide DRI timely advance notice of COMPANY’s
intent to contact Client and provide DRI an opportunity to participate in communicating with Client.
However, if upon contacting the Client the Client indicates that the communication should be
between the Client and COMPANY as Prime Contractor, the parties shall comply with Client’s
directive.
ARTICLE 5
TERM AND TERMINATION
5.1
TERMINATION: Except as related to proprietary data, all the rights and obligations
of the parties to this Agreement shall terminate when one of the following events occurs:
a)
Notice from Client that the RFP has been canceled or that the Contract will
not be awarded to COMPANY;
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b)
Award to other offerors, to the exclusion of COMPANY for all or substantially
all of the project work contemplated by this Agreement;
c)
Execution by both parties of the Subcontract contemplated by this
Agreement;
d)
Failure to obtain Client's consent to place the Subcontract;
e)
Judicial determination that either party is insolvent or bankrupt pursuant to
the provisions of any state or federal insolvency law, or the appointment of a
receiver or trustee of the property by reason of either party's insolvency or
inability to pay its debts, or the assignment of substantially all of either party's
property made for the benefit of that party's creditors; and
f)
Mutual agreement of the parties.
g)
The expiration of 18 months from the effective date hereof; provided,
however, if this procurement is still under consideration by the Client upon
the expiration of the 18 month period, this Agreement shall continue in force
until terminated pursuant to one of the forgoing conditions.
The obligations and duties set forth in Article 6 governing proprietary information shall survive any
such termination described in 5.1 herein.
ARTICLE 6
PROPRIETARY INFORMATION
6.1
PROPRIETARY DATA: Preparation and submission of the Proposal, including the
conduct of negotiations, may require the exchange of data and information considered proprietary to
the parties. To the extent that such data or information is so identified in writing by the disclosing
party at the time of exchange, the receiving party agrees to hold such proprietary data and
information in the strictest confidence for a period of three (3) years from the date of this Agreement,
and further agrees that, within that period of time it will not use any such proprietary data or
information except in connection with this proposal, and will not disclose or use for its own purposes
any such proprietary data unless authorized in writing by the party originally furnishing such data or
information.
The provision of this Article 6 shall not apply to data or information in the public domain at
the time it was disclosed, or known to the party receiving it at the time of disclosure, or which
becomes known to the receiving party independently of the disclosing party without breach of this
Agreement, or which is independently developed by the receiving party.
The receiving party shall not be liable for the disclosure of such proprietary data or
information which results from the intended and necessary use of the data or information in the
course of joint activities between the parties, nor the inadvertent or accidental disclosure of such
data or information which occurs despite the exercise of the same degree of care as the party
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receiving normally takes to preserve its own proprietary data or information, nor for disclosure of
such data or information pursuant to judicial or governmental action.
Exclusive points of contact for transmitting and controlling proprietary information under this
Agreement are:
For:
Company Name
_____________
_____________
_____________
Attn:
For:
Desert Research Institute
2215 Raggio Parkway
Reno, NV 89512
Attn:
6.2
NO LICENSE: It is agreed that no license in any intellectual property rights of either
party is granted by this Agreement or by any disclosure of proprietary information hereunder.
6.3
DATA RIGHTS: Certain data may be furnished to a party with limited rights,
including, but not limited to, restrictions on use, licensing, sublicensing, assignment, copying, or
modification. The receiving party agrees to observe such limitations or restrictions as may be
imposed by the giving party provided, however, that each such unit of data is prominently marked as
being subject to limited or restricted rights.
6.4
INVENTIONS: All inventions made during the performance of this Agreement shall
be the sole property of the party employing the inventor conceiving such invention or inventions.
The parties shall have joint title to any invention jointly conceived by them during the performance of
this Agreement and may each independently grant licenses thereunder without the prior approval of,
or obligation to, the other party.
ARTICLE 7
GENERAL PROVISIONS
7.1
PUBLICITY: Any news release, public announcement, advertisement or publicity
proposed to be released concerning the Application or the activities of either party in connection with
this Agreement or the resulting Subcontract shall be released only upon mutual review and
agreement of the parties.
