Reviewing a teaming agreement for a joint bid

A teaming agreement sets the terms on which two or more businesses bid together before either knows whether the bid will succeed. It decides who leads, what share of the work each party takes, whether either party can bid with anyone else, what happens to the material each contributes, and how far the parties are bound if the contract is awarded. I review the agreement from your side and return it marked up with a written explanation of the changes and which ones are worth pursuing, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales that have been sent a teaming, consortium or pre-bid agreement, by the prime contractor or by a partner of similar size, for a public sector tender or a large private contract, and want to know what they are committing to before they sign. The other party is a business, so consumer law does not apply and the review is a business-to-business one.

What to look for in a teaming agreement

Exclusivity and the right to bid elsewhere

The agreement should say whether each party is committed to the other for this bid only, whether either may join a rival consortium or bid alone, and when exclusivity ends: on award, on cancellation of the procurement, or on a long-stop date. An agreement between competitors not to compete beyond the joint bid, or an exchange of pricing information wider than the bid needs, risks breaching the prohibition in section 2 of the Competition Act 1998. The review confines exclusivity to this procurement and to the bid period, and confines the information exchanged to what the joint bid requires.

Workshare and the subcontract that follows

The agreement should identify the prime contractor, describe the work packages each party will deliver, and state whether the prime is obliged to award the partner that work if the contract is won. An obligation to negotiate a subcontract in good faith is not enforceable under English law, so a clause that promises only to negotiate leaves the partner with nothing if the prime changes its mind after award. The review asks for the work packages, the price basis and the key subcontract terms to be attached, and for the award of that work to be a binding obligation. In RTS Flexible Systems Ltd v Molkerei Alois Muller GmbH [2010] UKSC 14 the Supreme Court held that parties can bind themselves by conduct while a document is still marked subject to contract, so the agreement should state which obligations bind now and which depend on award.

Bid costs, pricing and payment down the chain

Each party bears its own bid costs unless the agreement says otherwise, and the review checks that no party underwrites the other's costs or the bid bond. The price each party gives for its share should be its own to set, and the agreement should say whether the prime can change it in the final submission without consent. On a public contract, section 73 of the Procurement Act 2023 implies 30-day payment terms into public sub-contracts, mirroring the terms section 68 implies into the public contract itself, and the Late Payment of Commercial Debts (Interest) Act 1998 applies between the businesses. The review makes sure the subcontract terms to follow do not lengthen those periods or make the partner's payment depend on the prime being paid first.

Confidentiality and ownership of bid materials

Each party discloses pricing, methods and technical material to build the bid. The agreement should limit use of that material to the bid, require its return or destruction if the bid fails, and survive termination. The Trade Secrets (Enforcement, etc.) Regulations 2018 give a civil remedy for misuse of a trade secret only where its holder has taken reasonable steps to keep it secret, and a written confidentiality obligation is the first of those steps. Copyright in each party's bid content belongs to the party that created it under section 11 of the Copyright, Designs and Patents Act 1988, so the agreement should grant a licence to use it in the bid and, if the bid wins, in performance, without transferring the partner's methodology to the prime.

No partnership, liability between the parties and staff

Two businesses carrying on a business in common with a view of profit are partners under section 1 of the Partnership Act 1890 whether or not they meant to be, with joint liability for each other's acts. The agreement should state that no partnership or agency is created, that neither party can bind the other, and that each is responsible for its own part of the bid. Liability between the parties should be capped and consequential loss excluded; where the agreement is the prime's standard form, an exclusion or cap is subject to the reasonableness test in section 3 of the Unfair Contract Terms Act 1977. A non-solicitation clause protecting each party's staff during the bid and for a period afterwards should be mutual.

Termination, and being dropped after award

The agreement should end when the procurement is cancelled, when the bid is unsuccessful, when a party is excluded from the tender, or on a party's insolvency, with confidentiality surviving. The clause that matters is the one that deals with the prime winning the contract and then removing the partner. The review looks for a binding obligation to award the agreed work packages, a right for the partner to recover its bid costs if the prime replaces it without cause, and a restriction on the prime using the partner's material once the partner has been removed.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The prime says the teaming agreement is its standard form and the subcontract will follow after award. Is that a problem?

It is the point to press on. A promise to negotiate the subcontract later is not enforceable on its own. The review asks for the work packages, the price basis and the key subcontract terms to be attached to the teaming agreement, and for the award of that work to be an obligation rather than an intention.

Can we bid with another consortium as well?

The exclusivity clause decides that. The review checks whether exclusivity is limited to this procurement, whether it ends on award or cancellation, and whether it stops you bidding for unrelated work with other partners, and marks up the clause so that it covers this bid and nothing wider.

Does the agreement make us liable for the prime's bid?

It should not, and the review checks. The agreement should state that each party is responsible for its own part of the bid and its own costs, that no partnership is created, and that neither party can make commitments to the buyer on behalf of the other, with liability between the parties capped.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a public sector contract before you bid
• Reviewing a framework agreement and call-off terms

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.