Output — Part 1: Term Sheet

TERM SHEET — DRAFT FOR COUNSEL REVIEW
DATE: 2026-05-16
PURSUIT: ACC-APG Cyber Engineering Support FY26

DISCLAIMER: This document is a BUSINESS TERM SHEET DRAFT, not a legal contract. It is intended to align the parties' commercial intent in plain English BEFORE engagement with licensed counsel. It does not constitute legal advice. Both parties must engage qualified federal contracts attorneys to draft the final Joint Venture Agreement or Teaming Agreement, including all SBA-required addenda. This draft must NOT be signed as-is. Errors in SBA compliance can disqualify the bid; only counsel can validate compliance.

ATTORNEY ROUTING: Both parties should provide this draft to their respective counsel BEFORE further commitments. For SBA-program-specific rules, contact your SBA District Office or Procurement Center Representative.

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1. THE PARTIES

The parties to this term sheet are Sentinel Strand Cyber, LLC (a Virginia limited liability company; UEI ABC123DEF456; CAGE 9X9X9; current size status Small under NAICS 541512 with a 3-year average annual receipts of $8.2M; certifications SDVOSBC) and DefenseTech Solutions, Inc. (a Delaware corporation; UEI XYZ789GHI012; CAGE 8Y8Y8; current size status Other than small; no set-aside certifications). The parties are in an SBA-approved All Small Mentor-Protégé Program relationship, with DefenseTech Solutions, Inc. as the mentor and Sentinel Strand Cyber, LLC as the protégé.

Sentinel Strand Cyber, LLC serves as the managing venturer (protégé) for the joint venture. DefenseTech Solutions, Inc. serves as the non-managing venturer (mentor).

2. WHAT THIS COVERS (SCOPE)

This term sheet covers the parties' joint pursuit of ACC-APG Cyber Engineering Support FY26 at U.S. Army Contracting Command — Aberdeen Proving Ground (ACC-APG), under solicitation W56KGY-26-R-0042, NAICS 541512 (Computer Systems Design Services). The pursuit is set aside for Service-Disabled Veteran-Owned Small Business (SDVOSB) concerns.

The scope: the joint venture will deliver zero-trust network engineering, RMF eMASS package authoring, and CMMC Level 2 readiness support to ACC-APG program offices over a 5-year period of performance, covering up to 240 endpoints across three Aberdeen Proving Ground enclaves. Sentinel Strand Cyber, LLC performs the cyber engineering, RMF authoring, and CMMC readiness tasks. DefenseTech Solutions, Inc. performs the cloud platform integration, senior architect oversight, and 24/7 SOC support. The joint venture will pursue this opportunity as a separate legal entity formed by the parties.

3. TEAMING STRUCTURE

The parties intend to form a Mentor-Protégé Joint Venture under SBA's All Small Mentor-Protégé Program (13 CFR 125.9). The SBA-approved mentor-protégé relationship between DefenseTech Solutions (mentor) and Sentinel Strand Cyber (protégé) provides size protection: under 13 CFR 125.9(d), the joint venture is treated as small for any contract the protégé qualifies for — including this SDVOSB set-aside — regardless of the mentor's size. The parties acknowledge the SBA approval status is currently "Approved" and intend to confirm the approval is in effect as of the offer submission date.

Because the pursuit is SDVOSB set-aside, the parties cross-reference 13 CFR 128.402 (SDVOSB JV requirements): Sentinel Strand Cyber, LLC, as the SDVOSB-certified protégé, serves as managing venturer and performs at least 40% of the joint venture's work. The joint venture's content requirements under 13 CFR 125.8 include items addressing managing venturer designation, purpose, ownership and control structure, profit-and-loss allocation, joint-and-several liability statement, and other SBA-mandated content — counsel will confirm and draft the definitive joint venture agreement provisions.

The parties intend to form the joint venture as a Virginia limited liability company (TO BE NEGOTIATED — counsel to confirm state of formation; alternatives include Delaware or Maryland). The joint venture will obtain its own UEI and CAGE code and register in SAM.gov as a separate entity before offer submission.

4. TERM AND TERMINATION

The effective date of the definitive Joint Venture Agreement is anticipated upon counsel's drafting and execution by both parties (TO BE NEGOTIATED — target signature date before offer submission). The arrangement covers three phases: pre-award (proposal preparation through award decision), award (contract execution if won), and post-award (performance plus the 2-year SBA observation window during which the JV may receive up to 3 contracts per 13 CFR 121.103(h)(4)).

The parties intend a 5-year MPP-JV term covering up to 3 awards within the 13 CFR 121.103(h)(4) window. Termination triggers include: no bid submitted; award lost; mutual agreement; default by either party; and SBA disapproval of any required addendum. Termination mechanics and wind-down procedures are reserved for counsel to draft in the definitive JVA.

5. CAPITAL AND PRE-AWARD COSTS

The parties intend the following capital contributions: Sentinel Strand Cyber, LLC: $50,000 cash; DefenseTech Solutions, Inc.: $30,000 cash. Each party additionally bears its own pre-award B&P costs with no reimbursement if no award. Capital contribution tax treatment is reserved for the parties' licensed CPAs.

6. WORK SHARE

The parties intend the following work share: Sentinel Strand Cyber, LLC: 60% of the joint venture's work; DefenseTech Solutions, Inc.: 40%. Sentinel Strand's scope covers cyber engineering, RMF eMASS package authoring, and CMMC Level 2 readiness; DefenseTech's scope covers cloud platform integration, senior architect oversight, and 24/7 SOC support.

This work share appears consistent with the applicable SBA performance-of-work rules, subject to counsel validation: under 13 CFR 125.8(d)(3), the protégé (qualifying small business and managing venturer) must perform at least 40% of the joint venture's work and the work performed by the protégé must be more than negligible — Sentinel Strand's 60% share satisfies this threshold. Cross-referencing 13 CFR 128.402, the SDVOSB partner performing 40%+ of JV work is satisfied. The joint venture collectively must comply with FAR 52.219-14 limitations on subcontracting: for services, the JV performs at least 50% of cost of contract performance excluding materials (13 CFR 125.6). The 60/40 internal split, combined with the JV's overall obligation to perform 50% of the contract with its own forces (versus external subcontractors), appears consistent — counsel to confirm against the final solicitation work breakdown.

7. ROLES AND RESPONSIBILITIES

Sentinel Strand Cyber, LLC serves as managing venturer, consistent with 13 CFR 125.8(b)(2)(ii) requiring the protégé to serve as managing venturer for an MPP-JV. Sentinel Strand provides the Technical Lead (Jane Doe — CISSP, 12 years zero-trust architecture) and the Contract Administration Lead (John Smith — former AFLCMC Contracting Officer, 15 years federal acquisition). DefenseTech Solutions, Inc. provides the Senior Architect (Maria Garcia — PMP, prior NIWC Program Manager) and the Cloud Platform Lead (David Lee — Azure Solutions Architect Expert). BD authority is joint between both parties' BD owners.

Additional roles (e.g., FSO if cleared work is added later, QA lead, finance/accounting lead, subcontract management lead) are TO BE NEGOTIATED.

8. DECISION-MAKING

The parties intend a management committee of four members (two from each party). Major decisions require unanimous consent: contract award acceptance; scope modifications over $100,000; settlement of claims; distributions; additional pursuits beyond this one; and dissolution. Operational decisions follow managing venturer (Sentinel Strand Cyber, LLC) authority: day-to-day performance, subcontractor and vendor selection within budget, non-key personnel hiring.

Deadlock procedure for major decisions (mediation, third-party tie-breaker, dissolution trigger) is reserved for counsel to draft in the definitive JVA.

9. PROFIT AND LOSS ALLOCATION

The parties intend profit and loss to track work share (Sentinel Strand 60% / DefenseTech 40%). Tax-and-regulatory implications of the allocation are reserved for counsel and the parties' licensed CPAs.

10. INTELLECTUAL PROPERTY

The parties intend that background IP (pre-existing intellectual property each party brings, including Sentinel Strand's zero-trust reference architectures and DefenseTech's cloud platform integration tooling) remains owned by the contributing party, with a non-exclusive license to the joint venture for use during JV performance. Foreground IP (jointly developed IP during JV performance) is shared 60/40 per work share, with cross-licenses for use in each party's other federal work.

Government data rights are governed by FAR 52.227-14 and, for DoD work, DFARS 252.227-7013. Counsel will draft the specific IP and data-rights provisions in the definitive JVA, including marking requirements, rights-in-data clauses, customer IP rules, and any unlimited-rights versus limited-rights distinctions appropriate to the deliverables.

11. CONFIDENTIALITY

The parties intend mutual non-disclosure of confidential and proprietary information exchanged during pre-award, performance, and the post-termination period, with a 5-year survival period post-termination. Counsel will draft the definitive confidentiality provision, including carve-outs for publicly available information, independently developed information, and lawful third-party disclosures. Proposal-specific information is treated as Confidential pending award.

12. INDEMNIFICATION

The parties intend mutual indemnification on their respective work share, with carve-outs for gross negligence and willful misconduct. The parties acknowledge that under FAR, the joint venture is jointly and severally liable to the government for the entire contract, regardless of internal work share allocation — this exposure to the government is not modifiable by inter-partner indemnification. Counsel will draft the definitive cross-indemnity language, any insurance-backstop requirements, and the procedures for indemnification claims between the parties.

13. INSURANCE AND BONDING

Each party intends to maintain the following coverages during pre-award, performance, and a tail period: Commercial General Liability $2M per occurrence / $4M aggregate; Professional Liability / Errors and Omissions $5M; Cyber Liability $5M (given the joint venture's cyber data scope); and Workers' Compensation per state requirements. Each party will name the other as additional insured on CGL for the scope of joint venture work, and certificates of insurance will be exchanged at the definitive agreement execution.

Bonding is not applicable to this services pursuit. Counsel will draft definitive insurance flow-down language, including additional-insured endorsements, certificate-of-insurance requirements, notice-of-cancellation provisions, and any subcontract flow-down where the joint venture engages external subcontractors.

