NDAs, controlled disclosure, and definite teaming terms
Terms for protecting proprietary information and binding private teaming terms before proposal reliance.
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Purpose-limited NDA and controlled disclosure
A purpose-limited is a confidentiality agreement that restricts use and disclosure of proprietary information to defined teaming purposes. An ordinary teammate exchange is not automatically protected by the FAR. Practical secrecy measures include marking, need-to-know access, controlled -tier disclosure, and return or destruction terms. Federal trade-secret status under 18 U.S.C. § 1839(3) still requires the owner to take reasonable measures to keep qualifying information secret. Execute the NDA before architecture, pricing, or customer strategy leave the building; mark, compartment, and log what each teammate receives.
Watch for
A one-line “keep this confidential” email is not a substitute for reasonable measures, and the FAR does not create a blanket private NDA between teammates.
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Definite teaming terms
Definite teaming terms are concrete, enforceable commitments in a or subcontract — , workshare, price, duration, termination, and exclusivity bounds — rather than promises to negotiate later. FAR 9.603 recognizes identified, fully disclosed contractor teams; it does not supply missing private terms or decide enforceability. Whether a teaming agreement or a particular promise is enforceable depends on governing state law and the agreement’s language. Material terms left for later “good-faith negotiation” often leave an agreement to agree, not a subcontract you can rely on in the proposal.
Watch for
FAR recognition of a team does not fill in missing subcontract terms, and naming a teammate in the proposal does not make the the enforcer of your private workshare percentage. Broad exclusivity across an entire agency in exchange for undefined workshare is not a deal — narrow exclusivity to the pursuit and make workshare measurable.