Federal contractors often use a teaming agreement before a proposal is submitted. The document may identify the intended prime, the intended subcontractor, proposal responsibilities, expected workshare, exclusivity, confidentiality, and a plan to negotiate a subcontract if the team wins.
That does not mean the teaming agreement and the eventual subcontract are interchangeable. A subcontract normally contains the commercial and performance terms that govern actual work after award. A subcontractor should therefore compare the two documents rather than assume the award-stage subcontract simply carries forward the pre-award deal.
What FAR 9.6 actually recognizes
FAR 9.601 defines a contractor team arrangement to include a potential prime contractor agreeing with one or more companies to act as subcontractors under a specified Government contract or acquisition program. FAR 9.602 says these arrangements are normally formed before an offer, although they can be formed later in the acquisition process.
The FAR recognizes the arrangement, but it does not write the parties' private subcontract for them. FAR 9.604 also makes clear that the Government can still require consent to subcontracts and can hold the prime fully responsible for performance.
Official source: FAR Subpart 9.6 — Contractor Team Arrangements.
Terms that may change between the two documents
- Workshare may move from a percentage or general description to a detailed statement of work.
- Pricing may change from proposal assumptions to negotiated rates, ceilings, fixed prices, or task-order pricing.
- Flowdown clauses may appear for the first time after the prime receives the award.
- Payment terms, retainage, invoicing rules, and acceptance conditions may be added.
- Termination, default, indemnity, insurance, IP, data rights, cybersecurity, audit, and dispute provisions may be much broader than anything in the teaming agreement.
- The final subcontract may include an order-of-precedence clause that changes which document controls if terms conflict.
What to compare before signing the subcontract
Put the teaming agreement, proposal commitments, award information, and draft subcontract side by side. Look specifically for promises the prime relied on during the pursuit and for obligations that are new after award.
If the teaming agreement described a defined workshare but the subcontract gives the prime discretion to issue no work, that is a material commercial difference worth resolving before execution. The same is true if the subcontract adds broad flowdowns or liability terms that were never part of the pre-award understanding.
- Does the subcontract preserve the expected scope and workshare?
- Are proposal assumptions now written into the scope and price?
- Are new compliance obligations supported by the prime contract or solicitation?
- Does the subcontract override or supersede the teaming agreement?
- Which promises survive if the parties cannot agree on later task orders or options?
The practical point
Treat the teaming agreement as an important pre-award document and the subcontract as a separate signing decision. The safest review is not 'does this look like a normal subcontract?' but 'does this subcontract match what we agreed to pursue, and what new risk has been introduced since then?'