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The purpose of this special program is to detail the unique advanced problems and solutions that subcontracting and teaming arrangements present.

Companies often find that the boilerplate clauses on the back of purchase orders create more problems than they solve. Instead, a systems approach to subcontracting is needed - one that assesses the risk, defines the objectives, and then allows for flexible responses. Further, the use of teaming arrangements has increased significantly over the past number of years, especially on contracts for sophisticated, high-tech items where no single company has all the technical resources to do the work involved. Consequently, the government has actively encouraged such arrangements for some programs and projects.


  • Why Subcontract?
  • Key Legal Issues in Federal Subcontracting
  • Subcontracting Policies and Procedures
  • Selecting Subcontractors
  • Negotiating Subcontracts
  • Managing Subcontracts
  • Purpose of Teaming Agreements
  • Teaming Regulations
  • FAR Subpart 9.6
  • Preliminary Considerations
  • The Teaming Agreement
    • Recitals
    • Definitions
    • Structure
    • Scope
    • Proposal Efforts & Content
    • Termination
    • Expiration
    • Effecting the Subcontract
    • Intellectual Property
    • Damages/Disputes/Raiding
These subjects and more will be presented by a distinguished course faculty from Sheppard Mullin Richter & Hampton LLP  - individuals with exhaustive experience in the area of federal procurement law. In addition, each attendee will receive a comprehensive course manual.

Dates and Locations
July 26-27, 2018
The Westin Hilton Head Island
Hilton Head Island, SC
October 11-12, 2018
American Management Association
Arlington, VA
9:00 AM - 4:00 PM

1.   Introduction
a.   Why Subcontract?
b.   Subcontractor Statistics
c.   Rules Requiring Reporting of First-Tier Subcontractor Information

2.   Key Legal Issues in Federal Subcontracting
a.   Definitions – What is a "Subcontract" under the FAR?
b.   Privity with the Government (and exceptions to privity)
c.   Legal Implications of being a being a federal "subcontractor"
1.   Applicable law
2.   Federal vs. State Jurisdiction
3.   Subcontractor Claims

3.   Subcontracting Policies and Procedures
a.   FAR Subpart 44.2: Government Consent to Subcontracts
b.   FAR Subpart 44.3: Approved Purchasing Systems and CPSRs
i.    Contractor Business Systems
ii.   Proposed DFARS Rules regarding Contractor Business Systems
c.   FAR Subpart 44.4: Commercial Subcontracts

4.   Selecting Subcontractors
a.   Recurring Issues in the Subcontractor Selection Process
1.   Confidentiality Agreements
2.   Teaming Agreements
3.   Competition in Subcontracting
4.   Subcontractor "Protests"
5.   Make or Buy Issues
6.   Special problems presented by soliciting participation of foreign Subcontractors
7.   Special problems presented by purchasing commercial items under a non-commercial prime contract
b.   Subcontract Types
1.   FFP, Fixed Quantity
2.   IDIQ
3.   Requirements
4.   BOAs
5.   T&M/LH
6.   Regular FFP
7.   Cost reimbursable
8.   Incentive subcontracts
9.   Commercial item vs. non-commercial item subcontracts
10. Services
11. Construction
12. ADPE
13. Federal Supply Schedule
14. O&M

5.   Negotiating Subcontracts
a.   Negotiating Subcontract Terms and Conditions
1.   Philosophical approach
2.   Format of terms and conditions
3.   Identifying relevant contract requirements
4.   Tips to negotiating a subcontracting
5.   Internal negotiation controls
b.   Contract Flowdowns
1.   Mandatory vs. Necessary Flowdowns
2.   The Christian Doctrine
4.   Potential impact of OFCCP decisions on subcontractor flowdowns
3.   Commercial item subcontracts
c.   Negotiating "Standard" Subcontract clauses
d.   Negotiating "Non-Standard" Subcontract clauses
e.   Subcontractor Certifications

