A government-contract teaming agreement may ask a subcontractor to work exclusively with one prime for a particular opportunity. That can be commercially reasonable when both sides are investing proposal resources and sharing sensitive information.
The problem is rarely the word exclusivity by itself. The risk comes from an unclear opportunity definition, a long duration, one-sided termination rights, restrictions that survive a failed pursuit, or language broad enough to cover unrelated agency work.
FAR 9.6 does not create a blanket exclusivity requirement
FAR Subpart 9.6 recognizes contractor team arrangements and says they are often formed before an offer. It does not require every teaming arrangement to be exclusive. Exclusivity is therefore something the parties should evaluate in the actual agreement rather than treat as a standard FAR mandate.
The Government also retains its normal rights, and the prime remains fully responsible for contract performance regardless of the private teaming arrangement.
Official source: FAR Subpart 9.6 — Contractor Team Arrangements.
Five boundaries worth defining
- Opportunity: identify the solicitation, vehicle, task order, program, or acquisition the restriction actually covers.
- Role: state whether exclusivity applies only to the same proposed scope or to any work under the opportunity.
- Duration: define when the restriction starts and when it ends.
- Release events: address cancellation, no-bid decisions, proposal elimination, award to someone else, or failure to negotiate a subcontract.
- Affiliates and personnel: avoid language that accidentally binds companies or business units that were never part of the pursuit.
Watch the no-bid and post-award gaps
A subcontractor can lose months of market access if exclusivity continues even after the prime decides not to bid. The agreement should explain what happens if the prime stops pursuing the opportunity, misses the proposal deadline, is eliminated from competition, or receives an award but does not give the subcontractor the expected work.
Another issue is the period between award and subcontract execution. If the prime wins but negotiations stall, the subcontractor should know whether exclusivity continues indefinitely or ends after a defined period.
Questions to ask before signing
- Exactly which acquisition does this restriction cover?
- Can we support another prime on materially different scope?
- When are we automatically released?
- Can the prime terminate the teaming agreement while keeping us restricted?
- Does exclusivity survive if our workshare is reduced or removed?
- Are non-solicitation, non-compete, or confidentiality provisions being mixed into the exclusivity clause?