NCMA – Cape Canaveral Chapter January 11, 2006

It Isn’t Your Parent’s Teaming Agreement Anymore!

A Fresh Look At Teaming Agreements

Presented ToNational Contract Management Association – Cape Canaveral Chapter

January 11, 2006

ByGary Marcus, Esq.,

Of Counsel

66 North Village AvenueRockville Centre, N.Y. 11750

(516) 764-2800Fax (516) 764-2827

www.goldbergconnolly.com

NCMA – Cape Canaveral Chapter January 11, 2006

NCMA – Cape Canaveral Chapter January 11, 2006

Road Map to Presentation

• Why Team?

• Classical TA Disputes

• Classical TA Enforcement Issues• Redefining Damages for Breach of TA• The Next Damages Frontier• Drafting Tips

NCMA – Cape Canaveral Chapter January 11, 2006

Why Team?

NCMA – Cape Canaveral Chapter January 11, 2006

• Allowability • Acquisition Of Expertise

• Spreading The Risk

Why Team?

NCMA – Cape Canaveral Chapter January 11, 2006

• Prime v. Sub• Sub v. Prime

Classical Disputes

NCMA – Cape Canaveral Chapter January 11, 2006

Classical Enforcement Issues

• Restraint Of Trade

• Illusory Contract

NCMA – Cape Canaveral Chapter January 11, 2006

Illusory Contract

•“Agreement To Agree”

NCMA – Cape Canaveral Chapter January 11, 2006

Restraint Of Trade

• Limitation Of Number Of Bidders• Limitation of Unique Technology

NCMA – Cape Canaveral Chapter January 11, 2006

Redefining Damages For Breach

• Punitive Damages

• Specific Performance

NCMA – Cape Canaveral Chapter January 11, 2006

• Cable & Computer Technology, Inc. v

Lockheed Sanders Inc. 52 Fed Appx 20; 2002 U.S. App LEXIS 24501 (9th Cir 2002)

Punitive Damages

NCMA – Cape Canaveral Chapter January 11, 2006

• EG&G Technical Services Inc. v

The Cube Corp. 2002 Va Cir LEXIS 444

(Va Cir 2002)

Specific Performance

NCMA – Cape Canaveral Chapter January 11, 2006

The Next Damage Frontier

•Lost Profits

NCMA – Cape Canaveral Chapter January 11, 2006

Drafting Tips

• Define Scope

• Define Share• Time Limits

• Terms & Conditions

• Review Of Submittal

NCMA – Cape Canaveral Chapter January 11, 2006

It Isn’t Your Parent’s Teaming Agreement Anymore!

A Fresh Look At Teaming Agreements

Presented ToNational Contract Management Association – Cape Canaveral Chapter

January 11, 2006

ByGary Marcus, Esq.,

Of Counsel

66 North Village AvenueRockville Centre, N.Y. 11750

(516) 764-2800Fax (516) 764-2827

www.goldbergconnolly.com