14. AUDIT AND RECORDS

Each party intends to maintain its own books of account for its work share contribution. The joint venture will maintain its own books of account at the entity level. The parties intend to flow down audit and records access rights consistent with FAR 4.703 (3-year retention post-final-payment) and, where DoD work is performed, DCAA cost-accounting requirements. SBA, agency Inspector General, GAO, and the cognizant Contracting Officer retain audit rights at all levels.

Counsel will draft the definitive records-retention and audit-cooperation provisions, including the procedures for inter-party access to JV books and any privilege-related limitations.

15. DISPUTE RESOLUTION AND MISCELLANEOUS

The parties intend a mediation-then-arbitration dispute resolution ladder for inter-partner disputes: initial mediation in Northern Virginia (Fairfax or Alexandria), then arbitration under JAMS Federal Procurement Rules. Claims against the government route through the standard Contract Disputes Act (41 U.S.C. § 7101 et seq.) framework via the joint venture as awardee.

Governing law and venue for the definitive Joint Venture Agreement: TO BE NEGOTIATED — counsel will recommend a state with predictable contracts law (commonly Delaware, Virginia, or the state of the JV's principal office). The parties intend a non-compete narrowly scoped to this pursuit only — no non-compete beyond this specific ACC-APG cyber RFP — and counsel will draft enforceable scope and duration per the chosen governing law. Standard miscellaneous provisions (no-assignment-without-consent, entire-agreement, amendment-in-writing, counterparts and e-signature) will be drafted by counsel.

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NEXT STEPS:
1. Each party reviews internally and routes this draft to its own counsel.
2. Counsel converts this term sheet into a binding agreement with all SBA-required addenda.
3. For MPP-JV: file the JV Agreement and any 8(a) addendum with SBA per 13 CFR 124.513 and obtain SBA approval BEFORE proposal submission.
4. Register the JV in SAM.gov with its own UEI/CAGE if pursuing as a JV entity.
5. Confirm all set-aside certifications are current and verify size status under the solicitation NAICS.

This draft is not a substitute for licensed legal counsel.

Output — Part 2: Risk / Redline List

RISK / REDLINE LIST — FOR ATTORNEY REVIEW
DATE: 2026-05-16
PURSUIT: ACC-APG Cyber Engineering Support FY26
TERM SHEET: TERM SHEET — DRAFT FOR COUNSEL REVIEW dated 2026-05-16
TEAMING STRUCTURE: MPP-JV
SET-ASIDE: SDVOSB

NOTE TO COUNSEL: The following items are surfaced for your review in drafting the definitive Joint Venture Agreement from the attached term sheet. Items tagged Critical require resolution before signature and, where applicable, before SBA approval filing and proposal submission. This list is not an exhaustive legal analysis; counsel should expect to add additional items based on jurisdiction, party-specific issues, and counsel's professional judgment.

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RISK #1: Affiliation risk despite MPP exception
Section: Section 3 (Teaming Structure)
Concern: The MPP exception under 13 CFR 121.103(h) and 125.9(d) protects the joint venture's size status only if the SBA-approved mentor-protégé relationship is current and the joint venture's structure complies with all 13 CFR 125.8 content requirements.
Question for counsel: Has the SBA approval letter been re-verified within the last 12 months, and does the JV Agreement satisfy all content requirements of 13 CFR 125.8 such that the MPP size protection survives a size protest?
Why it matters: An MPP-JV that fails 13 CFR 125.8 content requirements loses the size protection and the JV is reassessed under standard affiliation rules — likely disqualifying the bid.
Severity: Critical

RISK #2: Ostensible subcontractor rule
Section: Sections 6 (Work Share) and 7 (Roles and Responsibilities)
Concern: With DefenseTech (mentor, large business) performing 40% of the work and providing senior architect oversight plus 24/7 SOC support, SBA may scrutinize whether DefenseTech performs "primary and vital" contract requirements or whether the protégé is "unusually reliant" on the mentor under 13 CFR 121.103(h)(3).
Question for counsel: Does the proposed scope split of 60/40 — with the mentor providing senior architect oversight and 24/7 SOC — risk an ostensible subcontractor finding that would defeat the SDVOSB eligibility even under the MPP exception?
Why it matters: An ostensible subcontractor finding can override the MPP size protection in some SBA Office of Hearings and Appeals decisions. The qualifying work split must reflect the protégé performing genuinely vital work, not nominal lead role.
Severity: Critical

RISK #3: Performance-of-work validation under FAR 52.219-14
Section: Section 6 (Work Share)
Concern: The joint venture must perform at least 50% of cost of contract performance with its own employees (excluding materials) under FAR 52.219-14, and the protégé must perform at least 40% of the JV's work under 13 CFR 125.8(d)(3).
Question for counsel: Will the JV's combined 60% Sentinel Strand + 40% DefenseTech split, executed with their own employees rather than external subcontractors, satisfy the 50% FAR 52.219-14 threshold at the contract level?
Why it matters: Even with the 40%+ protégé rule satisfied internally, the JV as a whole must still perform 50% with its own workforce. External subcontracting beyond 50% of contract cost violates FAR 52.219-14 and triggers contract performance findings.
Severity: High

RISK #4: Managing venturer designation
Section: Section 7 (Roles and Responsibilities)
Concern: 13 CFR 125.8(b)(2)(ii) requires the protégé to serve as managing venturer for an MPP-JV. The term sheet correctly designates Sentinel Strand Cyber, LLC, but counsel must validate that managing venturer authority is meaningfully exercised (not nominal).
Question for counsel: Do the operational decision-making provisions in the definitive JVA give the protégé genuine managerial authority over day-to-day performance, key personnel, and subcontractor selection — not just signature authority?
Why it matters: A managing venturer designation that is nominal on paper but operationally controlled by the mentor risks the same affiliation findings as the ostensible subcontractor doctrine.
Severity: High

RISK #5: Joint and several liability to the government
Section: Section 12 (Indemnification)
Concern: Under FAR, the joint venture and its members are jointly and severally liable to the government for the entire contract, regardless of internal work share. The term sheet acknowledges this in Section 12, but does not address how the inter-partner cross-indemnity mechanically allocates a $X loss between Sentinel Strand and DefenseTech.
Question for counsel: How will the definitive JVA's cross-indemnification mechanism operate if the government asserts a $X claim against the JV (e.g., for delayed deliverable, defective work, cost overrun)? Is the indemnification proportional, full pass-through to the offending party, or insurance-backstopped?
Why it matters: A loss event that exceeds insurance limits hits the JV's owners' balance sheets jointly and severally. The internal indemnification mechanics determine whether the protégé absorbs disproportionate risk relative to its 60% work share.
Severity: High

RISK #6: Indemnification asymmetry
Section: Section 12 (Indemnification)
Concern: The term sheet states "mutual indemnification on respective work share with carve-outs for gross negligence and willful misconduct" but does not specify whether indemnification is uncapped or capped, whether insurance is the primary backstop, or whether the protégé's smaller balance sheet creates asymmetric exposure.
Question for counsel: Should indemnification be capped (e.g., at insurance coverage limits) to protect the protégé's smaller balance sheet from absorbing losses driven by the mentor's gross negligence?
Why it matters: Mutual indemnification language can mask asymmetric exposure — the smaller party often cannot absorb the same dollar loss as the larger party, even when liability is technically equal.
Severity: High

RISK #7: IP ownership at JV dissolution
Section: Section 10 (Intellectual Property)
Concern: The term sheet describes foreground IP shared 60/40 with cross-licenses, but does not address what happens to JV-developed IP at dissolution: does Sentinel Strand retain perpetual rights to use the foreground IP on other ACC-APG cyber pursuits? Does DefenseTech retain the same?
Question for counsel: At JV dissolution, do both parties retain perpetual, royalty-free, irrevocable licenses to foreground IP for their independent federal work, or do the licenses terminate or convert? Are there carve-outs for IP developed primarily by one party?
Why it matters: IP that is unresolved at dissolution becomes a contested asset and constrains both parties' future federal pursuits in adjacent scope.
Severity: Medium

RISK #8: Decision deadlock procedure
Section: Section 8 (Decision-Making)
Concern: The term sheet specifies unanimous consent for major decisions but does not specify a deadlock-breaking procedure. With a four-member management committee (two from each party), unanimous-consent items are vulnerable to 2-2 deadlock.
Question for counsel: What is the deadlock-breaking procedure for unanimous-consent items? Options include third-party mediator, neutral tie-breaker (industry expert), or dissolution trigger after a defined cooling-off period.
Why it matters: Unresolved deadlock during pre-award (e.g., on bid/no-bid decision) can blow the proposal deadline; unresolved deadlock post-award (e.g., on scope mod acceptance) can trigger contract default.
Severity: Medium

RISK #9: Termination and wind-down asymmetry
Section: Section 4 (Term and Termination)
Concern: The term sheet lists termination triggers but does not address how wind-down distributes the JV's assets, contracts, personnel, and outstanding obligations between the parties.
Question for counsel: At termination — particularly mid-performance termination — how are the JV's outstanding receivables, payables, equipment, IP licenses, key personnel, and any government claims allocated between Sentinel Strand and DefenseTech?
Why it matters: Wind-down asymmetry is a common source of post-JV litigation. Clarity in the definitive JVA materially reduces dispute risk.
Severity: Medium

RISK #10: Non-compete scope
Section: Section 15 (Dispute Resolution and Miscellaneous)
Concern: The term sheet narrowly scopes non-compete to "this pursuit only," which is generally enforceable. Counsel should validate that this scope holds under the chosen governing law and does not inadvertently restrict either party's ongoing ACC-APG cyber work outside this specific pursuit.
Question for counsel: Under the chosen governing law (TO BE NEGOTIATED), is a "this pursuit only" non-compete enforceable, and does it inadvertently restrict either party's separate ACC-APG cyber work that pre-dates or is independent of this joint venture?
Why it matters: Overbroad non-competes are unenforceable in many jurisdictions and risk being struck entirely; underspecified non-competes invite litigation over scope.
Severity: Medium

