Teaming Agreement for Proposal

THIS AGREEMENT is made and entered into [Date], by and between [Name of Prime
Contractor], a corporation incorporated under the laws of the [Jurisdiction of Incorporation of
Prime Contractor (ie. the State of California)], with its principal place of business at [Address of
Prime Contractor] (the "Prime Contractor") and [Name of Team Member], a corporation
incorporated under the laws of the [Jurisdiction of Incorporation of Team Member (ie. the State
of California)], with its principal place of business at [Address of Team Member] (the "Team
Member").

WHEREAS:

(A) The Prime Contractor intends to submit a proposal or proposals (the "Proposal") to [Name of
Customer (ie. Party awarding contract for project)] (the "Customer"), in response to a
competitive Request for Proposal No. [Number of Request for Proposal] (the "RFP") for
[Nature of Project (ie. computer hardware and/or software and related services)] (the
"Project");

(B) The parties have complementary capabilities not available within their respective
corporations, and it is to their mutual benefit to act as a team and to co-operate for the
purpose of preparing and submitting the Proposal for the Project, and

(C) The Prime Contractor and the Team Member desire to define their mutual rights and
obligations during the period of preparation and submission of the Proposal and subsequently
up to the time of any resulting contract awarded to the Prime Contractor consistent with laws
applicable.

NOW THEREFORE, to effectuate the foregoing, the Prime Contractor and the Team Member,
in consideration of the mutual covenants hereinafter contained, agree as follows:

1. Objective

This Agreement is for the purpose of establishing the relationship of the parties during the
period of preparation and submission of the Proposal and subsequently up to the time of
any resulting contract awarded to the Prime Contractor (the "Contract"), and to establish
the responsibilities of each party for their respective portion of the Proposal and
subsequent contract.

2. Parties' Relationship

(a) The Prime Contractor, as a prospective prime contractor, will submit the Proposal
in response to the RFP and will include the Team Member, as subcontractor, for
that portion of the work assigned to the Team Member and identified in Schedule
"A" (the “Team Member’s Work”).

(b) Each party will exert its "best efforts", as jointly deemed reasonable, to produce
the Proposal which will cause the selection of the Prime Contractor as a prime
contractor for the Project and the acceptance of the Team Member as the
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subcontractor for the work assigned to the Team Member herein, and each party
will continue to exert its "best efforts" toward this objective throughout any and
all negotiations concerning a Contract or subcontract(s) which may follow the
submission of the Proposal.

(c) It is understood that the Prime Contractor will, in the Proposal which the parties
submit and in all discussions with respect thereto, identify the Team Member as
its team member, and will state in such Proposal or discussions the relationship of
the parties and the spheres of endeavour and responsibility of each party.

(d) Neither party shall demand compensation of any kind from the other during the
period up to the award of the Contract, or after the award of the Contract, unless
otherwise agreed in writing. Each party will bear all costs, risks and liabilities
incurred by it arising out of its obligations and efforts under this Agreement. Such
liability includes, but is not limited to, all damages, costs and expenses claimed
from or incurred as the result of any claim or proceeding made against a party
with respect to the infringement of any patent, copyright, trademark, trade secret
or other proprietary right of any third party.

(e) Each party shall furnish to the other such co-operation and assistance as may be
reasonably required hereunder; provided, however, that the parties, as between
themselves, shall be deemed to be independent contractors, and the employees of
one shall not be deemed to be the employees of the other.

(f) This Agreement is not intended by the parties to constitute or create a joint
venture, partnership, or formal business organization of any kind, other than a
contractor team arrangement and the rights and obligations of the parties shall be
only those expressly stated in this document. None of the parties shall have the
authority to bind the other except to the extent authorized herein. The Prime
Contractor and the Team Member shall remain as independent contractors at all
times and neither party shall act as the agent for the other.

(g) Nothing in this Agreement shall be construed as providing for the share of profits
or losses arising out of the efforts of either or both of the parties.

(h) The parties hereunder designate one or more individuals within their own
organization as their representative(s) responsible to direct performance of the
parties' necessary functions (including receipt and protection of proprietary
information). Such representative(s) shall have primary responsibility to
effectuate the requirements and responsibilities of the parties under this
Agreement.

