1 (Ex. 10.7)
TEAMING AGREEMENT
No. 01-036 YFI
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Between
Resource Consultants, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and
Your Future, Inc.
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▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
THIS AGREEMENT. is entered into on this 15 day of November, 2001, by
and between Resource Consultants, Inc. (RCI), hereinafter referred to as the
"Prime Contractor" and Your Future, Inc. (YFI), hereinafter referred to as
the "Subcontractor".
WHEREAS, the Prime Contractor intends to submit a proposal to provide
Technical Services in support of Solicitation No. 3-JC-286-24 (hereinafter
referred to as the "Program").
WHEREAS, the respective capabilities of the parties complement one
another; and
WHEREAS, The Prime Contractor and the Subcontractor desire to define
their mutual rights and obligations during the submittal of said proposal and
any subsequent contract resulting therefrom, consistent with Federal/State
laws governing restraint of trade or competition as applicable.
NOW THEREFORE, to effectuate the foregoing, the Prime Contractor and the
Subcontractor in consideration of the mutual covenants hereinafter contained,
agree as follows:
ARTICLE 1 - PURPOSE OF AGREEMENT
--------------------------------
The Proposal will be based on RCI being the Prime Contractor to the
Government of any resultant contract, and YFI being a subcontractor to RCI
for the furnishing of support to the above Solicitation.
1
2 (Ex. 10.7)
The purpose of, and sole intent behind, the formulation and execution of the
Agreement between the undersigned parties, is to enable RCI to obtain the
services of the subcontractor in the event it obtains award of the Program.
This Agreement applies only to the proposal which relates to the subject
Program, and to no other effort which may be undertaken by the parties,
either jointly or separately.
ARTICLE 2 - PROPOSAL PREPARATION PARTICIPATION
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The parties agree that the Prime Contractor has the full responsibility to
prepare and submit the proposal created as a result of this Agreement to the
requiring agency. The Subcontractor will provide that technical support
required for the preparation of the technical and management portion of the
proposal in accordance with the Statement of Work (SOW), Attachment A hereto.
In the event of a disagreement on the form or contents of the proposal, the
Prime Contractor shall have sole authority to make any final decisions.
ARTICLE 3 - LEGAL EFFECT OF AGREEMENT
-------------------------------------
Other than the covenants contained herein, no legal entity or relationship of
any kind shall be deemed to arise herefrom either between the parties
themselves or between the parties hereto and any other individuals,
organization, corporations, or governments. Except as provided herein, no
actions, obligations, or commitments of any nature of either of the parties
hereto shall be binding upon the other party. The parties hereto shall be
deemed to be independent contractors, and the employees of one shall not be
deemed to be employees of the other. This Agreement shall be construed and
interpreted in accordance with the laws of the Commonwealth of Virginia.
ARTICLE 4 - GOVERNMENT APPROVAL OF SUBCONTRACTOR
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The Prime Contractor will recognize and identify the Subcontractor in its
proposal and will use its best efforts to secure Government consent to place
the proposed Subcontractor for this Program. The Prime Contractor will keep
the Subcontractor fully advised of any change which may affect the
Subcontractor's area of responsibility.
ARTICLE 5 - RESTRICTIONS
------------------------
During the effective term of this Agreement, the parties agree that they will
not participate in any manner in other teaming efforts that are competitive
to this Agreement, and they will not compete independently (including the
independent submission of a proposal to the Government or any other party for
the work specified in the RFP previously identified in this Agreement). The
term "participate" as used herein includes (but is not limited to) the
Interchange of technical data with competitors.
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3 (Ex. 10.7)
ARTICLE 6 - SUBCONTRACT NEGOTIATIONS
------------------------------------
If Prime Contractor is awarded the prime contract, the Prime contractor will
use its best effort to negotiate a subcontract with the Subcontractor for
work on the prime contract consistent with the terms cited in Attachment A,
upon terms and conditions to be mutually agreed, provided that the Government
does not disapprove such a subcontract. Subcontractor agrees to accept those
terms and conditions in the prime contract with are required to be included
in its subcontract.
