Why Small Businesses Team
Teaming allows small businesses to compete for opportunities that would otherwise be beyond their reach.
Benefits of teaming:
- Access larger contracts with expanded capabilities
- Fill gaps in experience or expertise
- Share risk and investment
- Build past performance on bigger programs
- Learn from more experienced partners
Teaming structures for small businesses:
- Subcontracting to a large prime — Easiest entry point
- Subcontracting to a small business prime — Another small leads
- Small business prime with subs — You lead the team
- Joint venture — Formal entity with partners
- Mentor-protégé — Developmental partnership
When to team:
- Contract requires capabilities you lack
- Past performance requirements exceed your history
- Customer relationships need strengthening
- Contract size requires more resources
- Risk is too high to take alone
Subcontracting to Primes
The most common entry point:
Many small businesses start by subcontracting to established prime contractors.
Why primes want small business subs:
- Large primes have subcontracting goals to meet
- Small businesses offer specialized expertise
- Lower rates than large company employees
- Flexibility and responsiveness
Finding prime contractor opportunities:
- SBA SUBNet — Prime contractor subcontracting postings
- SAM.gov — Large contract awards (who won?)
- Industry days — Primes look for teaming partners
- Prime contractor websites — Many have supplier portals
- Networking events — SAME, NDIA, industry associations
What primes look for in subs:
- Relevant capabilities and experience
- Competitive rates
- Proper certifications (small business, clearances)
- Responsive, professional communication
- Strong capability statement
Building sub relationships:
- Start small — prove yourself on smaller tasks
- Deliver excellent performance
- Be easy to work with
- Don't oversell capabilities
- Build toward larger roles over time
Small Business as Prime
Leading the team:
On small business set-asides, you can serve as prime contractor with subcontractors supporting you.
When to prime:
- Small business set-aside opportunities
- Work fits your core capabilities
- You have (or can build) customer relationships
- You can meet past performance requirements
- Ready to manage contract and team
Limitations on subcontracting:
Small business primes must perform a certain percentage of work themselves:
- Services: 50% of personnel costs
- Supplies: 50% of manufacturing cost
- General construction: 15% of costs
- Specialty construction: 25% of costs
Similarly situated entity rule:
Work performed by similarly situated subcontractors (same small business type) counts toward your requirement:
- On 8(a) set-aside, 8(a) sub work counts toward your 50%
- On WOSB set-aside, WOSB sub work counts
- Allows teaming between similar small businesses
Building your team:
- Identify capability gaps
- Find complementary partners
- Negotiate teaming agreements early
- Ensure team chemistry
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Joint Ventures
What is a joint venture?
A separate legal entity formed by two or more companies to pursue specific contracts.
JV advantages:
- Combine capabilities and past performance
- Share risk and investment
- May qualify for set-asides when neither firm alone would
- More formal commitment than teaming agreement
Small business JV rules:
- JV must qualify as small for the NAICS code
- Members' revenues/employees combined for size determination
- Managing partner requirements for certain set-asides
- 2-year rule on awards (replaced 3-in-2 rule)
Mentor-protégé JVs:
Under SBA mentor-protégé, a small business can JV with its large business mentor:
- JV uses protégé's size status
- Can bid on small business set-asides
- Access to mentor's resources and capabilities
- Must be in approved mentor-protégé relationship
JV considerations:
- Legal costs to establish properly
- Governance structure matters
- Clear roles and responsibilities
- Exit strategy if things don't work
Finding Teaming Partners
Where to find partners:
Industry events:
- Agency industry days
- Small business conferences
- PTAC events
- Trade association meetings
Online resources:
- SBA Dynamic Small Business Search
- Agency vendor portals
- GovWin teaming network
Direct outreach:
- Research companies in your space
- Contact business development teams
- Attend their events and webinars
What to look for in partners:
- Complementary capabilities (not competing)
- Compatible culture and values
- Financial stability
- Good reputation
- Relevant past performance
- Appropriate certifications
Due diligence:
- Check SAM.gov registration
- Verify certifications
- Research past performance (USASpending)
- Talk to references
- Review financial health if possible
Teaming Agreement Essentials
Key teaming agreement elements:
- Scope — What opportunities are covered
- Roles — Who does what (prime vs. sub)
- Work share — Percentage split
- Exclusivity — Can you team with others?