RISK #11: Bonding and insurance flow-down to external subcontractors
Section: Section 13 (Insurance and Bonding)
Concern: The term sheet addresses insurance between the two JV partners but does not address flow-down to external subcontractors the joint venture may engage (e.g., niche cyber tooling vendors).
Question for counsel: What insurance and indemnification flow-down terms will the JV require of its external subcontractors, and how do those flow-down terms reconcile with the JV's own insurance limits?
Why it matters: Gaps in subcontractor flow-down expose the JV (and its members) to claims that should sit with the subcontractor's insurer.
Severity: Medium

RISK #12: Audit and records flow-down for DCAA cost accounting
Section: Section 14 (Audit and Records)
Concern: The term sheet addresses FAR 4.703 retention and SBA / IG / GAO audit rights but does not address DCAA cost-accounting standards that may apply if the contract type is cost-reimbursable or T&M, and does not address records segregation between the JV and the individual partners.
Question for counsel: If the awarded contract type is cost-reimbursable or T&M, are the parties' cost-accounting systems DCAA-adequate (CAS 401-415 if applicable), and how will records be segregated between the JV and each partner's other federal work?
Why it matters: DCAA-inadequate cost accounting on a cost-reimbursable or T&M contract triggers Disclosure Statement issues and can disqualify the contractor from cost-reimbursable awards.
Severity: Medium

RISK #13: SBA addendum filing not required for SDVOSB-population JV but compliance documentation still needed
Section: Section 3 (Teaming Structure)
Concern: Unlike 8(a) JVs, SDVOSB MPP-JVs do not require pre-award SBA approval of the JV Agreement per 13 CFR 128.402. However, the JV must comply with 13 CFR 125.8 content requirements and must be available to SBA on request.
Question for counsel: Has the JV Agreement been drafted with all 13 CFR 125.8 content requirements documented and verifiable, such that an SBA review (proactive or reactive) confirms compliance without requiring restructuring?
Why it matters: Even without pre-award SBA approval, post-award SBA review can find the JV non-compliant and trigger contract performance impacts.
Severity: Medium

RISK #14: B&P cost recovery on no-award
Section: Section 5 (Capital and Pre-Award Costs)
Concern: The term sheet states each party bears its own pre-award B&P costs with no reimbursement if no award. Capital contributions ($50K Sentinel Strand + $30K DefenseTech) appear to be JV operational capital, not B&P recovery — counsel should confirm intent.
Question for counsel: Are the $50K Sentinel Strand and $30K DefenseTech cash contributions intended as B&P cost recovery if no award, as JV operational capital for performance phase, or as both? What is the treatment if the JV pursues but does not win?
Why it matters: Ambiguity between B&P recovery and operational capital creates accounting and tax confusion at any of the three exit points (no bid, no award, post-award dissolution).
Severity: Medium

RISK #15: JV SAM.gov registration timing
Section: Section 3 (Teaming Structure)
Concern: The joint venture must obtain its own UEI and CAGE code and register in SAM.gov with separate NAICS and set-aside representations before offer submission.
Question for counsel: What is the target date for JV SAM.gov registration relative to proposal submission, and who is responsible for the registration filings?
Why it matters: A JV that submits a proposal without its own SAM.gov registration is technically non-responsive and risks proposal rejection.
Severity: High

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SUMMARY:
- Critical risks: 2 — #1 (Affiliation despite MPP exception), #2 (Ostensible subcontractor rule)
- High risks: 4 — #3 (Performance-of-work validation), #4 (Managing venturer designation), #5 (Joint and several liability), #6 (Indemnification asymmetry), #15 (SAM.gov registration timing)
- Medium risks: 8 — #7 (IP at dissolution), #8 (Deadlock), #9 (Wind-down), #10 (Non-compete), #11 (Subcontractor flow-down), #12 (DCAA), #13 (SBA compliance documentation), #14 (B&P recovery clarity)
- Note: severity totals adjusted from rough draft; final count: 2 Critical + 5 High + 8 Medium = 15 items.

RECOMMENDED COUNSEL ROUTING:
Priorities: validate the JV Agreement against 13 CFR 125.8 content requirements (Risk #1) and assess ostensible subcontractor exposure (Risk #2) before finalizing the work breakdown. Confirm the JV's collective FAR 52.219-14 50% performance with the partners' own workforce (Risk #3). Draft cross-indemnification with insurance backstops to address asymmetric exposure (Risk #6). Schedule JV SAM.gov registration to complete at least 14 days before offer submission (Risk #15). No SBA pre-award addendum filing required for SDVOSB (Risk #13) but maintain audit-ready compliance documentation. Next decision point: proposal submission deadline for W56KGY-26-R-0042.

This risk list is not a substitute for licensed legal counsel. It is intended to give counsel a structured starting point for definitive-agreement drafting.

Example 2: Set-Aside-Population JV between Two Small WOSB Firms (Prompt 2 + Prompt 4)

Inputs Used

• {{pursuit_title}}: HRSA Bureau of Health Workforce Program Evaluation Support
• {{agency}}: HHS / HRSA / Bureau of Health Workforce
• {{solicitation_ref_or_naics}}: HRSA-26-001 / NAICS 541611 Administrative Management and General Management Consulting
• {{party_1_name}}: Larkspur Civic Strategy, Inc. (Maryland)
• {{party_1_uei}}: UEI LRK456MNO789 / CAGE 7Z7Z7
• {{party_1_size_status}}: Small (under NAICS 541611, $24.5M average annual receipts; current 3-year average $4.1M)
• {{party_1_set_aside_certifications}}: WOSB, EDWOSB, SDB
• {{party_1_role}}: managing venturer (prime)
• {{party_2_name}}: AlphaCivic Consulting, LLC (DC)
• {{party_2_uei}}: UEI APC123PQR456 / CAGE 6W6W6
• {{party_2_size_status}}: Small (under NAICS 541611; current 3-year average $9.8M)
• {{party_2_set_aside_certifications}}: WOSB
• {{party_2_role}}: non-managing venturer
• {{additional_parties}}: none
• {{teaming_structure}}: Set-Aside-Population-JV
• {{set_aside_type}}: WOSB
• {{scope_summary}}: "The JV will deliver program evaluation, performance measurement, and policy analysis support to HRSA's Bureau of Health Workforce for FY26-FY30. Scope covers up to 12 health workforce programs across rural health, nursing workforce, and behavioral health workforce portfolios. Larkspur leads program evaluation methodology and performance measurement design. AlphaCivic provides policy analysis, stakeholder engagement facilitation, and grants management subject-matter expertise."
• {{work_share_percentages}}: Larkspur: 55%, AlphaCivic: 45%
• {{managing_venturer}}: Larkspur Civic Strategy, Inc.
• {{capital_contributions}}: No upfront cash; each party bears its own pre-award B&P costs and contributes in-kind labor at fully burdened rates during proposal preparation
• {{profit_loss_split}}: Tracks work share (55/45)
• {{decision_matrix}}: "Major decisions unanimous: contract acceptance, scope mods over $50K, settlement of claims, distributions, additional pursuits, dissolution. Operational follow managing venturer."
• {{key_personnel}}: "Larkspur: Dr. Sarah Chen (Evaluation Lead, PhD Public Health, 14 years HHS program evaluation); Rebecca Park (Performance Measurement Lead, MPH, prior CDC). AlphaCivic: Dr. Michael Hayes (Policy Lead, PhD Health Policy, prior CMS); Lisa Tran (Stakeholder Engagement Lead, MPA, 10 years HHS grant programs)."
• {{technical_lead}}: Larkspur (Dr. Sarah Chen)
• {{contract_admin_lead}}: Larkspur (Project Manager TBD)
• {{bd_lead}}: Joint
• {{ip_arrangement}}: "Background IP retained by contributing party. Foreground IP (evaluation frameworks, methodology documents) shared 55/45 per work share with cross-licenses for use in each party's other federal evaluation work. Customer IP per FAR 52.227-14."
• {{indemnification_approach}}: "Mutual indemnification on respective work share."
• {{insurance_requirements}}: "Each party maintains CGL $1M/$2M, Professional Liability $3M, Workers' Comp per state. Each names the other as additional insured on CGL."
• {{bonding_capacity}}: N/A (services pursuit)
• {{dispute_resolution}}: TO BE NEGOTIATED
• {{term_duration}}: Single pursuit (this HRSA pursuit only)
• {{termination_triggers}}: "No bid; loss; mutual agreement; default; material breach"
• {{non_compete_scope}}: "This pursuit only"
• {{mpp_approval_status}}: N/A — not MPP
• {{foci_flag}}: No
• {{sole_source_flag}}: No

Output — Part 1: Term Sheet

TERM SHEET — DRAFT FOR COUNSEL REVIEW
DATE: 2026-05-16
PURSUIT: HRSA Bureau of Health Workforce Program Evaluation Support

DISCLAIMER: This document is a BUSINESS TERM SHEET DRAFT, not a legal contract. It is intended to align the parties' commercial intent in plain English BEFORE engagement with licensed counsel. It does not constitute legal advice. Both parties must engage qualified federal contracts attorneys to draft the final Joint Venture Agreement or Teaming Agreement, including all SBA-required addenda. This draft must NOT be signed as-is. Errors in SBA compliance can disqualify the bid; only counsel can validate compliance.

ATTORNEY ROUTING: Both parties should provide this draft to their respective counsel BEFORE further commitments. For SBA-program-specific rules, contact your SBA District Office or Procurement Center Representative.

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1. THE PARTIES

The parties to this term sheet are Larkspur Civic Strategy, Inc. (a Maryland corporation; UEI LRK456MNO789; CAGE 7Z7Z7; current size status Small under NAICS 541611 with a 3-year average annual receipts of $4.1M; certifications WOSB, EDWOSB, and SDB) and AlphaCivic Consulting, LLC (a District of Columbia limited liability company; UEI APC123PQR456; CAGE 6W6W6; current size status Small under NAICS 541611 with a 3-year average annual receipts of $9.8M; certification WOSB). Both parties independently qualify as small under the solicitation NAICS — this is the foundation of the population-JV structure.

Larkspur Civic Strategy, Inc. serves as the managing venturer for the joint venture. AlphaCivic Consulting, LLC serves as the non-managing venturer.