7.2
CONFLICT OF INTEREST: DRI shall notify COMPANY immediately of any
reasonably perceived potential conflict of interest arising from the provision of services to any other
organization, government entity, or corporation through the term of this Agreement.
7.3
RELATION OF THE PARTIES: It is mutually agreed and understood as follows:
(a)
That each party will use reasonable efforts to furnish to the other such
cooperation, assistance, and information as may be necessary to ensure the
best possible Proposal;
(b)
This Agreement shall only relate to the Proposal submitted hereunder and
any resulting Subcontract and shall not relate to any other unrelated activities
undertaken by the parties, either jointly or independently. Subject to the
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terms of this Agreement, nothing contained herein shall preclude either party
from its normal marketing effort in connection with its products and services;
and
(c)
That the parties in all matters shall be acting as independent contractors, and
no legal entity or relationship of any kind shall be deemed to arise herefrom,
either between the parties themselves or between the parties hereto or other
individuals, organizations, corporations, or the Government; and it is
specifically agreed that this Agreement does not give effect to a joint venture,
partnership, or formal business organization of any kind. Except for the
preparation and submission of the Proposal and the mutual support to be
provided between the parties hereto toward the attainment of an award
thereunder, no actions, obligations, or commitments of any nature of either
party hereto shall be binding upon the other party.
7.4
NOTICES: All contacts that may be required between the parties hereto to effectuate
the terms of this Agreement shall be directed to the following:
For:
Company Name
_________________
_________________
_________________
Attn:
For: Desert Research Institute
2215 Raggio Parkway
Reno, NV 89512
Attn:
7.5
AUTHORIZATION TO CONTRACT: Each party represents and warrants to the other
that it is a corporation duly organized and validly existing in the state indicated in this Agreement and
is or will become duly qualified and in good standing under the laws of all states in which it is
required to be qualified in order to conduct the business covered by the Proposal. Further, each
party represents that it has full corporate power and authority to enter into this Agreement and to do
all things necessary for the performance of the Subcontract contemplated herein.
7.6
CHOICE OF LAW: This agreement shall be interpreted and construed in accordance
with the laws of the State of Nevada.
7.7
CAPTIONS: The captions of this Agreement are for convenience and reference only
and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of
any provision hereof.
7.8
SUCCESSORS: This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, personal representatives, and assigns.
7.9
ASSIGNMENT: Neither this Agreement nor any interest herein may be assigned, in
whole or in part, by either party hereto without the prior written consent of the other party hereto.
7.10 WAIVER; PARTIAL INVALIDITY: Failure of either party to exercise any power or
right granted hereunder shall not constitute a waiver of that party's right thereafter to demand
compliance with the terms hereof; and if any clause or provision hereof is determined to be invalid,
illegal or incapable of being enforced by reason of any rule of law or public policy, that clause or
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provision shall be deemed severable from the remaining provisions of this Agreement, and all other
conditions and provisions shall remain in full force and effect and binding on the respective parties
to this Agreement, to the extent the substantive objectives may continue to be met.
7.11 NON-SOLICITATION: During the term of this Agreement, and for one year
thereafter, neither party shall (i) induce, or attempt to induce, any employee of the other party to quit
the other party’s employ, and (ii) recruit or hire away any employee of the other party. However, this
shall not be construed to restrict, limit or encumber an employee’s rights granted by law.
7.12 AMENDMENTS: This Agreement shall not be amended or modified unless the
amendment or modification is set forth in a document executed by duly authorized representatives
of both parties.
7.13 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
two parties with respect to the subject matter. All prior agreements, representations, statements,
negotiations, and understandings are superseded.
IN WITNESS WHEREOF, this Agreement has been executed by persons who are properly
authorized to legally bind these respective organizations. Each party acknowledges that it has read
the Agreement, understands it, and agrees to be bound by its terms.
COMPANY NAME
BOARD of REGENTS, NEVADA
SYSTEM OF HIGHER EDUCATION on
behalf of the Desert Research Institute
______________________________
By
______________________________
By
_____________________________
Name
_____________________________
Title
______________________________
Date
_______________________________
Name
_______________________________
Title
________________________________
Date
Attachment: Exhibit A – Statement of Work
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Attachment A
STATEMENT OF WORK
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