6.   Managing Subcontracts
a.   Federal requirements for Primes to manage subcontractors
b.   Recurring Subcontractor Issues
7.    Purpose of Teaming Agreements
  1. Purposes of Teaming
  2. The Prime’s Perspective
  3. The Subcontractor's Perspective
  4. Small Business Subcontracting
8.    Teaming Regulations
a.   FAR Subpart 9.6

9.    Preliminary Considerations
  1. Choosing the Teammate
  2. Government Approval
  3. Choosing the Structure of the Relationship
  4. Advance Confidentiality Agreements
  5. Exclusivity vs. Non-Exclusivity
  6. Intended Effect of Agreement
    1. Agreements to negotiate in good faith
    2. Agreements to agree
    3. Absolute duty to place subcontract
g.   Cost Issues
h.   Anti-Competition Issues
    1. Horizontal Restraints
    2. Vertical Restraints
i.    Affiliation Issues
j.    Teaming under MAS Contracts

10.    The Teaming Agreement
a.   Recitals
b.   Definitions
c.   Structure
d.   Scope
e.   Proposal Efforts and Content
    1. Areas of responsibility
    2. Preparing the drafts
    3. Decision authority
    4. Duty to submit
    5. Timing
    6. Negotiations with customer
    7. Relationship to subcontract price
f.    Termination
    1. Convenience
    2. Default
g.   Expiration
    1. Survival
    2. Precedence
h.   Effecting the Subcontract
    1. Price
    2. Schedule
    3. Structure
    4. Workshare
    5. Flowdown clauses
    6. Termination
    7. "Boilerplate"
    8. Precedence
    9. Options
    10. Data Rights
i.    Intellectual Property
    1. Contribution to team
    2. Patents and data
    3. Use of intellectual property
    4. Licensing
    5. Field of use restrictions
    6. Derivative property
j.    Damages/Remedies
k.   Disputes
l.    Raiding
m. Others

David Gallacher
David S. Gallacher is a Partner in the Government Contracts, International Trade and Investigations practice group in Sheppard Mullin's Washington, D.C. office. Mr. Gallacher's practice involves counseling companies – both large and small, in the defense and civilian markets, doing business in both the U.S. and international markets – regarding the complexities of federal procurement laws and the difficulties inherent in doing business with the U.S. Government. He has extensive experience on a wide range of issues including, among other things, teaming agreements, subcontract administration and flowdown requirements, prime/subcontractor relationships, country of origin preferences, export controls, commercial item exceptions, merger and acquisition due diligence, cost accounting, suspension and debarment, and small business requirements. He also has broad based litigation experience relating to defending False Claims Act cases in the U.S. District Courts, prosecuting claims before the Boards of Contract Appeals, pursuing bid protests before the GAO, and litigating in numerous other administrative settings.  

He regularly assists companies by conducting internal reviews relating any number of federal compliance issues, allowing companies to implement internal controls as well as assisting companies in making disclosures to the appropriate government authorities, when appropriate.  In 2007, he successfully arbitrated a dispute between two prominent government contractors relating to the validity and interpretation of a teaming agreement and its proprietary data provisions.  He is a prolific writer and can be followed at   
Townsend Bourne
Townsend Bourne is an associate in the Government Contracts, Investigations & International Trade Practice Group in the firm's Washington, D.C. office. Ms. Bourne represents clients of all sizes on matters relating to the myriad of issues affecting government contractors. Her experience includes complex litigation in connection with the Contract Disputes Act and the False Claims Act, bid protest actions both challenging and defending agency decisions on contract awards before the Government Accountability Office and Court of Federal Claims, claims litigation before the Armed Services Board of Contract Appeals and the Civilian Board of Contract Appeals, investigating and preparing contractor claims, and conducting internal investigations. 