2. WHAT THIS COVERS (SCOPE)

This term sheet covers the parties' joint pursuit of HRSA Bureau of Health Workforce Program Evaluation Support at the Health Resources and Services Administration, Bureau of Health Workforce, under solicitation HRSA-26-001, NAICS 541611 (Administrative Management and General Management Consulting). The pursuit is set aside for Women-Owned Small Business (WOSB) concerns.

The scope: the joint venture will deliver program evaluation, performance measurement, and policy analysis support to HRSA's Bureau of Health Workforce for the FY26-FY30 period, covering up to 12 health workforce programs across rural health, nursing workforce, and behavioral health workforce portfolios. Larkspur leads program evaluation methodology and performance measurement design. AlphaCivic provides policy analysis, stakeholder engagement facilitation, and grants management subject-matter expertise. The joint venture will pursue this opportunity as a separate legal entity formed by the parties.

3. TEAMING STRUCTURE

The parties intend to form a Set-Aside-Population Joint Venture under 13 CFR 121.103(h), the general JV size rule requiring each partner to independently qualify as small under the solicitation NAICS. Because the pursuit is WOSB set-aside, the parties cross-reference 13 CFR 127.506 (WOSB JV requirements): at least one partner holds the qualifying WOSB certification and performs at least 40% of the joint venture's work. Both parties hold active WOSB certification; Larkspur Civic Strategy, Inc., as managing venturer, will perform 55% of the joint venture's work — satisfying the 40%+ threshold.

The parties intend to form the joint venture as a Maryland limited liability company (TO BE NEGOTIATED — counsel to confirm state of formation; alternatives include Delaware or DC). The joint venture will obtain its own UEI and CAGE code and register in SAM.gov as a separate entity before offer submission. The joint venture may receive up to 3 contracts over the 2-year SBA observation window per 13 CFR 121.103(h)(4) before requiring re-formation.

The parties acknowledge that no Mentor-Protégé Program exception applies to this joint venture — the joint venture's small-business status flows from both parties independently qualifying as small under NAICS 541611, not from MPP size protection. Counsel will validate the WOSB JV Agreement against 13 CFR 127.506 content requirements.

4. TERM AND TERMINATION

The effective date of the definitive Joint Venture Agreement is anticipated upon counsel's drafting and execution by both parties (TO BE NEGOTIATED — target signature date before offer submission). The arrangement covers three phases: pre-award (proposal preparation through award decision), award (contract execution if won), and post-award (performance plus the 2-year SBA observation window per 13 CFR 121.103(h)(4)).

The parties intend a single-pursuit term covering this HRSA pursuit only. Termination triggers include: no bid submitted; award lost; mutual agreement; default by either party; and material breach. Termination mechanics and wind-down procedures are reserved for counsel.

5. CAPITAL AND PRE-AWARD COSTS

The parties intend no upfront cash capital contribution. Each party bears its own pre-award B&P costs with no reimbursement if no award. During proposal preparation, each party contributes in-kind labor at fully burdened rates — labor hours and value to be tracked by each party for internal accounting (TO BE NEGOTIATED — counsel and the parties' licensed CPAs to confirm tax treatment).

6. WORK SHARE

The parties intend the following work share: Larkspur Civic Strategy, Inc.: 55% of the joint venture's work; AlphaCivic Consulting, LLC: 45%. Larkspur's scope covers program evaluation methodology and performance measurement design. AlphaCivic's scope covers policy analysis, stakeholder engagement facilitation, and grants management subject-matter expertise.

This work share appears consistent with the applicable SBA performance-of-work rules, subject to counsel validation: under 13 CFR 127.506, the WOSB partner serving as managing venturer must perform at least 40% of the JV's work — Larkspur's 55% share satisfies this threshold. Cross-referencing 13 CFR 125.6, the joint venture collectively must comply with FAR 52.219-14 limitations on subcontracting: for services, the JV performs at least 50% of cost of contract performance excluding materials. The 55/45 internal split, combined with the JV's overall obligation to perform 50% of the contract with its own forces, appears consistent — counsel to confirm against the final solicitation work breakdown.

7. ROLES AND RESPONSIBILITIES

Larkspur Civic Strategy, Inc. serves as managing venturer, consistent with the WOSB JV requirement under 13 CFR 127.506 that the WOSB partner serve as managing venturer. Larkspur provides the Technical Lead (Dr. Sarah Chen — PhD Public Health, 14 years HHS program evaluation) and will assign a Contract Administration Project Manager (TO BE NEGOTIATED — Larkspur to identify). AlphaCivic provides the Policy Lead (Dr. Michael Hayes — PhD Health Policy, prior CMS) and the Stakeholder Engagement Lead (Lisa Tran — MPA, 10 years HHS grant programs). BD authority is joint.

Performance Measurement Lead is Rebecca Park (Larkspur — MPH, prior CDC). Additional roles (e.g., QA lead, finance/accounting lead, subcontract management lead if external subcontractors are engaged) are TO BE NEGOTIATED.

8. DECISION-MAKING

The parties intend a management committee of four members (two from each party). Major decisions require unanimous consent: contract acceptance; scope modifications over $50,000; settlement of claims; distributions; additional pursuits beyond this one; and dissolution. Operational decisions follow managing venturer (Larkspur) authority: day-to-day performance, subcontractor and vendor selection within budget, non-key personnel hiring.

Deadlock procedure for major decisions is reserved for counsel to draft in the definitive JVA.

9. PROFIT AND LOSS ALLOCATION

The parties intend profit and loss to track work share (Larkspur 55% / AlphaCivic 45%). Tax-and-regulatory implications of the allocation are reserved for counsel and the parties' licensed CPAs.

10. INTELLECTUAL PROPERTY

The parties intend that background IP (pre-existing intellectual property each party brings, including Larkspur's evaluation methodology frameworks and AlphaCivic's stakeholder engagement protocols) remains owned by the contributing party, with a non-exclusive license to the joint venture for use during JV performance. Foreground IP (jointly developed during JV performance — including evaluation frameworks, methodology documents, and performance measurement instruments created for HRSA) is shared 55/45 per work share, with cross-licenses for use in each party's other federal evaluation work.

Customer IP and data rights are governed by FAR 52.227-14. Counsel will draft the specific IP and data-rights provisions in the definitive JVA, including marking requirements, rights-in-data clauses, and treatment of HRSA-furnished data and grantee-furnished data.

11. CONFIDENTIALITY

The parties intend mutual non-disclosure of confidential and proprietary information exchanged during pre-award, performance, and the post-termination period, with a 3-year survival period post-termination. Counsel will draft the definitive confidentiality provision, including carve-outs for publicly available information, independently developed information, and lawful third-party disclosures. Proposal-specific information is treated as Confidential pending award.

12. INDEMNIFICATION

The parties intend mutual indemnification on their respective work share, with carve-outs for gross negligence and willful misconduct. The parties acknowledge that under FAR, the joint venture is jointly and severally liable to the government for the entire contract, regardless of internal work share allocation — this exposure to the government is not modifiable by inter-partner indemnification. Counsel will draft the definitive cross-indemnity language and any insurance-backstop requirements.

13. INSURANCE AND BONDING

Each party intends to maintain the following coverages during pre-award, performance, and a tail period: Commercial General Liability $1M per occurrence / $2M aggregate; Professional Liability / Errors and Omissions $3M; Workers' Compensation per state requirements. Each party will name the other as additional insured on CGL for the scope of joint venture work, and certificates of insurance will be exchanged at definitive agreement execution.

Bonding is not applicable to this services pursuit. Counsel will draft definitive insurance flow-down language.

14. AUDIT AND RECORDS

Each party intends to maintain its own books of account for its work share contribution. The joint venture will maintain its own books of account at the entity level. The parties intend to flow down audit and records access rights consistent with FAR 4.703 (3-year retention post-final-payment). SBA, HHS Office of Inspector General, GAO, and the cognizant HRSA Contracting Officer retain audit rights at all levels.

Counsel will draft the definitive records-retention and audit-cooperation provisions.

15. DISPUTE RESOLUTION AND MISCELLANEOUS

The parties intend a mediation-then-arbitration dispute resolution ladder for inter-partner disputes: governing law, venue, and forum specifics TO BE NEGOTIATED — counsel will recommend a state with predictable contracts law (commonly Delaware, Maryland, or DC). Claims against the government route through the standard Contract Disputes Act framework via the joint venture as awardee.

The parties intend a non-compete narrowly scoped to this pursuit only — no non-compete beyond this specific HRSA Bureau of Health Workforce pursuit — and counsel will draft enforceable scope and duration. Standard miscellaneous provisions (no-assignment-without-consent, entire-agreement, amendment-in-writing, counterparts and e-signature) will be drafted by counsel.

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NEXT STEPS:
1. Each party reviews internally and routes this draft to its own counsel.
2. Counsel converts this term sheet into a binding agreement with all SBA-required addenda.
3. For 8(a) Set-Aside-Population-JV: file the JV Agreement and 8(a) addendum with SBA per 13 CFR 124.513 and obtain SBA approval BEFORE proposal submission. (For non-8(a) population JVs: confirm program-specific eligibility documentation per applicable 13 CFR rule.)
4. Register the JV in SAM.gov with its own UEI/CAGE if pursuing as a JV entity.
5. Confirm all set-aside certifications are current and verify size status under the solicitation NAICS.

This draft is not a substitute for licensed legal counsel.

Output — Part 2: Risk / Redline List

RISK / REDLINE LIST — FOR ATTORNEY REVIEW
DATE: 2026-05-16
PURSUIT: HRSA Bureau of Health Workforce Program Evaluation Support
TERM SHEET: TERM SHEET — DRAFT FOR COUNSEL REVIEW dated 2026-05-16
TEAMING STRUCTURE: Set-Aside-Population-JV
SET-ASIDE: WOSB

NOTE TO COUNSEL: The following items are surfaced for your review in drafting the definitive Joint Venture Agreement from the attached term sheet. Items tagged Critical require resolution before signature and, where applicable, before proposal submission. This list is not an exhaustive legal analysis; counsel should expect to add additional items based on jurisdiction, party-specific issues, and counsel's professional judgment.

