1. PARTNERING TO WIN ON FEDERAL CONTRACTS:
Teaming, Joint Ventures, and the Mentor Protégé Programs
Presented By:
Maria L Panichelli, Esq.
Part 1 of a 4 - Part GovCon Webinar Series, Presented in Conjunction with

2. Maria L. Panichelli, Esq. Maria L. Panichelli, Esq.
@MariaPanichelli

3. A Primer

4. Know the Lingo…and The Key Differences
What is “Teaming” Anyway?
Sometimes used as “umbrella term” meant to encompass several things
Strictly speaking, a specific type of subcontracting relationship
CTAs?
Are “Teams” the Same as “Joint Ventures?”
No, there are important differences
JV as prime contractor
And Why is Mentor-Protégé in the Mix??
Relation to JVs?
Purpose of program

5. Fundamental Concepts Basic Building Blocks
What is a “set-aside” contract?
What does it mean to be a “small” business?
Are there specific types of small businesses?
What are the benefits of being a “small” business?
What is affiliation and why is it important?

6. Fundamental Concepts Why Do Companies Team?
The rise of “set aside” contracts means large businesses are looking for a way in…
Meanwhile, the increased importance on non-price evaluation factors means small businesses are looking for a leg up on the competition…

7. Fundamental Concepts Why Do Companies Team?
Large businesses can leverage their small teaming partner’s eligibility, while
Small businesses leverage their large business partner’s capabilities
Other types of teams do exist!

8. Fundamental Concepts Why Do Companies Team?
Helps small businesses grow
Helps large businesses get access to contracts
Promotes relationship-building
The question becomes….what type of partnership is best And How do I do it right?

9. Teaming or Joint Venture?
Which is Right For You?

10. Teaming v. Joint Ventures
Lots of Things to Think About:
Business Considerations
Practical Considerations
Legal Considerations

11. Teaming v. Joint Ventures
Important Differences:
Who is the Prime Contractor?
Control, Responsibility, Liability, Finances, Etc.
Affiliation Issues (Is Mentor Protégé Required?)
Timing, Targets
Leveraging of Capabilities

12. Teaming v. Joint Ventures
Key Considerations:
Your Goals, Strengths Weaknesses, Capabilities
Your Partner’s Goals, Strengths, Weaknesses, Capabilities
Reality v. Expectations or Hope

13. Teaming Tips

14. Teaming Tips Keys for a Successful Team: Diligence Accountability
Transparency
Open and Honest Communication
Trust
Keys to Drafting a Good Teaming Agreement:
Exclusivity
Enforceability
Expectations

15. Teaming
Exclusivity
Do you want your competitors to have the same leg up?
Remember: Trust; Communication; Transparency
Address this issue up front
Be specific about scope and term of exclusivity arrangement!

16. Teaming Enforceability
A mere “agreement to agree” or does language manifest an intent to bind the parties?
Level of specificity in language
Jurisdiction

17. Teaming Expectations – Other Essential Provisions for Teaming
Term and Termination
Protest Rights and Responsibilities
Protection of Proprietary Information/NDAs and Non- Solicitation
Subcontract Terms
Governing Law
Plan for all Contingencies!

18. ** Pro Tip: Attach a draft subcontract to your teaming agreement**
Best Practice Advice
Don’t be vague; the more specific the better
Use mandatory language
Be particular about scopes of work
Open and honest communication and discussion of all potential contingencies
** Pro Tip: Attach a draft subcontract to your teaming agreement**

19. Teaming The Ugly Side of Teaming – What Can Go Wrong?
Destroy small business Status/Eligibility
Lost Eligibility for Future Contracts
Other Violations
Sanctions/Fees/Debarment?

20. Draft your teaming agreement to avoid these problems!
The Ugly Side of Teaming – How Do Things Go Wrong?
Affiliation
“Unconditional” Control Issues
Performance of Work Requirements Not Met
Draft your teaming agreement to avoid these problems!

21. “Small” Joint Ventures

22. Joint Ventures Who is In the Joint Venture?
Two (or more) Small Businesses
Each is Individually Small…
A Large and Small Business(es)
Mentor Protégé is a Prerequisite

23. “Small” Joint Ventures & The Mentor Protégé Programs

24. Mentor Protégé Programs
A Primer on the Mentor Protégé Programs
Two Programs
Purpose?
Eligibility
Mentors
Protégés

25. Mentor Protégé Programs
A Primer on the Mentor Protégé Programs
Written Agreement, Application
Application Review, Approval/Reconsideration
On-going Evaluation and Reporting Requirements

26. Mentor Protégé Programs
Benefits of Mentor Protégé Relationship
In order to raise capital, the protégé firm may agree to sell or otherwise convey to the mentor an equity interest of up to 40% in the protégé firm

27. Mentor Protégé Programs
Benefits of Mentor Protégé Relationship
No determination of affiliation or control may be found between a protégé firm and its mentor based solely on the mentor-protégé agreement or any assistance provided pursuant to the agreement
A protégé and mentor may joint venture as a small business for any government prime contract or subcontract, provided the protégé qualifies as small for the procurement

28. Compliant Joint Ventures

29. Mentor Protégé Joint Ventures
“Small” Joint Ventures: Requirements
Written Agreement
Performance of Work and Performance of Work Reports
Certificate of Compliance
Inspection of Records
Consequences?

30. Mentor Protégé Joint Ventures
Other Eligible JVs: Requirements
8(a) - 13 CFR (c)
HUBZone - 13 CFR
SDVO SBC - 13 CFR (b)
WOSB/EDWOSB - 13 CFR
What about VA VOSB/SDVOSB?
Don’t forget about CVE/VetBiz!

31. Questions?

32. Contact Me