For Prime Contractor: [Name, title and address of Prime Contractor's

Representative]

For Team Member: [Name, title and address of Team Member's

Representative]
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(i) Each party will participate exclusively with the other as to the Team Member’s
Work. Consequently except as provided for in paragraph j, the parties agree that
they will not actively solicit participation or participate in other team efforts that
are competitive to this Agreement nor compete independently for Project work for
the duration of this Agreement. The term "active participation", as used herein,
includes (but is not limited to) the interchange of technical or marketing data with
competitors.

(j) Nothing in this Agreement shall limit or restrict the rights of the parties from
quoting or selling to others not party to this Agreement their (a) standard
commercial products and services upon demand and (b) other previously-offered
products and services that are not unique to the Proposal contemplated by this
Agreement and (c) providing technical information concerning products falling
within categories (a) and (b) preceding. Nothing herein shall preclude the parties
from marketing or selling their standard commercial products and services to any
third parties for purposes unrelated to the Proposal or to the Project during the
term of this Agreement.

3. Proposal/Post-Proposal Activities

(a) The parties will furnish to the Prime Contractor, for incorporation into the
Proposal, all Proposal material pertinent to the work assigned to the respective
parties as defined in Schedule "A", including but not limited to, manuscripts, art
work, and cost and/or pricing data, in accordance with the requirements of the
RFP. The parties will also furnish qualified personnel who will co-operate in
drafting the Proposal. The Team Member will provide a firm price and
performance commitment to the Prime Contractor for the Team Member's portion
of the work.

(b) The Prime Contractor will have the final decision on the form and content of all
material submitted to the Customer including, but not limited to, both technical
and pricing aspects of the Proposal. Prior to submission of the Proposal to the
Customer the Prime Contractor will afford the Team Member the opportunity to
view the form and the content of the Team Member's portion of the Proposal, to
ensure that the Team Member's participation is accurately and adequately
portrayed. Any inaccuracies or inadequacies will be corrected by the Team
Member and submitted to the Prime Contractor immediately. The Prime
Contractor will subsequently provide to the Team Member, as a minimum, that
portion of the technical contents of the Proposal submitted to the Customer which
includes the effort to be performed by the Team Member as set out in the Team
Member’s Work, and will advise the Team Member of the price proposed to the
Customer for the entire Project.

(c) Should a dispute arise between the Prime Contractor's and the Team Member's
personnel working on the Proposal involving their respective limitations, or the
working relations between their organizations, then the same personnel (including
the designates under paragraph h) will make every effort to resolve the dispute.
When such resolution cannot be achieved, the dispute will be referred to the
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appropriate senior management of the Prime Contractor and of the Team Member,
respectively. These individuals will take whatever action may be necessary to
reach an agreement which is acceptable to both parties.

(d) The Team Member will assure availability of management and technical
personnel to assist the Prime Contractor in any discussions and negotiations with
the Customer directed toward obtaining the award of a contract.

(e) In the event the Prime Contractor should be requested or is presented the
opportunity to make presentations whether orally or by written communications to
the Customer concerning the Team Member's portion of the Project, the content of
the presentations thereof shall be made known to the Team Member. When
requested to do so by the Prime Contractor, the Team Member will support such
presentations as they relate to the Team Member's area of work.

(f) Although the Prime Contractor is contemplated as the prime interface with the
Customer, it is recognized that the Team Member may have continuing relations
with the Customer and may be the recipient of inquiries concerning the subject-
matter of this Agreement. Therefore, any cogent communications invited by the
Customer directly with the Team Member concerning any matter involving this
Agreement, the Project or the Proposal shall not be deemed to be a breach of this
Agreement, provided the Prime Contractor is notified of such contact by the Team
Member prior to the contact where possible or, where not possible, subsequently
in a timely manner.

4. Contract-Subcontract Award

(a) In the event that the Proposal submitted to the Customer under the terms of this
Agreement results in a Contract being awarded to the Prime Contractor, the Prime
Contractor shall award a subcontract to the Team Member under mutually
agreeable terms and conditions for the Team Member’s Work (the "Subcontract").