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RISK #1: Ostensible subcontractor rule risk
Section: Sections 6 (Work Share) and 7 (Roles and Responsibilities)
Concern: Although both parties are small and the work share is 55/45, AlphaCivic provides policy analysis and stakeholder engagement — which may be characterized as "primary and vital" to the program evaluation scope depending on the HRSA SOW. Population JVs face the same 13 CFR 121.103(h)(3) ostensible subcontractor scrutiny as MPP JVs.
Question for counsel: Does AlphaCivic's policy analysis and stakeholder engagement scope constitute "primary and vital" contract requirements such that the JV's managing venturer (Larkspur) could be found "unusually reliant" on AlphaCivic in a size protest?
Why it matters: An ostensible subcontractor finding can defeat the JV's WOSB eligibility and disqualify the proposal — population JVs do not have MPP size protection to fall back on.
Severity: Critical

RISK #2: Affiliation between the two small parties
Section: Section 3 (Teaming Structure)
Concern: SBA assesses affiliation between JV partners under 13 CFR 121.103 (common ownership, common management, common identity of interest). Population JVs between two firms that have previously partnered or share ownership / management overlap can be found affiliated, which would aggregate their receipts.
Question for counsel: Is there any current or historic ownership, management, contractual, or financial relationship between Larkspur and AlphaCivic that could trigger an affiliation finding under 13 CFR 121.103?
Why it matters: An affiliation finding aggregates the two parties' receipts. Combined ($4.1M + $9.8M = $13.9M) the joint entity is still under the $24.5M NAICS 541611 threshold — but counsel must validate and document the size assessment.
Severity: High

RISK #3: WOSB JV content compliance under 13 CFR 127.506
Section: Section 3 (Teaming Structure)
Concern: 13 CFR 127.506 specifies content requirements for WOSB JV Agreements, including identification of the qualifying WOSB partner, ownership and control of the JV, profit-and-loss allocation, managing venturer responsibilities, and joint-and-several liability statement.
Question for counsel: Does the definitive JV Agreement satisfy all 13 CFR 127.506 content requirements such that the JV's WOSB status survives a SBA proactive review or a size protest?
Why it matters: WOSB JVs that fail 13 CFR 127.506 content requirements lose WOSB eligibility for the pursuit. Unlike 8(a), WOSB does not require pre-award SBA approval, but post-award review can find non-compliance.
Severity: High

RISK #4: Managing venturer designation operational substance
Section: Section 7 (Roles and Responsibilities)
Concern: 13 CFR 127.506 requires the WOSB partner to serve as managing venturer with substantive operational authority — not nominal. Larkspur is correctly designated, but counsel must validate the definitive JVA gives Larkspur meaningful day-to-day managerial authority.
Question for counsel: Does the definitive JVA give Larkspur genuine managerial authority — over key personnel, vendor selection, and day-to-day performance — sufficient to satisfy the WOSB managing venturer substance test?
Why it matters: Nominal managing venturer designations are scrutinized in WOSB size protests and can result in WOSB ineligibility findings.
Severity: High

RISK #5: Performance-of-work compliance under FAR 52.219-14
Section: Section 6 (Work Share)
Concern: The joint venture as awardee on a WOSB set-aside must comply with FAR 52.219-14: services contracts require the JV to perform at least 50% of cost of contract performance with its own employees. The 55/45 internal split assumes both partners perform with their own employees rather than external subcontractors.
Question for counsel: Do the parties' staffing plans support the JV performing 50%+ of contract cost with its own (Larkspur and AlphaCivic) employees, without external subcontracting reducing the JV's own-workforce share below 50%?
Why it matters: External subcontracting beyond 50% of contract cost violates FAR 52.219-14 and triggers performance findings.
Severity: High

RISK #6: SBA SAM.gov registration with WOSB representation
Section: Section 3 (Teaming Structure)
Concern: The joint venture must obtain its own UEI and CAGE and register in SAM.gov as a separate entity, with the JV's own WOSB representation (drawing from the qualifying partner's WOSB certification) reflected accurately.
Question for counsel: What is the target date for JV SAM.gov registration relative to proposal submission, and how is the JV's WOSB representation documented in SAM (drawing from Larkspur's WOSB certification)?
Why it matters: A JV that submits a proposal without its own SAM.gov registration — or with incorrect WOSB representation — is non-responsive.
Severity: High

RISK #7: IP at dissolution
Section: Section 10 (Intellectual Property)
Concern: The term sheet describes foreground IP shared 55/45 with cross-licenses but does not address what happens to JV-developed evaluation frameworks and methodology documents at dissolution.
Question for counsel: At dissolution, do both parties retain perpetual royalty-free licenses to foreground IP for their independent federal evaluation work? Are there carve-outs for IP developed primarily by one party?
Why it matters: Unresolved IP at dissolution becomes a contested asset and constrains both parties' future federal evaluation pursuits.
Severity: Medium

RISK #8: Indemnification asymmetry between unequal-sized small parties
Section: Section 12 (Indemnification)
Concern: Larkspur ($4.1M revenue) and AlphaCivic ($9.8M revenue) have materially different balance sheets. Mutual indemnification with no caps may expose Larkspur to losses it cannot absorb relative to AlphaCivic's capacity.
Question for counsel: Should indemnification be capped (e.g., at insurance coverage limits or at a percentage of contract value) to protect Larkspur's smaller balance sheet from absorbing losses driven by AlphaCivic's gross negligence?
Why it matters: Mutual indemnification can mask asymmetric exposure when balance sheets differ.
Severity: Medium

RISK #9: Decision deadlock procedure
Section: Section 8 (Decision-Making)
Concern: The term sheet specifies unanimous consent for major decisions but does not specify a deadlock-breaking procedure. Four-member management committee is vulnerable to 2-2 deadlock.
Question for counsel: What is the deadlock-breaking procedure for unanimous-consent items?
Why it matters: Unresolved pre-award deadlock (e.g., on bid/no-bid) can blow the proposal deadline.
Severity: Medium

RISK #10: Termination and wind-down asymmetry
Section: Section 4 (Term and Termination)
Concern: Single-pursuit term simplifies wind-down — but the term sheet does not address how mid-performance termination distributes the JV's outstanding receivables, payables, IP licenses, and key personnel.
Question for counsel: At termination, how are the JV's outstanding receivables, payables, IP licenses, and key personnel allocated between Larkspur and AlphaCivic?
Why it matters: Wind-down asymmetry is a common source of post-JV litigation.
Severity: Medium

RISK #11: Non-compete scope
Section: Section 15 (Dispute Resolution and Miscellaneous)
Concern: "This pursuit only" non-compete is generally enforceable, but counsel should validate under the chosen governing law and confirm it does not inadvertently restrict either party's other HRSA evaluation work.
Question for counsel: Under the chosen governing law (TO BE NEGOTIATED), is "this pursuit only" non-compete enforceable, and does it inadvertently restrict either party's separate HRSA evaluation work outside this specific pursuit?
Why it matters: Overbroad non-competes are unenforceable in many jurisdictions; underspecified non-competes invite litigation.
Severity: Medium

RISK #12: B&P cost recovery on no-award and in-kind labor accounting
Section: Section 5 (Capital and Pre-Award Costs)
Concern: Each party bears its own pre-award B&P costs and contributes in-kind labor at fully burdened rates. The term sheet does not specify how in-kind labor is valued, tracked, or recovered if the JV does not win.
Question for counsel and CPA: How is in-kind labor valued (which rate? which cost pool?), tracked (which timekeeping system?), and treated for tax purposes if the JV does not win?
Why it matters: Ambiguity around in-kind labor accounting creates downstream cost-allocation disputes and tax complications.
Severity: Medium

RISK #13: Audit and records for grantee data
Section: Section 14 (Audit and Records)
Concern: HRSA Bureau of Health Workforce evaluation work typically involves grantee data (grantee performance reports, grant program records, beneficiary data). The term sheet addresses FAR 4.703 retention but does not address grantee data privacy, grantee data destruction at end of contract, or HIPAA-adjacent protections if behavioral health workforce data includes Protected Health Information.
Question for counsel: What grantee data privacy, retention, and destruction provisions are required under the HRSA contract, and how do they flow down to the JV partners' records systems?
Why it matters: Mishandling of grantee data can trigger HRSA contract performance findings, HIPAA penalties (if PHI), and reputational damage that affects future federal evaluation pursuits.
Severity: Medium

RISK #14: Profit and loss allocation at unequal contribution
Section: Section 9 (Profit and Loss Allocation)
Concern: Profit and loss track work share (55/45). However, AlphaCivic's higher revenue and potentially higher overhead rate may mean its 45% work share produces higher cost, reducing JV margin disproportionately.
Question for counsel and CPA: Does the 55/45 P&L allocation accurately reflect each party's economic contribution given potentially different fully-burdened rates and overhead structures?
Why it matters: P&L misalignment with economic contribution invites disputes during performance and at termination.
Severity: Medium

RISK #15: 3-contract / 2-year SBA window applicability for single-pursuit term
Section: Section 4 (Term and Termination)
Concern: The term sheet states "single pursuit (this HRSA pursuit only)" but the 13 CFR 121.103(h)(4) rule allows the JV up to 3 contracts within 2 years. The parties may wish to retain optionality for additional WOSB pursuits within the window without re-forming.
Question for counsel: Should the JV's term be drafted to allow up to 3 contracts within the 2-year window (consistent with 13 CFR 121.103(h)(4)) rather than restricted to this single pursuit, preserving optionality for additional WOSB pursuits?
Why it matters: A single-pursuit term forecloses additional pursuits during the SBA window even if good opportunities arise; reformation requires repeating the JV setup.
Severity: Medium

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SUMMARY:
- Critical risks: 1 — #1 (Ostensible subcontractor rule)
- High risks: 5 — #2 (Affiliation), #3 (WOSB JV content compliance), #4 (Managing venturer substance), #5 (Performance-of-work compliance), #6 (SAM.gov registration with WOSB representation)
- Medium risks: 9 — #7 (IP at dissolution), #8 (Indemnification asymmetry), #9 (Deadlock), #10 (Wind-down), #11 (Non-compete), #12 (B&P recovery and in-kind accounting), #13 (Grantee data), #14 (P&L allocation alignment), #15 (3-contract / 2-year window optionality)

RECOMMENDED COUNSEL ROUTING:
Priorities: assess ostensible subcontractor exposure on AlphaCivic's policy analysis and stakeholder engagement scope (Risk #1) before finalizing the work breakdown. Document the 13 CFR 121.103 affiliation assessment (Risk #2) with party-specific facts. Validate the WOSB JV Agreement against 13 CFR 127.506 content requirements (Risk #3) and confirm Larkspur's managing venturer substance (Risk #4). Confirm the JV's FAR 52.219-14 50% performance with the partners' own workforce (Risk #5). Schedule JV SAM.gov registration with accurate WOSB representation at least 14 days before proposal submission (Risk #6). No 8(a) addendum applies (this is WOSB, not 8(a)). Consider expanding term to 3 contracts / 2 years per 13 CFR 121.103(h)(4) (Risk #15) to preserve optionality. Next decision point: HRSA-26-001 proposal submission deadline.

