This Teaming Agreement, effective this _________, is made and entered into by _____________, with offices located at ____________________,

(hereafter known as ___) and _______________ with offices located at ____________________ (hereafter known as the ____________), together referred to as the parties, and concerns the pursuit and acquisition of the ______________________________ (hereinafter referred to as the Program). The parties having determined that their diverse and complementary capabilities demonstrate expertise in the Program, have concluded that a mutual effort would provide an enhanced capability for achievement of the customers objective. Relative to the acquisition of such Program, the parties agree as follows: 1. PARTIES RELATIONSHIP 1.1. 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. Either as a result of a successful Teaming Arrangement, or otherwise, the parties will enter into a PARTNER/Subcontractor relationship. Upon agreement as to the particular services to be performed by PARTNER and ___, the parties shall execute a Subcontract Agreement. The Subcontract shall include the applicable charges and payment terms, warranty terms acceptance criteria, change order procedures and Prime/Buyer terms, which by its terms, are required to flow down to a Subcontractor. 1.2. Each party will bear all costs, risks and liabilities incurred by it arising out of its obligations and efforts under this Agreement during the preproposal, proposal, and post-proposal periods, which are collectively defined as the periods up to an award of a prime contract. Neither party shall have any right to any reimbursement, payment or compensation of any kind from the other during the period up to the award of a prime contract. 1.3. Each party shall furnish to the other such cooperation 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. 1.4. Nothing in this Agreement shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both of the parties. 1.5. The parties each will designate in writing one or more individuals within their own organization as their representative responsible to direct performance of the parties necessary functions (including receipt and protection of proprietary information). 2. EXCLUSION 2.1. It is agreed and understood by the parties that PARTNER shall not enter into teaming arrangements with other parties/subcontractors in support of the Program for the same services being provided by ___ under equivalent terms and conditions. 2.2. Nothing in this Agreement shall limit or restrict the rights of ___ from quoting, offering to sell or selling to others, (i) standard commercial products and services, or, (ii) other previously offered products and services that are not unique to this Program. 3. PROPOSAL/POST-PROPOSAL ACTIVITIES 3.1. PARTNER will offer ___ its advice and aid for ___s preparation of proposal material pertinent to the work assigned to PARTNER. ___ will provide, at the appropriate time, a price proposal for its portion of the work. 3.2. PARTNER will have the final decision on the form and content of all documents submitted to the customer; however, prior to submission, PARTNER will afford ___ the opportunity to review the form and the content of the proposal relating to its work and will make reasonable efforts to ensure that ___ data is accurately and adequately portrayed.

3.3. ___ will assure availability of management and technical personnel to assist the Prime in any discussions and negotiations with the customer directed toward obtaining the award of a contract. 3.4. In the event ___ should be requested or is presented the opportunity to make presentations whether orally or by written communications to customer concerning the Proposal, the content of the presentations thereof shall be made immediately known to PARTNER. When requested to do so by ___, PARTNER will support such presentations as they relate to its area of work. Any cogent communications invited by the customer directly with PARTNER concerning any matter involving this Agreement shall not be deemed to be a breach of this Agreement. 3.5. All contacts with the customer relative to the proposal and its subject matter shall be conducted by PARTNER personnel except for those instances where requests for assistance are made to ___ orally or in writing by PARTNER or the customer. Notwithstanding the foregoing, nothing shall preclude PARTNER from free access to the customer. The only restriction on such access is after award of the Prime Contract and where there is need for direct communications with the customer on Prime Contract matters, at which point, ___ shall first obtain PARTNERs prior approval before such access is sought. 4. CONTRACT-SUBCONTRACT AWARD 4.1. As a result of PARTNERs acceptance of this Teaming Agreement and any participation in the preparation of the proposal, it is understood and agreed that if PARTNER is awarded a contract for the subject program then PARTNER shall award a mutually acceptable subcontract to ___ for its areas participation. The subcontract to be awarded shall be negotiated in good faith and the parties agree to exert their best efforts in such negotiations. Moreover, they agree that in the exercise of their judgment, they shall not be unreasonable, arbitrary, or capricious. If agreement cannot be reached after such best efforts, the remaining areas in dispute will be referred to the appropriate management of the parties. Failing resolution at that level, ___ will formulate its final position on the unresolved areas and tender that position to PARTNER. PARTNER will have ten (10) working days from receipt to accept or reject ___s final position. Failure to accept will form a basis for ___ to terminate this Agreement per Section 7.1 below.

