B2B Teaming Agreements, NDAs & SBIR Letters of Commitment

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Federal pursuits rarely stay single-company for long. You share ideas under an NDA, lock roles under a teaming agreement, attach a detailed Exhibit A so nobody argues about workshare later, and — for many SBIR/STTR proposals — collect letters of commitment so evaluators can see that partners will actually show up.

• Know which instrument you need (NDA vs teaming vs subcontract vs letter)
• Use mutual NDA before deep technical exchange when both sides will share
• Put workshare, interfaces, and pricing hooks in Exhibit A — not in hallway talk
• Get SBIR letters of commitment early enough to survive corporate signature cycles
• Do not confuse a teaming agreement with an awarded subcontract

What they are — the four instruments

What paper do teams normally use?

There is no single “government form” for B2B teaming. Large primes and sophisticated small businesses keep preferred templates. Smaller shops often start from counsel paper, an association template, or the other party’s form — then negotiate the few clauses that actually matter.

1. 1
   Mutual NDA (short form)

   2–6 pages. Mutual confidentiality, purpose limitation (e.g. “evaluating a teaming opportunity for [solicitation]”), term (often 2–5 years), residuals/residuals carve-outs if used carefully, and return/destruction. Avoid unilateral NDAs when both sides will share IP.

2. 2
   Teaming agreement (opportunity-specific)

   Often 8–20 pages plus exhibits. Names the solicitation/BAA/topic, exclusivity, prime designation, proposal responsibilities, workshare percentages or SOW slices, IP ownership for background vs foreground, OCI awareness, termination, and a path to negotiate a subcontract if awarded.

3. 3
   Exhibit A — Statement of Work / workshare

   The attachment people actually fight over. Tasks, interfaces, deliverables, labor mix, facilities, data rights assumptions, and rough price or cost-share. See the deep section below.

4. 4
   Letter of commitment / support

   1–2 pages on letterhead. Who, what they commit, period, any contingencies (“subject to award of…”), signature block with title. For SBIR, keep it specific enough to be believable and short enough to survive page budgets if attached.

• Correct legal names and addresses matching SAM / formation docs
• Named opportunity (solicitation number, topic, agency) — avoid evergreen “all DoD work” exclusivity by accident
• Exclusivity scope and duration you can actually honor
• Clear prime / sub intent and proposal lead
• IP: background stays with owner; foreground rules stated
• Signature authority (officer / authorized signatory) — not a random BD email

Why do they look like that?

Teaming paper looks dense because it is trying to do three jobs at once: protect secrets, allocate pursuit labor, and create a bridge to post-award subcontracting — without promising the government anything the companies cannot later perform.

Exhibit A — deep guide

Exhibit A is where vague “we’ll help on the sensor” becomes an auditable work package. If the teaming agreement is the marriage license, Exhibit A is the chore chart — and most post-award fights started here as wishful thinking.

1. 1
   Scope the slices, not the slogans

   List concrete WBS-style tasks (e.g. “design and fabricate brassboard RF front-end,” “run 12 environmental test hours,” “draft Volume 2 Section 3”). Avoid “support as needed.”

2. 2
   Define interfaces

   Who owns the API, ICD, data format, hardware connector, and meeting cadence? Bad interfaces create duplicate work and silent gaps.

3. 3
   Name deliverables and acceptance

   What is due by proposal day vs after award? Drafts, CAD, test data, reports, software baselines. Note who accepts and in what format.

4. 4
   State workshare math

   Percentages of labor, cost, or clearly carved SOW value. For SBIR, remember small-business performance percentages and research-institution rules on STTR — Exhibit A should not invent a structure the solicitation forbids.

5. 5
   Price hooks without fake precision

   ROM, notional rates, or “to be negotiated in good faith within X days of award notice” are common. Do not invent certified cost or pricing data you do not have.

6. 6
   IP and data assumptions

   Background IP stays with the owner. Foreground developed under the future award follows the subcontract and the solicitation’s data-rights scheme — do not promise “unlimited rights to customer” in Exhibit A unless counsel agrees.

7. 7
   People and facilities

   Key personnel (if any), cleared spaces, labs, IT environments. If export-controlled data will move, say who holds JCP/DD2345 and who is Data Custodian — do not invent compliance you lack.

Proposal shops, Shipley, LONG Capture — and the PropShop name

Inside large aerospace and defense primes, “the prop shop” (proposal shop) is the standing organization that runs competitive responses: calendars, color-team reviews, compliance matrices, volume leads, production, and leadership gates. The name prop-shop.ai comes from that industry shorthand — a modern shop for finding, tracking, responding, and capturing work — not from retail storefronts.

• Partner list with role (prime / sub / university / vendor / customer LOC)
• NDA status column (sent / signed / expired)
• TA + Exhibit A status before proposal freeze
• LOC tracker for SBIR Volume attachments
• One owner who can say “this signature is late” without drama

Letters of commitment for SBIR / STTR

Defense SBIR/STTR proposals often need evidence that research partners, facilities, or transition customers are real. A letter of commitment (LOC) — sometimes labeled letter of support or letter of intent — is the short signed instrument that carries that evidence into the volume package.

1. 1
   Ask early — corporate signature is slow

   Large labs and primes can take weeks for letterhead approval. Start LOC collection when you decide to bid, not the night before DSIP corporate certify.

2. 2
   Write specificity without overpromising

   Name the solicitation/topic, the contribution, the period, and “subject to award / subject to mutually acceptable subcontract.” Avoid blank “we support innovation” fluff.

3. 3
   Align to Exhibit A and cost

   If the letter promises 0.2 FTE of a named PI, Volume 3 and Exhibit A should not invent a different story.

4. 4
   Store signed PDFs as proposal artifacts

   Keep the final signed scan with the same care as Volume files. Resubmits and protests are ugly without the original.

Practical playbook (company-agnostic)

1. 1
   Day 0–2 — Speak safely

   Mutual NDA. Exchange only what the purpose clause allows. Mark proprietary pages.

2. 2
   Day 3–10 — Decide roles

   Go/no-go. Draft Exhibit A workshare. Choose prime. Open TA redlines on exclusivity, IP, and termination.

3. 3
   Day 7–21 — Sign and staff

   Execute TA + Exhibit A. Launch LOC requests in parallel. Put signature status on the proposal calendar.

4. 4
   Freeze → submit

   Lock volume text to the paper you actually signed. Do not describe a teammate you cannot evidence.

5. 5
   If awarded

   Convert Exhibit A into subcontract SOW quickly. Flow down clauses. Kick off against the real instrument — not the TA.

Related guides

Use PSAI’s Learning Center as open public knowledge — bookmark /learn, share guides with partners, and keep your signed paper in your own contracts file. When you are ready to run pursuits with the same discipline as a large-company prop shop, enter the workspace on prop-shop.ai.