ARTICLE 7 - LIMITATIONS ON USE OF PROPRIETARY INFORMATION AND DATA
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A. The parties anticipate that under this Agreement it may be necessary
for either to transfer to the other information of a proprietary
nature. Proprietary information shall be clearly identified at the
time of disclosure.
B. Each of the parties agrees that it will use the same reasonable
efforts used to protect its own proprietary information. Disclosure
of such information shall be restricted to those individuals who are
directly participating in the proposal and subcontract efforts
identified herein.
C. Neither party shall be liable, however, for the inadvertent or
accidental disclosure of such information marked as proprietary as
provided above, if such disclosure occurs despite the exercise of
the same degree of care as such party normally takes to preserve and
safeguard its own proprietary information.
D. Neither party shall make any reproduction, disclosure, or use of
such proprietary information except as follows:
1. Such data furnished by the Subcontractor may be used by the
Prime Contractor in performing its obligations under this
Agreement.
2. Such data furnished by the Prime Contractor may be used by the
Subcontractor in performing its obligations under this
Agreement.
3. Such data may be used in accordance with any written
authorization received from the disclosing party.
E. The limitations on reproduction, disclosure, or use of proprietary
information shall not apply to, and neither party shall be liable
for reproduction, disclosure, or use of proprietary information with
respect to which any of the following conditions exist:
3
4 (Ex. 10.7)
1. If, prior to the receipt thereof under the Agreement, it has
been developed independently by the party receiving it, or has
been lawfully received from other sources, including the
Government, provided such other sources did not receive it due
to a breach of this Agreement or any other Agreement.
2. If, subsequent to the receipt thereof under this Agreement, (i)
it is published by the party furnishing it or is disclosed by
the party furnigshing it to the other, including the Government,
without restriction; or (ii) it has been lawfully obtained by
the party receiving it from other sources including the
Government, provided such other source did not receive it due to
breach of this or any other agreement; or (iii) if such
information otherwise comes within the public knowledge or
becomes generally known to the public.
3. If any part of the proprietary information has been, or
hereafter shall be, disclosed in a United States patent issued
to the party furnishing the proprietary information hereunder,
after the issuance of said patent, the limitations on such
proprietary information as is disclosed in the patent shall be
only that afforded by the United States Patent Laws.
F. Neither the execution and delivery of this Agreement, nor the
furnishing of any proprietary information by either party
shall be construed as granting to the other party either
expressly, by implications, estoppel, or otherwise, any
license under any invention or patent, hereafter owned or
controlled by the party furnishing same.
G. Notwithstanding the expiration of the other portions of this
Agreement, the obligations and provisions of this Article
shall continue for a period of eighteen (18) months from the
date of this Agreement.
H. Each party hereby designates its Technical Representative,
identified in Article 10 below as the only person who is
authorized to receive proprietary or confidential information
exchanged between the parties pursuant to this Agreement.
ARTICLE 8 - RIGHTS IN INVENTIONS
--------------------------------
Inventions shall remain the property of the originating party. In the event
of joint inventions, the parties shall establish their respective rights by
negotiations between themselves. In this regard, it is recognized and agreed
that the parties may be required to, and shall, grant licenses or other
rights to the Government to inventions, data, information under such standard
provisions which
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5 (Ex. 10.7)
may be contained in the Government Prime Contract contemplated by this
Agreement, provided, however, such license or other rights shall not exceed
those required by said Contract.
ARTICLE 9 - PUBLIC ANNOUNCEMENT/NEWS RELEASES
---------------------------------------------
Any news release, public announcement, advertisement or publicity release by
either party concerning the program or its efforts in connection with the
proposal or any resulting contract will give full considerations and
representation to the roles and contributions of both parties.
ARTICLE 10 - AUTHORIZED REPRESENTATIVES
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All communications relating to this Agreement shall be directed to the
specific person designated to represent the Subcontractor of this program.
Each of the parties to this Agreement shall appoint one technical and one
administrative representative. These appointments shall be kept current
during the period of this Agreement. Communications which are not properly
directed to the persons designated to represent the Prime Contractor and the
Subcontractor shall not be binding upon the Prime Contractor or the
Subcontractor.
