How to Team with Other Government Contractors (Prime/Sub, CTA & JV Guide) | Intandem

Step 1: Choose the Right Teaming Structure: Prime/Sub vs. Joint Venture vs. GSA CTA (FAR 9.601 & 13 CFR 125.8)

Over 85% of small business teaming deals use a straightforward Prime/Subcontractor relationship—reserve formal Joint Ventures for multi-million-dollar strategic pursuits.

Under FAR 9.601, the federal government recognizes two primary Contractor Team Arrangements: (1) a partnership or **Joint Venture (JV)** where two or more companies form a separate legal entity (typically an unpopulated LLC) to act as a potential prime contractor, and (2) a **Prime/Subcontractor** arrangement where an identified prime contractor agrees with one or more companies to have them act as its subcontractors under a specific solicitation.

When should you choose Prime/Sub vs. a Joint Venture? A Prime/Sub Agreement requires zero entity formation—just a signed Teaming Agreement—and works immediately for any solicitation. However, some agencies weigh the Prime’s past performance more heavily than a Subcontractor’s. In a compliant SBA Joint Venture (13 CFR 125.8), FAR 15.305(a)(2)(vi) **legally requires the Contracting Officer to consider the past performance, capabilities, and clearances of each individual JV partner** as if the JV itself performed them.

Step 1 Checklist

• Default to a Prime/Subcontractor structure if the solicitation is due in less than 21 days.
• Consider a Joint Venture if you have at least 30+ days before RFP release and need the agency to score both partners’ past performance equally.
• remember that an SBA Joint Venture must be registered in SAM.gov with its own UEI and CAGE code prior to proposal submission.

Step 2: Master the 13 CFR 125.6 "Limitations on Subcontracting" & Similarly Situated Entities (13 CFR 125.6 & FAR 52.219-14)

You cannot win a set-aside contract as a front company and pass 90% of the work to a large corporation—unless you use the "Similarly Situated Entity" rule properly.

Every small business set-aside or sole-source contract incorporates **13 CFR 125.6** (and FAR 52.219-14), which caps how much of the total amount paid by the government the Prime Contractor may pay to subcontractors that are NOT similarly situated:

• **Services Contracts:** The small business Prime may not pay more than **50%** of the amount paid by the government to non-similarly situated firms. • **Supplies / Products (other than from a nonmanufacturer):** Max **50%**. • **General Construction:** Max **85%** subcontracted (Prime performs at least 15% after deducting cost of materials). • **Special Trade Construction:** Max **75%** subcontracted (Prime performs at least 25%).

Here is the superpower most contractors miss: **The Similarly Situated Entity (SSE) Exclusion (13 CFR 125.6(c))**. If you are an SDVOSB Prime bidding on an SDVOSB set-aside and you subcontract 35% of the work to *another verified SDVOSB*, that 35% counts toward YOUR 50% prime performance requirement! That enables two specialized small businesses to combine forces without violating pass-through rules.

Step 2 Checklist

• Verify your workshare split satisfies 13 CFR 125.6 (50% services / 85% general construction / 75% specialty trade).
• Check if your subcontractor holds the exact same SBA socioeconomic status (8a, SDVOSB, WOSB, HUBZone) to qualify as a Similarly Situated Entity.
• Document your workshare calculation in your Price Volume to insulate your team against size or ostensible subcontractor protests (13 CFR 121.103(h)(3)).

Step 3: Identify Solicitation Gaps & Vet Potential Teaming Partners (USASpending & SBA DSBS Vetting)

Never pitch a prime or subcontractor with "Do you have any work for us?" Pitch a specific solicitation and the exact Section L/M gap you solve.

High-performing contractors approach teaming like surgical puzzle-solving. Start with a real solicitation (or upcoming recompete) and run a **Gap Analysis** across four dimensions: (1) SBA Set-Aside Eligibility (e.g., the bid is set aside for 8(a) or HUBZone, which you lack), (2) NAICS & Technical Scope (e.g., you do software engineering, but Task Area 4 requires onsite fiber cabling), (3) Past Performance (e.g., Section M requires 3 VA medical center references), and (4) Geography or Security Clearance.

Once you know the exact gap, vet potential partners using objective award data: check their active SAM.gov status, verify their SBA certification expiration dates, and inspect their USASpending.gov award history to confirm they actually win and deliver work in that agency or NAICS code.

Step 3 Checklist

• List your exact "Haves" (e.g., SDVOSB certification, Secret FCL, 2 past performance refs) and your "Needs" (e.g., HVAC trade license in Texas, 1 agency past performance ref) for the target RFP.
• Verify any prospective partner’s active CAGE Code and SBA certifications before sharing proprietary pricing.
• Protect your target solicitation number during initial outreach until the partner confirms interest—so you don’t accidentally alert a competitor to a quiet bid.

Find Vetted SBA Primes & Subcontractors in 60 Seconds with Tandy AI: Attach any solicitation in Intandem and ask Tandy for a teaming partner. Tandy runs a 4-signal gap analysis (NAICS overlap, capability fit, USASpending award history, and SBA status), sends a confidential Partner Intro Card that keeps your solicitation blind until mutual opt-in, and auto-books your Google Meet intro call. Explore AI Teaming Matchmaking | Browse SBA Set-Aside Programs

Step 4: Execute a Mutual NDA & Specific Teaming Agreement Before Writing (FAR 9.602 & 9.603)

Lock in exclusivity, workshare percentage guarantees, and proposal writing responsibilities in writing before sharing rates or past performance citations.

Once your intro call confirms a mutual fit, execute two documents immediately: (1) a **Mutual Non-Disclosure Agreement (NDA)** protecting both parties’ labor rates, customer references, and technical approaches, and (2) a **Teaming Agreement (TA)** tied specifically to that solicitation number.

A solid Teaming Agreement must state that **if the Prime is awarded the contract, the Prime SHALL award a subcontract to the Subcontractor** for the defined scope of work and minimum percentage of contract revenue (e.g., "40% of total labor hours across Task Areas 2 and 3"), rather than a vague "agrees to negotiate in good faith" clause which many state courts treat as an unenforceable agreement-to-agree.

Step 4 Checklist

• Sign a Mutual NDA tied to the specific solicitation number before exchanging pricing or past performance narratives.
• Include an Exhibit A in the Teaming Agreement specifying exact Statement of Work task areas and target workshare % (e.g., 51% Prime / 49% Sub).
• Assign clear proposal writing deadlines (who writes which technical section, how many past performance citations each firm contributes, and when Sealed Pricing is due).