She also regularly advises clients on compliance with government regulations relating to cybersecurity, subcontracts and teaming agreements, data rights, the GSA Schedule program, procurement integrity, and mandatory disclosure. In addition to her practice, Ms. Bourne writes frequently on legal and regulatory developments affecting the Government Contracts industry. She is a graduate of Vanderbilt University and George Mason University School of Law. 
Certificates of Completion are provided to all seminar participants who attend Federal Publications Seminars courses following the event, upon request.
All Federal Publications Seminars courses meet the course requirements of the National Contract Management Association’s certification programs. We are a proud Education Partner of the NCMA.
Federal Publications Seminars is part of West Professional Development, which is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have the final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website:
This Program is eligible for: 13.0 (CPE) hours of credit
Program Level: Basic
Program Prerequisite: None
Advance Preparation: None
Method: Group-Live
Defense Acquisition Workforce members must acquire 80 Continuous Learning Points (CLP) every two years from the date of entry into the acquisition workforce for as long as the member remains in an acquisition position per DoD Instruction 5000.66. We will provide you with documentation of points awarded for completing the event.
This Program is eligible for: 11.0 (CLP) hours of credit
States have widely varying regulations regarding MCLE credit. LegalEdcenter is an approved provider in AL, AK, AR, CA, GA, IL, ME, MO, MS, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VI, VT, WA, WI, and WV. Credit may be applied for in other jurisdictions on request and in accordance with state MCLE rules.
** Please note that because some states are changing their policy on CLE reporting, you will need to fill out the request for credit from Federal Publications Seminars within 10 business days, or we may not be able to issue credits for the program.
This Program is eligible for: 11.0 (60 minutes), 13.0 (50 minutes)
American Management Association
2345 Crystal Drive, Second Floor
Arlington, VA 22202

There is not a room block for this location, however the AMA offers special hotel rates.  Please visit

Yellow & Blue Line – METRO Stop – Crystal City
From the METRO - AMA is 2 blocks east and 4 blocks south on Crystal Drive 

Food and Beverage

Coffee, tea and water will be served throughout the day with an afternoon cookie break.  Breakfast and lunch are on your own. 

The Westin Hilton Head Island
2 Grasslawn Avenue
Hilton Head Island, SC 29928

Room Block Information
There is a room block for this location. The rate is $250/night plus taxes, plus a discounted resort fee of $8 (not reflected until checkout). Click 
here to make reservations. This rate is subject to availability. Reservations MUST be made by June 22, 2018.

Guest Rooms at the Government Per Diem:
Government Per Diem rates will be posted shortly, when rates become available.

These rooms are limited to ONE ATTENDEE PER QUALIFYING COMPANY, and you will be required to present a valid government ID upon check-in to confirm use of government rate. 

Food and Beverage
Continental breakfast, lunch and beverages will be served.


Room Block Information
There is a room block for this location. The rate is $250/night plus taxes, plus a discounted resort fee of $8 (not reflected until checkout). Click 
here to make reservations. This rate is subject to availability. Reservations MUST be made by June 22, 2018.

Guest Rooms at the Government Per Diem:
Government Per Diem rates will be posted shortly, when rates become available.

These rooms are limited to ONE ATTENDEE PER QUALIFYING COMPANY, and you will be required to present a valid government ID upon check-in to confirm use of government rate. 

Food and Beverage
Continental breakfast, lunch and beverages will be served.

Basic or fundamental subject matter is covered. Courses are geared to general knowledge or can be taken as a refresher.
Specific topics or issues within a topic area are covered. Students should be familiar with terms of art and general concepts concerning the course topic.
Workshops and class discussions cover specific subject matter in-depth, and participation is strongly encouraged. Attendees should have at least 2-3 years' experience in the area of study.
Courses build upon students' knowledge and experience, and cover complex issues within the subject matter. Should have 4-5 years' mastery of subject for in-depth analysis.
Masters-level programs designed for professionals with 5+ years' experience. Courses cover in-depth and technical analysis on specific subjects and updates on current issues.
Register Now for:
Advanced Issues in Subcontracts and Teaming Agreements
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Date Location
July 26-27, 2018 Hilton Head Island, SC
October 11-12, 2018 Arlington, VA
By Phone
Call (888) 494-3696