For questions about team agreements, please contact Neil Williamson. For now, team agreements can still be enforceable contracts under the virginia law. However, the parties must be prepared to commit to as many specific conditions as is reasonable to negotiate before the government formally awards the main contract. Specificity is the key to these agreements because, as is often the case when a court examines the terms of an agreement, the devil is in the details. The recent decision of Cyberlock Consulting, Inc. v. Information Experts, Inc., –F.Supp.2d –, 2013 WL 1395742 (E.D. Va. April 3, 2013), led a number of commentators to question whether team agreements are still applicable under Virginia law. While it is possible to draw important lessons from the Eastern District of Virginia`s decision in Cyberlock, reports of the decline of enforceable team agreements in Virginia are greatly exaggerated. On the one hand, Cyberlock understood only one aspect of a team agreement – the obligation to contract out. Team agreements can contain a lot of other promises, such as .
B, rules of exclusivity and confidentiality, which are often essential for the exchange of technical information and pricing for the preparation of the offer. In addition, many team members do not want to contract out and intend to delay the negotiation of critical subcontracting terms until the contracting date. Cyberlock does not question the applicability of exclusivity or confidentiality clauses, but provides useful guidance on the language necessary to establish that the parties have exceeded an „agreement of agreement” and have committed to entering into an enforceable contract. It remains to be seen whether the Cyberlock court`s analysis of the intent and concrete conditions in Virginia with respect to the written team agreements will become the applicable law. Until now, this has only been the interpretation of Virginia`s law by a federal court. Regardless of this, there is a simple solution for contractors to increase the likelihood that their team organization agreements will be forced: insert as many specific terms as possible into the team agreement. The two avenues of judicial investigation are thus completed to determine whether a specific team agreement is an enforceable contract. The establishment of conditions specific to the future agreement envisaged will indicate to a court that the parties have entered into formal negotiations, which will focus both on their intention to be bound by the agreement and on the extent of the parties` tasks in the context of future subcontracting.
The more the contracting parties are able to negotiate concretely in the team agreement, the better.