All technical notices should be addressed to:
________________________________ Resources Consultants, Inc.
________________________________ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
________________________________ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: __________________________ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
(_____) _____ - __________ (▇▇▇) ▇▇▇-▇▇▇▇
All contractual notices shall be addressed to:
________________________________ Resources Consultants, Inc.
________________________________ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
________________________________ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: __________________________ Attn: ▇▇▇▇ ▇. ▇▇▇▇▇
(_____) _____ - __________ (▇▇▇) ▇▇▇-▇▇▇▇
ARTICLE 11 - DURATION OF AGREEMENT
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This Agreement, which is effective upon the date which it was executed, shall
automatically expire and be deemed terminated effective upon the date of the
occurrence of any of the following events or conditions, whichever shall
first occur; except for the conditions expressed in Article 7 hereof:
5
6 (Ex. 10.7)
A. Official Government announcement or notice of the cancellation of
the Program.
B. The receipt by the Prime Contractor of written notice from the
Government that it will not award the Contract for this Program.
C. The receipt by the Prime Contractor of written notice from the
Government that it has awarded the Contract for this Program to an
entity other than the Prime Contractor.
D. The receipt of an official Government notice that the proposed
Subcontractor will not be approved as a subcontractor under a
contract to the Prime Contractor on this Program.
E. Award of a subcontract by the Prime Contractor to the Subcontractor
for its designated portion of the Program.
F. Mutual agreement of the parties to terminate the Agreement.
G. Petition by one of the parties for bankruptcy or a reorganization
under the applicable Bankruptcy laws or the execution of an
Assignment for the Benefit of Creditors.
H. The expiration of a one (1) year period commencing on the date of
this Agreement except as such period may be extended by mutual
agreement of the parties.
ARTICLE 12 - ASSIGNMENT OF AGREEMENT
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This agreement may not be assigned or otherwise transferred by either party,
in whole or in part, without the express prior written consent of the other
party.
ARTICLE 13 - SECURITY
---------------------
Access to security information classified "Top Secret", "Secret", or
"Confidential" shall be governed by the provisions of FAR 52.204-2 (1984
Apr.).
ARTICLE 14 - CANCELLATION OF PRIOR AGREEMENTS
---------------------------------------------
This Agreement contains the entire agreement of the parties and cancels and
supersedes any previous understanding or agreement related to this Program,
whether written or oral. All changes or modifications to this Agreement must
be agreed to in writing between the parties.
6
7 (Ex. 10.7)
ARTICLE 15 - PROPOSAL COST OBLIGATIONS
--------------------------------------
Each party to this Agreement will bear its respective costs, risks, and
liabilities incurred as a result of its obligations and efforts under this
Agreement. Therefore, neither the Prime Contractor nor the Subcontractor
shall have any right to any reimbursement, payment, or compensation of any
kind from each other during the period prior to the award and execution of
any resulting subcontract between the Prime Contractor and the Subcontractor
for the Program and work described in the Agreement.
ARTICLE 16 - NON HIRING AGREEMENT
---------------------------------
The parties agree that they will not hire employees of the other who perform
work under any resultant prime contract and subcontract without the written
prior consent of the other party until one year after the expiration of the
term of any resultant prime contract and subcontract and any extensions
thereof.
ARTICLE 17 - ACCURACY OF DATA
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All data provided by the Subcontractor for incorporation in the RCI proposal
to the Government will be accurate, complete, and current at the time of
submission. Prior to the closing date and time of the proposal contemplated
by this agreement, the Subcontractor agrees to provide the Prime Contractor a
signed certification (Attachment B) relating to the data. The certification
requirement covers the broadest aspects of corporate capabilities,
experience, and personnel, and is in addition to any certification of cost or
pricing data if required. This certification must be signed by the
individual responsible for the Subcontractor's submission to the Prime
Contractor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate, each of which shall be considered an original, by
their respective signatory officials thereunto duly authorized as of the day
and year first above written.
YOUR FUTURE, INC. RESOURCE CONSULTANTS, INC.
BY: /SIGNATURE/ BY: /SIGNATURE/
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NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ NAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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TITLE: CEO TITLE: President
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DATE: 11-15-01 DATE: 28 NOV 01
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