(b) In the event negotiations between the Prime Contractor and the Customer result in
an increase or decrease in the Team Member’s Work, the required additions or
deletions shall be deemed to be made to Schedule "A". The Team Member agrees
that the Prime Contractor shall negotiate the Contract provided, however, that
prior to agreeing to any provisions in the Contract that change the responses in the
Proposal or agreeing to additional terms that affect the Team Member's
obligations, the Prime Contractor shall consult with and obtain the Team
Member's approval.

(c) In the event the Prime Contractor should be directed by the Customer to (i) place
all or a portion of the Team Member's Work with another source, or (ii) award all
or a portion of the Team Member's Work on a competitive basis, promptly upon
discovery both the Prime Contractor and the Team Member will take all
reasonable steps to preclude, or reverse, the Customer's position and seek to have
the parties' teaming arrangement remain intact. If, after all reasonable efforts, the
Customer is still unwilling to accept the teaming arrangement and has so officially
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notified the Prime Contractor, then it is agreed that the Prime Contractor shall
have no further obligations to the Team Member, as to the affected work, except
for the continued protection of proprietary information, as detailed below. Team
Member may contact Customer independent from Prime Contractor to verify
accuracy of Prime Contractor's information.

5. Rights in Inventions

Inventions shall remain the property of the originating party. In the event of joint
inventions, the parties shall establish their respective rights by negotiations between
them.

6. Proprietary Information

(a) During the term of this Agreement, the parties hereto may exchange proprietary
and/or confidential information, including but not limited to, performance, sales,
financial, contractual, and technical data. Such information must be in writing and
clearly marked on each page as proprietary or confidential. All such information
will be deemed to be treated by the parties as proprietary and confidential.

(b) The Prime Contractor and the Team Member mutually agree that they shall not at
any time divulge any matters relating to the Proposal or the Project which may
become known to them by reason of its (their) involvement in the Proposal and
shall be true and faithful to each other in all dealings and transactions relating to
this Proposal. The parties herein agree that they will not, together or alone, use for
their or its own benefit or purposes or for the benefit or purpose of any other
person, firm, corporation, association or other business entity, any trade secrets,
any information of a proprietary or confidential nature or plans belonging to or
relating to the affairs of the Prime Contractor or the Team Member either during
or after the Proposal has been submitted.

(c) The receiving party, during the term of this Agreement and for five (5) years
thereafter, shall hold such information in confidence, shall use such information
only for the purposes of this Agreement and shall not disclose such information to
any third party without prior written approval of the other party, except that
information necessary to perfect the Prime Contractor's Proposal under this
Agreement may be disclosed to the Customer.

(d) Neither party shall be liable for the inadvertent or accidental disclosure of
proprietary or confidential information if such disclosure occurs despite the
exercise of the same degree of care as such party normally takes to preserve its
own such proprietary or confidential information.

(e) These restrictions on the use or disclosure of information marked as proprietary or

confidential shall not apply to information that:

(i) was known to the receiving party at the time of disclosure;

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(ii) subsequently is developed by the recipient, independent of the information

transmitted by the disclosing party;

(iii) becomes known to the receiving party from a source other than the
disclosing party without breach of this Agreement;

(iv) has been published or is otherwise in the public domain without breach of
this Agreement, or

(v) is disclosed with the prior written approval of the other party.

(f) Any information, other than proprietary or confidential information identified as

provided above, shall not be restricted by either party as to the other party's use
thereof.

(g) No license to the other party, under any trademark, patent or copyright, or
applications which are now or may thereafter be owned by such party, is either
granted or implied by the conveying of information to that party. None of the
information which may be submitted or exchanged by the parties shall constitute
any representation, warranty, assurance, guarantee or inducement by either party
to any of the other with respect to the infringement of trademarks, patents,
copyrights, or any right of privacy, or other rights of third persons.

(h) Upon the expiration of the agreement and subject to ongoing Contract
requirements, each party shall return to the other party the proprietary and
confidential information including all copies thereof or certify that all information
and all copies have been destroyed.

7. Termination of Agreement

(a) This Agreement, which is effective upon the date stipulated on the first page, shall
automatically expire and be deemed terminated effective upon the date of the
happening or occurrence of any one of the following events or conditions,
whichever shall first occur:

(i) Notice of the cancellation of the RFP by the Customer.