This risk list is not a substitute for licensed legal counsel. It is intended to give counsel a structured starting point for definitive-agreement drafting.

Example 3: Teaming Agreement for DLA Aviation Full-and-Open Pursuit (Prompt 3 + Prompt 4)

Inputs Used

• {{pursuit_title}}: DLA Aviation Aerospace Spares Distribution and Logistics Support
• {{agency}}: DoD / DLA / DLA Aviation
• {{solicitation_ref_or_naics}}: SPE4A7-26-R-0019 / NAICS 488510 Freight Transportation Arrangement
• {{party_1_name}}: Granite Ridge Defense Logistics, LLC (Texas)
• {{party_1_uei}}: UEI GRD789STU012 / CAGE 5V5V5
• {{party_1_size_status}}: Small (under NAICS 488510, 1,000 employees; current employee count 240)
• {{party_1_set_aside_certifications}}: none
• {{party_1_role}}: prime (TA)
• {{party_2_name}}: ManTech International Corporation (Delaware)
• {{party_2_uei}}: UEI MTI345VWX678 / CAGE 4U4U4
• {{party_2_size_status}}: Other than small (publicly held large business)
• {{party_2_set_aside_certifications}}: none
• {{party_2_role}}: subcontractor (TA)
• {{additional_parties}}: none
• {{teaming_structure}}: Teaming-Agreement
• {{set_aside_type}}: Full-and-Open
• {{scope_summary}}: "The teaming arrangement covers DLA Aviation Aerospace Spares Distribution and Logistics Support for FY26-FY31, including transportation arrangement, warehouse operations support, inventory visibility, and reverse logistics for aerospace spare parts across DLA Aviation's CONUS and OCONUS distribution network. Granite Ridge Defense Logistics leads transportation arrangement, vendor management, and CONUS distribution. ManTech provides IT systems integration, inventory visibility platforms, and OCONUS distribution expertise."
• {{work_share_percentages}}: Granite Ridge: 70%, ManTech: 30%
• {{managing_venturer}}: N/A (no JV)
• {{capital_contributions}}: Each party bears its own pre-award B&P costs; no JV capitalization
• {{profit_loss_split}}: N/A — subcontract pricing is FFP with fixed fee, determined at definitive subcontract execution
• {{decision_matrix}}: "Prime has unilateral authority on proposal content, pricing, submission. Subcontractor has authority on its committed scope, subject to prime compliance flow-down."
• {{key_personnel}}: "Granite Ridge: Captain (Ret.) Robert Hayes (Program Manager, 22 years military logistics); Susan Wright (Distribution Operations Lead, prior DLA contractor). ManTech: Dr. James Okafor (IT Systems Integration Lead, 18 years federal logistics IT); Karen Singh (OCONUS Distribution SME, prior US Army Logistics Civil Augmentation Program)."
• {{technical_lead}}: Granite Ridge (Captain Robert Hayes)
• {{contract_admin_lead}}: Granite Ridge (Project Manager TBD)
• {{bd_lead}}: Granite Ridge (lead) with ManTech BD support
• {{ip_arrangement}}: "Background IP retained by contributing party. Foreground IP (proposal-developed material) jointly owned with cross-licenses. Customer IP per FAR 52.227-14 / DFARS 252.227-7013."
• {{indemnification_approach}}: "Mutual indemnification on respective work share, with carve-outs for gross negligence."
• {{insurance_requirements}}: "Each party maintains CGL $5M/$10M (logistics scope), Workers' Comp per state, Auto Liability $5M (for transportation operations). ManTech additionally maintains Cyber Liability $10M (for IT systems integration scope)."
• {{bonding_capacity}}: TO BE NEGOTIATED (DLA Aviation may require performance bond on prime; subcontract bond TBD)
• {{dispute_resolution}}: Courts of Texas (Granite Ridge home state)
• {{term_duration}}: Pre-award through definitive subcontract execution post-award (typical 30-60 days post-award)
• {{termination_triggers}}: "Prime decides not to bid; prime loses the award; mutual agreement; material breach of pre-award obligations; failure to reach definitive subcontract within 60 days post-award"
• {{non_compete_scope}}: "This pursuit only — 12-month limited exclusivity on DLA Aviation aerospace spares pursuits within NAICS 488510"
• {{mpp_approval_status}}: N/A — not MPP
• {{foci_flag}}: No
• {{sole_source_flag}}: No

Output — Part 1: Term Sheet

TERM SHEET — DRAFT FOR COUNSEL REVIEW
DATE: 2026-05-16
PURSUIT: DLA Aviation Aerospace Spares Distribution and Logistics Support

DISCLAIMER: This document is a BUSINESS TERM SHEET DRAFT, not a legal contract. It is intended to align the parties' commercial intent in plain English BEFORE engagement with licensed counsel. It does not constitute legal advice. Both parties must engage qualified federal contracts attorneys to draft the final Joint Venture Agreement or Teaming Agreement, including all SBA-required addenda. This draft must NOT be signed as-is. Errors in SBA compliance can disqualify the bid; only counsel can validate compliance.

ATTORNEY ROUTING: Both parties should provide this draft to their respective counsel BEFORE further commitments. For SBA-program-specific rules, contact your SBA District Office or Procurement Center Representative.

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1. THE PARTIES

The prime to this teaming arrangement is Granite Ridge Defense Logistics, LLC (a Texas limited liability company; UEI GRD789STU012; CAGE 5V5V5; current size status Small under NAICS 488510 with 240 employees against the 1,000-employee size standard; no set-aside certifications). The proposed subcontractor is ManTech International Corporation (a Delaware corporation; UEI MTI345VWX678; CAGE 4U4U4; current size status Other than small (publicly held large business); no set-aside certifications).

Granite Ridge Defense Logistics, LLC serves as the prime. ManTech International Corporation serves as the proposed subcontractor.

2. WHAT THIS COVERS (SCOPE)

This term sheet covers the parties' joint pursuit of DLA Aviation Aerospace Spares Distribution and Logistics Support at Defense Logistics Agency Aviation under solicitation SPE4A7-26-R-0019, NAICS 488510 (Freight Transportation Arrangement). The pursuit is Full-and-Open competition (no set-aside).

The scope: the teaming arrangement covers transportation arrangement, warehouse operations support, inventory visibility, and reverse logistics for aerospace spare parts across DLA Aviation's CONUS and OCONUS distribution network for the FY26-FY31 period. Granite Ridge leads transportation arrangement, vendor management, and CONUS distribution. ManTech provides IT systems integration, inventory visibility platforms, and OCONUS distribution expertise. Granite Ridge will submit the proposal as the sole offeror; ManTech commits to a defined scope IF Granite Ridge wins the award. This Teaming Agreement is governed by general contract law (state-specific; venue and governing law per Section 15) and FAR Subpart 9.6 (Contractor Team Arrangements).

3. TEAMING STRUCTURE

This is a prime-subcontractor Teaming Agreement — NOT a Joint Venture. No JV entity is formed; no JV UEI or CAGE is required. Granite Ridge Defense Logistics, LLC is the sole offeror and, if awarded, the contracting party of record with the government. ManTech International Corporation commits to perform a defined scope under a definitive subcontract executed after award.

The parties acknowledge the well-known enforceability limit of pre-award teaming agreements: courts in many jurisdictions have treated certain TA provisions (particularly subcontract scope and pricing commitments) as unenforceable "agreements to agree." Counsel will draft enforceability protections — definitive-subcontract trigger, exclusivity commitments, work-share commitment, remedies on breach, and any liquidated damages — appropriate to Texas governing law.

Because the pursuit is Full-and-Open, no SBA program-specific rules (8(a), WOSB, SDVOSB, HUBZone, MPP) apply. Granite Ridge holds no set-aside certifications, and ManTech's certifications (none) do not flow to Granite Ridge — this is a key difference from a JV. The prime's small business status under NAICS 488510 may be relevant for subcontracting plan reporting and small business subcontract goals on the awarded contract, but is not a bid-eligibility factor on a Full-and-Open competition.

4. TERM AND TERMINATION

The effective date of the definitive Teaming Agreement is anticipated upon counsel's drafting and execution by both parties (TO BE NEGOTIATED — target signature date before offer submission). The Teaming Agreement covers two phases: pre-award (proposal preparation through award decision) and post-award (definitive subcontract execution within 60 days post-award).

Termination triggers include: prime decides not to bid; prime loses the award; mutual agreement; material breach of pre-award obligations by either party; and failure to reach a definitive subcontract within 60 days post-award. Termination mechanics — including return of the prime's proprietary information, return of the subcontractor's proprietary information, and treatment of pre-award costs — are reserved for counsel.

5. CAPITAL AND PRE-AWARD COSTS

Each party bears its own pre-award B&P costs with no reimbursement if no award. No capital contribution is required — there is no JV entity to capitalize.

6. WORK SHARE

The parties intend the following work share: Granite Ridge Defense Logistics, LLC: 70% of the contract scope as prime; ManTech International Corporation: 30% as subcontractor. Granite Ridge's scope covers transportation arrangement, vendor management, and CONUS distribution. ManTech's scope covers IT systems integration, inventory visibility platforms, and OCONUS distribution.