4.2. If after discussions with the customer either party feels that restrictions and the customer evaluation criteria contained therein are substantially unfavorable to the parties, then either party may terminate this Agreement by notifying the other in writing within fifteen (15) days thereafter.

5.

PROPRIETARY INFORMATION 5.1. During the term of this Teaming Agreement, the parties may exchange proprietary information including but not limited to performance, sales, financial, contractual and technical data. All such proprietary information shall be exchanged only between individuals designated in Section 1.5. Such information must be in writing and clearly marked on each page as proprietary. 5.2. The receiving party, during the term of this Teaming Agreement and for five years thereafter, shall hold such information in confidence, shall use such information only for purposes of this Teaming 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 ___s proposal under this Agreement may be disclosed to the customer if such information is protected. 5.3. Neither party shall be liable for the inadvertent or accidental disclosure of proprietary 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 information. 5.4. These restrictions on the use or disclosure of information marked as proprietary shall not apply to information that:

(a) was known to the receiving party at the time of disclosure; (b) subsequently is developed by recipient, independent of the information transmitted by the disclosing party; (c) becomes know to the receiving party from a source other than the disclosing party without breach of this Agreement; (d) has been published or is otherwise in the public domain without breach of this Agreement; or (e) is disclosed with the prior written approval of the other party. 5.5. If any part of the proprietary information has been or hereafter shall be disclosed in a Philippine patent issued to the party furnishing the proprietary information hereunder, then, after the issuance of said patent, the Limitations on such proprietary information as disclosed in the patent shall be only that afforded by the Philippine Patent Laws. 5.6. Any information, other than proprietary identified as provided above, shall be used only for preparation of a response to the customer, but need not be protected a noted above. 5.7. No license to the other party, under any trademark, invention, patent, copyright, maskworks 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 the other with respect to the infringement of trademarks, patents, copyrights or any right of privacy, or other rights of third persons. 6. LIMITATION OF LIABILITY. Neither party shall be liable for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this agreement (including loss of profits, use, data, or other economic advantage), however arising, whether for breach of this agreement, including breach of warranty, or in tort, even if the other party has been previously advised of the possibility of such damages.

7.

TERMS AND TERMINATION 7.1. This Agreement shall remain in force from the effective date hereof until the subject contract is awarded by the customer; and, if the award is to PARTNER, then throughout the period of the subcontract negotiations between ___ and PARTNER. For multiphase contracts, the foregoing shall apply for each phase as delineated in the statement of work or as further defined in the subcontract. In any event, however, this Agreement shall terminate upon the execution of said subcontract or upon the earliest of the following, unless extended by mutual agreement of the parties: (a) (b) (c) An official customer announcement that the contract has been cancelled. be altered or changed to obtain consent by the customer. Mutual consent of both parties by execution of a recision agreement. Inability of ___ and PARTNER negotiating in good faith to reach agreement on the terms of a subcontract(s). Three years after the effective date of this Agreement.

(d)
(e)

7.2. The termination of this Agreement shall not supersede the obligation of the parties with respect of the protection of proprietary information as set forth in Section 5.0. 7.3. In the event that this Agreement is terminated, either party shall be free to pursue its individual technical approaches in association with the successful contractor or a third party for work which is the subject of this Agreement, subject to the provisions of Section 4.2 and 5.0. 8. PUBLICITY. Any news releases, public announcement, advertisement or publicity concerning this Agreement, or any proposal, or any resulting contract of subcontract to be carried out hereunder, will be subject to prior approval of both parties.

9.

GENERAL 9.1. This Agreement shall be governed by and construed under the laws of ________________, excluding choice of law rules. 9.2. Nothing contained herein is intended to affect the rights of the customer to negotiate directly with either party hereto on any basis the customer may desire. 9.3. 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 will not be unreasonably withheld. The foregoing shall not apply in the event either party shall change its corporate name or merge with another corporation. 9.4. This Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective unless set forth in a document executed by duly authorized representatives of both ___ and PARTNER. The waiver of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition herein contained. 9.5. If any part, term or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict with any law having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected thereby. 9.6. The headings herein are inserted for convenience only and shall not be construed to limit, modify, or state the priority of any provision in this Agreement. 9.7. This Agreement contains all of the agreements, representations and understanding of the parties hereto and supersedes and replaces any and all previous understandings, commitments or agreements, oral and written, related to the award of a contract under the Proposal set forth herein.

IN WITNESS WHEREOF, the parties have executed this Agreement through its duly authorized representatives. ______________________ By: ______________________ By:

_______________________

________________________

SIGNED IN THE PRESENCE OF:

______________________

_______________________