270 Legal [Sample Agreements]

Tactical Solution Options Teaming Agreement

THIS TEAMING AGREEMENT, including all Exhibits attached hereto or referenced herein (hereinafter referred to as “this Agreement”), is made and entered into this 5th day of February, 2007, by and between Tactical Solution Options, a Division of Tactical Solution Partners, Inc. (“TSO”), a Delaware corporation with offices located at 1403 Greenbrier Pkwy., Suite 430, Chesapeake, VA 23320, and AMTI, an Operation of Science Applications International Corporation (“SAIC”), a Delaware corporation with offices located at 2900 Sabre Street, Suite 800, Virginia Beach, VA 23452. TSO and SAIC are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”

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7. Costs/Limitation of Liability. Each Party shall bear all costs, expenses, risks and liabilities incurred by it arising out of or relating to its obligations, efforts or performance under this Agreement. Neither Party shall have any right to any reimbursement, payment or compensation of any kind from the other during the term of this Agreement. The liability of either Party to the other for any claims, liabilities, actions or damages arising out of or relating to this Agreement, howsoever caused and regardless of the legal theory asserted, including breach of contract or warranty, tort, strict liability, statutory liability or otherwise, shall not, in the aggregate, exceed the amount of out-of-pocket costs incurred by the other Party under this Agreement which are not otherwise reimbursed either directly or indirectly by the Government. In no event shall either Party be liable to the other for any punitive, exemplary, special, indirect, incidental or consequential damages (including, but not limited to, lost profits, lost revenues, lost business opportunities, loss of use or equipment down time, and loss of or corruption to data) arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought, and even if the Parties have been advised of the possibility of such damages or loss.

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EXHIBIT A

TACTICAL SOLUTION OPTIONS
STATEMENT OF WORK

FOR

An impending Non -Solicited Task Orders from the ** for Evaluator/Assessment Subject Matter Experts (SME)

1. Introduction:

This Statement of Work pertains to the impending Non-Solicited Task Orders from the ** for Evaluator/Assessment Subject Matter Experts (SME) for both emergent and long term Task Order requirements. Additionally, ** Solicitations in the form of Sole Source, RFP, or Task order for same like services as developed through the initial venture to **. It is the intent of TSO to award SAIC a subcontract under this Program, if TSO is successful in winning the prime contract. TSO’s goal is to put forth to the Government the best capabilities and qualified cost effective resources regardless of company affiliation, throughout the life of the contract. Tactical Solution Options and SAIC agree that upon satisfactory negotiation of a subcontract, the following areas of technical support will be included in the subcontract between the parties. Both parties recognize Exhibit A represents the initial task order and expected like future task orders for related services or a RFP by **. The government may define within the Statement Of Work requirements on follow on tasking or a RFP solicitation that would lead to modifications of tasking to a individual team member in order to meet the stated requirements.

2. Subcontract Responsibility Assignment:

2.1 The Subcontractor will be eligible to provide support in the following areas:

a.Provide experienced ** instructor support (Consistent with the ** program);

b.Provide training and evaluation Subject Matter Expert (SME) support directly to the government in support of ** operations;

c.Provide any other mutually agreed upon areas of expertise requested by the customer.

TSO retains sole discretion to assign tasks or services ordered by the Government to any subcontractor as it chooses.

2.2 To the extent the awarded contract provides for additional tasking, Subcontractor will be free to independently market work within its respective areas of expertise under the resulting contract, provided that it will not knowingly market work that is intended for another team member. It is further intended that the Subcontractor will coordinate marketing efforts with TSO’s Program Manager to alleviate the possibility of creating a potential conflict. TSO will not withhold approval for direct contact between the Subcontractor and the Government customer (in accordance with Paragraph 12 of the TSO Teaming Agreement) as long as such contact is in the spirit of this paragraph, relative to marketing their areas of expertise. In the event that team members have overlapping technical capability, TSO will assign responsibilities in accordance with marketing initiative, customer preference, cost, and availability of personnel. TSO, as Prime, retains responsibility for unilaterally settling disputes using the aforementioned criteria in arriving at a decision.
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