The work share is a commercial commitment between the prime and the subcontractor — not an SBA-regulated split. Because the pursuit is Full-and-Open (not a set-aside), FAR 52.219-14 (Limitations on Subcontracting) does not impose a small-business performance-of-work rule. The 70/30 split reflects the parties' commercial intent on scope allocation and is implemented through the definitive subcontract executed at award.

The parties acknowledge the ostensible subcontractor rule under 13 CFR 121.103(h)(3): even on a Full-and-Open pursuit where the prime is a small business, SBA may find affiliation between the prime and the subcontractor if the subcontractor performs primary and vital contract requirements or the prime is unusually reliant on the subcontractor. While Full-and-Open competition does not impose a small business size requirement, an ostensible subcontractor finding could affect Granite Ridge's separate small business status under NAICS 488510 for OTHER pursuits where size matters — counsel to validate.

7. ROLES AND RESPONSIBILITIES

Granite Ridge provides the Program Manager (Captain (Ret.) Robert Hayes — 22 years military logistics) and the Distribution Operations Lead (Susan Wright — prior DLA contractor). Granite Ridge will assign a Contract Administration Project Manager (TO BE NEGOTIATED — Granite Ridge to identify before proposal submission). ManTech provides the IT Systems Integration Lead (Dr. James Okafor — 18 years federal logistics IT) and the OCONUS Distribution SME (Karen Singh — prior US Army Logistics Civil Augmentation Program).

Granite Ridge holds the CO-of-record relationship; ManTech's communications with the government flow through Granite Ridge unless the CO directs otherwise. BD authority: Granite Ridge leads with ManTech BD support.

8. DECISION-MAKING

Granite Ridge has unilateral decision authority for proposal content, pricing, and submission. ManTech has decision authority on its committed scope (subject to Granite Ridge's compliance flow-down — including SCA, DBA, security clearance, and any other government-mandated flow-downs applicable to the awarded contract). Shared decisions during pre-award (proposal-strategy changes, teaming changes such as adding or removing teaming partners) require mutual consent under the definitive Teaming Agreement.

Disputes during the pre-award phase resolve under the dispute resolution clause in Section 15.

9. PROFIT AND LOSS ALLOCATION

Profit and loss are allocated by Granite Ridge under the definitive subcontract executed post-award. Anticipated subcontract pricing structure is FFP with fixed fee on ManTech's committed scope (TO BE NEGOTIATED — definitive subcontract pricing structure depends on the prime contract type with DLA Aviation, which may be FFP, IDIQ with FFP task orders, or other).

10. INTELLECTUAL PROPERTY

Background IP (each party's pre-existing intellectual property — including Granite Ridge's vendor management protocols and ManTech's inventory visibility platforms) remains owned by the contributing party, with a limited non-exclusive license to the other party for proposal preparation and contract performance.

Foreground IP (proposal-developed material) is jointly owned with cross-licenses for use in each party's other federal logistics work. Customer IP and data rights are governed by FAR 52.227-14 and, for DoD work, DFARS 252.227-7013. Counsel will draft the specific IP and data-rights provisions in the definitive subcontract, including marking requirements, rights-in-data clauses, and customer IP rules.

11. CONFIDENTIALITY

The parties intend mutual non-disclosure of confidential and proprietary information exchanged during pre-award, performance, and the post-termination period, with a 5-year survival period post-termination. Counsel will draft the definitive confidentiality provision, including carve-outs for publicly available information, independently developed information, and lawful third-party disclosures. Proposal-specific information (technical approach, pricing, key personnel commitments) is treated as Confidential pending award.

12. INDEMNIFICATION

The parties intend mutual indemnification on their respective work share, with carve-outs for gross negligence and willful misconduct. The parties acknowledge that under FAR, Granite Ridge as prime is the contractually responsible party to the government — ManTech's exposure flows through the definitive subcontract terms (including any flow-down of government-imposed liabilities and any standalone subcontractor liabilities). Counsel will draft the definitive cross-indemnity language in the definitive subcontract.

13. INSURANCE AND BONDING

Each party intends to maintain the following coverages during pre-award, performance, and a tail period: Commercial General Liability $5M per occurrence / $10M aggregate (consistent with logistics-scope risk); Workers' Compensation per state requirements; Auto Liability $5M (Granite Ridge for transportation operations); Cyber Liability $10M (ManTech for IT systems integration scope). ManTech will name Granite Ridge as additional insured on CGL and Cyber Liability for the scope of subcontract work.

Bonding: TO BE NEGOTIATED — DLA Aviation may require a performance bond from the prime depending on contract value; subcontract performance bond on ManTech's scope TBD. Counsel will draft definitive insurance and bonding flow-down language in the definitive subcontract.

14. AUDIT AND RECORDS

Each party intends to maintain its own books of account for its scope. Granite Ridge maintains records consistent with FAR 4.703 (3-year retention post-final-payment). ManTech's records are subject to Granite Ridge's audit per the definitive subcontract clauses and to government audit per the prime contract's flow-down clauses. Where DCAA cost-accounting requirements apply (cost-reimbursable or T&M contract types), both parties will maintain DCAA-adequate cost accounting; the parties' Cost Accounting Standards (CAS) coverage status is TO BE NEGOTIATED.

Counsel will draft the definitive records-retention and audit-cooperation provisions in the definitive subcontract.

15. DISPUTE RESOLUTION AND MISCELLANEOUS

The parties intend a mediation-then-arbitration dispute resolution ladder for inter-party disputes during pre-award and post-award phases (other than claims against the government, which flow through the Contract Disputes Act framework via Granite Ridge as awardee). Governing law and venue: courts of Texas (Granite Ridge's home state). The parties intend a non-compete narrowly scoped to this pursuit only — 12-month limited exclusivity on DLA Aviation aerospace spares pursuits within NAICS 488510, no broader non-compete — and counsel will draft enforceable scope and duration per Texas contract law (which generally enforces reasonable non-competes tied to legitimate business interests but scrutinizes overbroad restrictions).

Standard miscellaneous provisions (no-assignment-without-consent, entire-agreement, amendment-in-writing, counterparts and e-signature) will be drafted by counsel.

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NEXT STEPS:
1. Each party reviews internally and routes this draft to its own counsel.
2. Counsel converts this term sheet into a binding Teaming Agreement, including pre-award protections (exclusivity, work-share commitment, definitive-subcontract trigger) and the form of the definitive subcontract to be executed at award.
3. Confirm the prime's certifications match the solicitation set-aside (if any) and validate any ostensible subcontractor risk before proposal submission.
4. Plan for definitive subcontract execution within the agreed window after award (typical: 30-60 days post-award).
5. Confirm all set-aside certifications are current and verify size status under the solicitation NAICS.

This draft is not a substitute for licensed legal counsel.

Output — Part 2: Risk / Redline List

RISK / REDLINE LIST — FOR ATTORNEY REVIEW
DATE: 2026-05-16
PURSUIT: DLA Aviation Aerospace Spares Distribution and Logistics Support
TERM SHEET: TERM SHEET — DRAFT FOR COUNSEL REVIEW dated 2026-05-16
TEAMING STRUCTURE: Teaming-Agreement
SET-ASIDE: Full-and-Open

NOTE TO COUNSEL: The following items are surfaced for your review in drafting the definitive Teaming Agreement (and the form of the definitive subcontract to be executed at award) from the attached term sheet. Items tagged Critical require resolution before signature and before proposal submission. This list is not an exhaustive legal analysis; counsel should expect to add additional items based on jurisdiction, party-specific issues, and counsel's professional judgment.

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RISK #1: Ostensible subcontractor exposure on Granite Ridge's small business status (for other pursuits)
Section: Section 6 (Work Share)
Concern: Even on a Full-and-Open pursuit where the prime's small business status is not a bid-eligibility factor, an ostensible subcontractor finding under 13 CFR 121.103(h)(3) — based on ManTech performing IT systems integration and OCONUS distribution (potentially "primary and vital" depending on solicitation SOW) — can affect Granite Ridge's separate small business size status for OTHER set-aside pursuits.
Question for counsel: Does ManTech's 30% scope (IT systems integration, inventory visibility, OCONUS distribution) constitute "primary and vital" contract requirements such that an ostensible subcontractor finding could affect Granite Ridge's small business status under NAICS 488510 for separate pursuits?
Why it matters: Granite Ridge holds Small business status under NAICS 488510; an ostensible subcontractor finding aggregated with ManTech's large-business receipts/employees would disqualify Granite Ridge from set-aside competition under that NAICS for at least the next 3-year period.
Severity: Critical

RISK #2: Enforceability of teaming agreement provisions under Texas law
Section: Section 3 (Teaming Structure)
Concern: Courts in many jurisdictions, including Texas in some cases, have treated certain pre-award teaming agreement provisions (particularly subcontract scope and pricing commitments) as unenforceable "agreements to agree."
Question for counsel: Under Texas contract law, which provisions of the definitive Teaming Agreement (exclusivity, work-share commitment, definitive-subcontract trigger, remedies on breach) are enforceable, and what drafting protections (e.g., liquidated damages, definitive subcontract attached as exhibit) reduce enforceability risk?
Why it matters: An unenforceable teaming agreement leaves either party exposed to the other walking away post-award without consequence — destroying the commercial value of the pre-award commitment.
Severity: Critical

RISK #3: Definitive subcontract execution timing and consequences of failure
Section: Section 4 (Term and Termination)
Concern: Termination trigger includes "failure to reach a definitive subcontract within 60 days post-award." If the parties fail to reach a definitive subcontract within the window, the prime is exposed: it has bid the contract assuming ManTech's scope, but if no subcontract executes, the prime may face the choice of self-performing (with capacity it does not have), finding a substitute subcontractor (with limited time), or defaulting on the prime contract.
Question for counsel: What contractual protections (e.g., definitive subcontract attached as exhibit to Teaming Agreement; binding price ceiling; binding scope; alternative-subcontractor fallback) protect the prime from a subcontractor who fails to execute the definitive subcontract post-award?
Why it matters: A subcontractor walk-away post-award creates an existential risk for the prime: it has contractual obligations to the government it cannot perform without the subcontractor.
Severity: High