- Confidentiality — Protecting proprietary information
- Duration — When does agreement end?
Negotiate before the RFP:
- Work share percentages
- Key personnel commitments
- Pricing approach
- Decision-making authority
- Dispute resolution
Protect yourself:
- Don't share proprietary info until agreement signed
- Ensure fair work allocation
- Include termination provisions
- Address what happens if you don't win
Moving to subcontract:
If you win, the teaming agreement typically converts to a subcontract. Key terms should flow down:
- Work scope and share
- Pricing/rates agreed to
- Key personnel
- FAR flow-down requirements
Maintaining Small Business Status
Size status in teaming:
- Size determined at time of initial offer (or JV formation)
- Growing beyond size threshold during contract doesn't disqualify
- But affects future opportunities
Affiliation concerns:
SBA examines whether teaming arrangements create "affiliation" that combines revenues/employees:
- Extensive control over another firm
- Common ownership or management
- Newly organized concern rule
- Unusual reliance on one teaming partner
Avoiding affiliation issues:
- Maintain independence in management decisions
- Don't let one partner dominate
- Multiple customers and teaming partners
- Document arms-length relationships
Ostensible subcontractor rule:
If a subcontractor performs primary work or is unusually relied upon, you may be affiliated:
- Prime must perform significant work itself
- Can't be a "pass-through" arrangement
- Sub can't manage the prime's team
Teaming Strategy Development
Strategic teaming questions:
- What capabilities do we need that we don't have?
- What past performance gaps need filling?
- Who has relationships with target customers?
- Who can we work with effectively?
- What's our ultimate goal — learn, grow, or win?
Building toward prime:
Many small businesses follow this progression:
- Sub to large prime — learn the game
- Sub to small business prime — get closer to customer
- JV with experienced partner — share prime role
- Prime with subs — lead your own team
Don't be a permanent sub:
- Subcontracting builds experience but not independence
- Work toward prime contractor role
- Build your own customer relationships
- Use sub experience to win prime contracts
Evaluate partnerships honestly:
- Is the work share fair?
- Are you learning and growing?
- Is the partner helping you advance?
- Would you be better off on your own?
Frequently Asked Questions
Q:Can a small business team with a large business on a set-aside?
Yes, but carefully. The small business must be prime and meet limitations on subcontracting (perform at least 50% of services). Exception: SBA-approved mentor-protégé JVs can compete for set-asides using the protégé's size status.
Q:How do I get on a prime contractor's approved supplier list?
Research their supplier registration process (usually on their website). Complete registration, provide capability statement, highlight relevant experience. Attend their industry days. Start with smaller scopes to build the relationship.
Q:What's the difference between a teaming agreement and a subcontract?
A teaming agreement is pre-award — it establishes the relationship for pursuing an opportunity. A subcontract is post-award — it's the actual contract between prime and sub for performing the work. Teaming agreements should address how they convert to subcontracts.
Q:How do I protect my ideas when teaming?
Execute NDAs before sharing proprietary information. Be selective about what you share. Document your contributions. Include IP provisions in teaming agreements. Consider what you share essential vs. nice-to-have.
Q:What percentage should I expect as a subcontractor?
Varies widely based on your role, value, and the relationship. Could be 5-50% or more depending on how critical your work is. Negotiate based on your value proposition, not arbitrary percentages.
Q:Can I team with my competition?
Yes, "coopetition" is common in GovCon. Companies that compete on one opportunity team on another. Be professional, honor agreements, and don't share information from one competition in another.
Q:What if my teaming partner doesn't perform well?
If you're the prime, their performance affects your CPARS. Address issues early and directly. Have termination provisions in your subcontract. Document problems. Consider replacement if performance doesn't improve.
Q:Should I sign exclusive teaming agreements?
Be cautious with exclusivity. It limits your options if that opportunity doesn't materialize. If you do agree to exclusivity, limit the duration and scope. Ensure the opportunity justifies giving up other options.
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