Contracting Insights
Government contracting rules can be complex, and small details in an agreement can have big consequences. These short videos break down common contracting topics, from teaming agreements and subcontracts to FAR/DFARS flowdowns and Women-Owned Small Business certification, so you can make informed decisions before you sign. Have a question about your own agreement?
Protect Your Workshare Before the Award
The best time to protect your workshare is before the proposal goes in, while both companies still need each other. A strong teaming agreement commits both parties to negotiate a subcontract in good faith if the team wins, and it describes the work you will perform as specifically as possible, ideally with a percentage of the work or a draft statement of work attached. It should also address exclusivity, how proprietary information will be protected, who communicates with the customer, and what happens if the team doesn’t win or the government objects to a teaming partner.
For small business set-asides, workshare also has a compliance side. Limitations on subcontracting rules control how much of the work a small business prime can pass to subcontractors that aren’t similarly situated, so the split you agree to during teaming needs to hold up after award. We help small to mid-size businesses negotiate teaming agreements and the subcontracts that follow, so what you agreed to before the award is what you actually get after it.
Getting Flowdowns Right
Not every clause in a prime contract has to flow down, and not every clause that does flow down applies the same way to every subcontractor. Whether a clause is required often depends on the dollar value of the subcontract, the type of work, and the subcontractor’s size. Primes that flow down “all clauses” by blanket reference can create confusion about what actually applies, while subcontractors who sign without checking may take on obligations they aren’t set up to meet, such as cybersecurity requirements, recordkeeping and audit access, or their own small business subcontracting plan.
A few simple habits go a long way: confirm which clause versions and dates are being incorporated, read any clause marked as a mandatory flowdown in full, and keep a flowdown matrix for each prime contract so new subcontracts start from a reviewed list. We build and review flowdown lists for primes and walk subcontractors through what they’re agreeing to before they sign.
Making the Most of WOSB Certification
For prime contractors, teaming with a certified Women-Owned Small Business is one of the most direct ways to make progress on subcontracting plan goals, and the dollars you award are reported through the subcontracting reporting system in SAM.gov. Before counting those dollars, confirm that the firm’s SBA certification is current and that the work falls within the NAICS codes the firm is registered under. It’s also worth knowing the difference between WOSB and EDWOSB (Economically Disadvantaged Women-Owned Small Business), since some set-asides are limited to one or the other.
For women-owned firms, earning certification is only the first step. It needs to be maintained over time, and WOSB set-asides are limited to certain industries, so it’s important to know which of your NAICS codes qualify. LC Compliance LLC is an SBA-certified WOSB, and we’re glad to talk with primes who are looking for a contracting partner and with small to mid-size businesses that need support on the contracting side of their operations.
The content on this page is general information, not legal advice.