Government Contract Attorneys for Federal Contracting and Disputes

A teaming agreement is a contract between contractors pursuing a government opportunity together. It can materially affect bidding strategy, eligibility, workshare, exclusivity, and long-term revenue if the bid is successful.

One of the biggest risks is the affiliation trap—including the SBA’s ostensible subcontractor rule—where a large prime or subcontractor relationship gives rise to too much control over a small business teammate. That can disqualify the small business from set-aside opportunities and undermine the value of the relationship.

These agreements also determine whether the subcontractor actually receives the promised work after award. Poorly drafted teaming agreements are often treated as unenforceable “agreements to agree,” leaving the subcontractor with little recourse if the prime keeps the work in-house.

A well-structured teaming agreement should do more than outline the pursuit. It should protect eligibility, preserve leverage, define workshare and performance obligations, and safeguard proprietary information from the outset.

SDVOSB certification can open the door to valuable set-aside opportunities, particularly in federal procurements where eligibility directly affects who can compete and win. But strict rules govern ownership, control, and ongoing eligibility, and those requirements are closely scrutinized.

If a company’s structure, governance, or day-to-day operations do not align with SDVOSB requirements, the issue is not just technical noncompliance. It can lead to protests, disqualification, loss of status, or challenges that disrupt contract opportunities already in play.

A bid protest may make sense when there are material problems with the procurement process, the evaluation, or the award decision. But the question is not just whether a protest is possible. It is whether filing one is likely to preserve the opportunity or materially improve the company’s position.

That depends on timing, legal merit, the value of the contract, and the company’s broader business strategy. In the right case, a protest can lead to corrective action or a renewed opportunity to compete.

Earn-outs remain one of the most common sources of post-closing litigation, and that risk is often heightened in GovCon deals. The issue is not just whether the business performs. It is how that performance is measured once the buyer takes control. “Accounting Arbitrage” occurs when a buyer uses shifts in revenue recognition, indirect cost allocation, backlog treatment, or expense capitalization to artificially deflate the EBITDA or revenue metrics tied to the earn-out.

In a government contracting acquisition, those issues can be even more pronounced because contract revenue, funded backlog, change orders, indirect rates, and compliance-related costs do not always flow neatly into standard middle-market accounting assumptions. A seller may believe the business is tracking toward the earn-out, only to find the buyer applying more restrictive standards or internal cost allocations that reduce the payout on paper.

We do not leave that to the post-closing debate. We push for a calculated consistency approach in the purchase agreement that locks in the accounting methodology used during diligence and defines how key GovCon-specific items are treated. That includes issues such as indirect cost allocations, contract reserves, backlog conversion, intercompany charges, and one-time compliance or integration expenses. The goal is to make sure the earn-out reflects actual business performance—not a buyer’s ability to move the goalposts after closing.

In GovCon litigation, timing can materially increase risk exposure. When a dispute involves a contract award, a teaming relationship, confidential information, or contract performance, the speed of the forum can turn an already serious matter into a rapid, high-stakes problem.

The Eastern District of Virginia is known for moving cases quickly. That pace compresses discovery, accelerates motion practice, and forces parties to make consequential decisions early, often before they would in a more typical forum.

For that reason, disputes in the EDVA require experienced counsel who understand the court, the pace, and the pressure points that can shape the outcome from the outset.

A size protest can delay an award, disrupt a pending procurement, or disqualify a company from a set-aside opportunity if the SBA determines the business is not actually “small” under the applicable size standard.

In higher-value set-aside procurements, these protests are common and often turn on ownership, affiliation, and control. That is why contractors should evaluate size issues early, including through pre-award size audits that assess corporate structure, business relationships, and the documents likely to be scrutinized if a protest is filed.

The goal is not just to respond once the protest arrives. It is to put the company in a stronger position before the award is challenged.

In a DoD procurement, MOSA is not just about building an open architecture. It can also affect which technical data and software-related deliverables the government expects to access in order to support interoperability, sustainment, and future competition.

If your data rights assertions are not aligned carefully with the architecture and the applicable DFARS clauses, you can create unnecessary exposure around core proprietary assets. DoD guidance specifically calls for acquisition planning to address the technical data deliverables and license rights needed to support a MOSA.

That is why we treat the assertions matrix as a contract issue, not just a compliance attachment. The matrix under DFARS 252.227-7013 and 252.227-7014 should be matched to the software architecture, interface strategy, and funding history from the outset, because the government’s rights categories can materially affect what remains proprietary and what becomes available for broader government use.