(ii) The receipt by the Prime Contractor of written notice from the Customer
that it will not award the Prime Contractor the Contract for this Project.

(iii) The receipt of written notice from the Customer that it has awarded the
Contract for this Project to someone other than the Prime Contractor.

(iv) The receipt of official Customer notice that the Team Member will not be
approved as a subcontractor under a contract to the Prime Contractor for
Team Member’s Work, subject to the conditions contained in paragraph c
herein.
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(v) Award of a Subcontract by the Prime Contractor to the Team Member for
its designated portion of the Project.

(vi) Mutual agreement of the Prime Contractor and the Team Member to
terminate the agreement.

(vii) The expiration of a two-year period commencing on the date of this

Agreement except that if the Customer has awarded a Contract to the
Prime Contractor prior to such date, this Agreement shall be extended for
a reasonable time to permit negotiations of a subcontract as intended by
this Agreement.

(viii) The insolvency, bankruptcy, reorganization under bankruptcy law, or

assignment for the benefit of creditors by any party.

(ix) The Customer subsequently modifies the requirements of the RFP so

materially that either party deems it in its best business interest to
withdraw from further participation in any undertaking to provide the
Project.

(x) As per paragraph b herein, the Prime Contractor so materially modifies the
Team Member's proposal that the Team Member deems it in its best
business interest to withdraw from any further participation in the
undertaking to provide the Project.

(xi) The provisions for termination as contained in paragraph 4, Contract-

Subcontract Award.

8. Security: Customer Classified Information

Should access to Customer's classified information be required in the preparation of their

respective portions of the Proposal, or during negotiation of the contract or for the
performance of the Team Member’s Work, both the Prime Contractor and the Team
Member shall meet the security clearance requirements of the Customer as set forth in
government laws and regulations. The Prime Contractor and the Team Member agree that
all of their personnel who, pursuant to this Agreement, will have access to such classified
information, shall have an appropriate personal security clearance, which is still in effect,
prior to being accorded access to such information.

9. Publicity

The parties shall not issue a news release, public announcement, advertisement, or any
other form of publicity concerning their efforts in connection with this Agreement
without obtaining prior written approval from the other party. In the event such approval
is granted, any resulting form of publicity shall give full consideration to the role and
contributions of the other party.
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10. Dealings with Customer

The contents of this Agreement may be made known to appropriate Customer

representatives by any of the parties, if requested by the Customer. Nothing contained
herein is intended to affect the rights of the Customer to negotiate directly with any one
of the parties hereto on any basis the Customer may desire. The Team Member agrees
herein that, notwithstanding the provisions contained in paragraph f, it will notify the
Prime Contractor immediately if the Customer has indicated a desire to negotiate any part
of the Proposal directly.

11. Notices

All notices, requests, demands or other communications required by this Agreement or

desired to be given or made by either of the parties to the other hereto shall be given or
made by personal delivery or by mailing the same in a sealed envelope, postage prepaid,
registered mail, return receipt requested, and addressed to the parties at their respective
addresses set forth above or to such other address as may, from time to time, be
designated by notice given in the manner provided in this paragraph. Any notice or
communication mailed as aforesaid shall be deemed to have been given and received on
the third business day next following the date of its mailing. Any notice or writing
delivered to a party hereto shall be deemed to have it been given and received on the day
it is delivered, provided that if such day is not a business day, then the notice or
communication shall be deemed to have been given and received on the business day
next following such date.

12. Assignment

This Agreement may not be assigned or otherwise transferred by either party in whole or
in part without the express prior written consent of the other party, which consent shall
not be unreasonably withheld. The foregoing shall not apply in the event any party shall
change its corporation name or merge with another corporation.

[NAME OF PRIME CONTRACTOR]

Per:
Name:
Title:

[NAME OF TEAM MEMBER]

Per:
Name:
Title:
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Schedule “A”
Description of Work Assigned to Parties

Team Member’s Work:

[Describe Team Member's Work]

Prime Contractor’s Work:

[Describe Prime Contractor's Work]