RISK #4: Work-share commitment enforceability
Section: Section 6 (Work Share)
Concern: The 70/30 work share is a commercial commitment but lacks specificity. The definitive subcontract scope, CLINs, and pricing are TO BE NEGOTIATED.
Question for counsel: How is the 70/30 work share enforced if either party seeks to modify scope post-award? Is there a liquidated damages provision for scope reduction below 30% to ManTech, or scope creep above 30%?
Why it matters: Work-share commitments without enforceability mechanisms are common sources of post-award disputes.
Severity: High

RISK #5: Indemnification asymmetry between small prime and large subcontractor
Section: Section 12 (Indemnification)
Concern: Granite Ridge ($240 employees, small business) and ManTech (publicly held large business) have materially different balance sheets. Mutual indemnification with no caps may expose Granite Ridge to losses it cannot absorb relative to ManTech's capacity — or conversely, expose ManTech to outsized exposure for prime contract performance issues caused by Granite Ridge.
Question for counsel: Should indemnification be capped (e.g., at insurance limits or at the indemnifying party's subcontract value) to balance exposure between the small prime and the large subcontractor?
Why it matters: Asymmetric exposure under mutual indemnification creates risk for both parties — small prime cannot absorb large losses; large subcontractor faces outsized exposure for prime contract issues.
Severity: High

RISK #6: Bonding pass-through and prime / sub bond allocation
Section: Section 13 (Insurance and Bonding)
Concern: DLA Aviation may require a performance bond from the prime depending on contract value. Granite Ridge's small balance sheet may limit its bonding capacity, while ManTech's larger balance sheet has more bonding capacity. The term sheet marks bonding TO BE NEGOTIATED.
Question for counsel: If DLA Aviation requires a performance bond exceeding Granite Ridge's bonding capacity, what arrangements (e.g., ManTech-issued letter of credit; subcontract performance bond on ManTech's scope; co-surety arrangement) preserve Granite Ridge's ability to bid as prime?
Why it matters: Bonding gaps can force the prime to either decline the bid or restructure the teaming — both undermine the commercial intent of the Teaming Agreement.
Severity: High

RISK #7: Joint and several liability vs prime-sub liability allocation
Section: Section 12 (Indemnification)
Concern: Unlike a JV (which is jointly and severally liable to the government), a TA structure means the prime alone is contractually liable to the government. ManTech's exposure to the government flows through the definitive subcontract clauses (privity-of-contract limitations).
Question for counsel: What flow-down clauses from the prime contract are included in the definitive subcontract, and how do they allocate the government's claims between prime and subcontractor — particularly for performance issues that involve both parties' scope?
Why it matters: Inadequate flow-down can leave the prime absorbing losses caused by the subcontractor; over-aggressive flow-down can expose the subcontractor to unmanageable risk.
Severity: High

RISK #8: IP at termination — return of proposal-developed material
Section: Section 10 (Intellectual Property)
Concern: The term sheet describes foreground IP (proposal-developed material) as jointly owned with cross-licenses but does not address what happens to proposal-developed material if the teaming dissolves before award.
Question for counsel: If the parties terminate the Teaming Agreement before award, can either party use the proposal-developed material in a different teaming arrangement on the same pursuit (or an adjacent pursuit)?
Why it matters: Unresolved IP at termination invites litigation and constrains both parties' alternative pursuits.
Severity: Medium

RISK #9: Non-compete scope under Texas law
Section: Section 15 (Dispute Resolution and Miscellaneous)
Concern: "12-month limited exclusivity on DLA Aviation aerospace spares pursuits within NAICS 488510" is a moderate-scope non-compete. Texas enforces reasonable non-competes tied to legitimate business interests but scrutinizes scope, duration, and geographic reach.
Question for counsel: Under Texas Business and Commerce Code Chapter 15, is the 12-month NAICS 488510 DLA Aviation aerospace spares non-compete enforceable, or should it be narrowed?
Why it matters: An overbroad non-compete may be struck entirely under Texas law, leaving no enforceable exclusivity.
Severity: Medium

RISK #10: Decision authority during pre-award — pricing
Section: Section 8 (Decision-Making)
Concern: The term sheet gives Granite Ridge unilateral authority over proposal pricing. ManTech's subcontract pricing is determined at definitive subcontract execution. This creates a timing gap: ManTech commits to scope without knowing the proposal price, and Granite Ridge prices the proposal without binding ManTech to a price ceiling.
Question for counsel: Should ManTech's pricing be bound at proposal submission (e.g., a not-to-exceed price ceiling for the 30% subcontract scope) to align proposal pricing with definitive subcontract pricing?
Why it matters: Misalignment between proposal price and definitive subcontract price post-award is a common source of disputes and can force the prime to absorb pricing gaps.
Severity: Medium

RISK #11: Compliance flow-down — SCA, DBA, security clearances
Section: Section 8 (Decision-Making)
Concern: Logistics work for DLA Aviation may trigger Service Contract Act (SCA), Davis-Bacon Act (DBA), or security clearance requirements that flow down through the definitive subcontract.
Question for counsel: Which government-mandated flow-down clauses (SCA, DBA, security clearance, CMMC if applicable, DCAA cost-accounting) apply to ManTech's subcontract scope, and how are wage determinations / clearance requirements reflected in subcontract pricing?
Why it matters: Compliance flow-down gaps lead to wage-and-hour disputes, security clearance findings, and prime contract performance impacts.
Severity: Medium

RISK #12: Termination triggers — prime decides not to bid
Section: Section 4 (Term and Termination)
Concern: One termination trigger is "prime decides not to bid." This gives Granite Ridge unilateral authority to terminate after ManTech has invested in proposal preparation — without consequence to Granite Ridge.
Question for counsel: Should "prime decides not to bid" be conditioned on objective criteria (e.g., material change in solicitation, force majeure) or subject to a partial B&P recovery obligation to ManTech?
Why it matters: Unconditional walk-away triggers are common sources of post-termination disputes about the prime's pre-award conduct.
Severity: Medium

RISK #13: Audit and records — DCAA adequacy for cost-reimbursable or T&M scope
Section: Section 14 (Audit and Records)
Concern: If the awarded contract type includes cost-reimbursable or T&M CLINs, both parties' cost-accounting systems must be DCAA-adequate. Granite Ridge as a small business may not have a DCAA-audited cost accounting system; ManTech as a large defense contractor likely does.
Question for counsel: If the contract type includes cost-reimbursable or T&M CLINs, is Granite Ridge's cost accounting system DCAA-adequate, or does the subcontract structure need to assign cost-reimbursable / T&M work to ManTech (with a DCAA-audited system)?
Why it matters: DCAA-inadequate cost accounting on cost-reimbursable / T&M work triggers Disclosure Statement issues and can disqualify the contractor.
Severity: Medium

RISK #14: B&P cost responsibility on no-award
Section: Section 5 (Capital and Pre-Award Costs)
Concern: Each party bears its own pre-award B&P costs. The term sheet does not address whether either party has the right to recover B&P costs from the other in defined circumstances (e.g., the other party's material breach causing the no-award).
Question for counsel: Are there defined circumstances under which one party can recover B&P costs from the other (e.g., material breach, walk-away in violation of exclusivity)?
Why it matters: Clarity on B&P cost responsibility under breach scenarios reduces post-no-award litigation risk.
Severity: Medium

RISK #15: Definitive subcontract form — attached as exhibit?
Section: Section 4 (Term and Termination)
Concern: The Teaming Agreement does not specify whether the definitive subcontract form is attached as an exhibit. Attaching the form materially improves enforceability under Texas "agreement to agree" doctrine.
Question for counsel: Should the definitive subcontract form (or at minimum the material terms — scope, price ceiling, key clauses) be attached as an exhibit to the Teaming Agreement to reduce "agreement to agree" risk?
Why it matters: A teaming agreement with no attached subcontract form is more vulnerable to enforceability challenges than one with the substantive subcontract terms agreed in advance.
Severity: High

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SUMMARY:
- Critical risks: 2 — #1 (Ostensible subcontractor on Granite Ridge's separate small business status), #2 (TA enforceability under Texas law)
- High risks: 5 — #3 (Definitive subcontract execution timing), #4 (Work-share commitment enforceability), #5 (Indemnification asymmetry), #6 (Bonding pass-through), #7 (Joint and several liability flow-down), #15 (Definitive subcontract form as exhibit)
- Medium risks: 7 — #8 (IP at termination), #9 (Non-compete under Texas law), #10 (Pricing decision authority), #11 (Compliance flow-down — SCA / DBA / clearance), #12 (Termination triggers), #13 (DCAA adequacy), #14 (B&P recovery on breach)

RECOMMENDED COUNSEL ROUTING:
Priorities: assess ostensible subcontractor exposure on Granite Ridge's separate small business size status for other set-aside pursuits (Risk #1). Validate Teaming Agreement enforceability under Texas law and attach the definitive subcontract form (or at minimum material terms) as an exhibit to reduce "agreement to agree" risk (Risks #2 and #15). Structure definitive subcontract execution timing with protections against subcontractor walk-away post-award (Risk #3). Balance indemnification between the small prime and the large subcontractor (Risk #5). Address bonding gaps if DLA Aviation imposes performance bond requirements exceeding Granite Ridge's capacity (Risk #6). Note that no JV-specific rules apply — no 13 CFR 125.8 / 125.9 / 124.513 / 127.506 / 128.402 / 126.616 citations; FAR 52.219-14 does not apply because Full-and-Open competition does not impose set-aside performance-of-work rules. Next decision point: SPE4A7-26-R-0019 proposal submission deadline.

This risk list is not a substitute for licensed legal counsel. It is intended to give counsel a structured starting point for definitive-agreement drafting.

A Note on These Examples

All three examples demonstrate the quality bar for a $79 high-trust deliverable:

• Every Part 1 term sheet begins with the mandatory disclaimer block verbatim, uses "TERM SHEET — DRAFT FOR COUNSEL REVIEW" as the document title, presents all 15 sections in plain English, and ends with the 5-step Next Steps closing block.
• Every Part 2 risk list uses the "FOR ATTORNEY REVIEW" framing and contains 15 items each with Section / Concern / Question for counsel / Why it matters / Severity.
• 13 CFR and FAR citations appear only where confidently applicable. Each example cites the rules that fit its structure: MPP-JV cites 13 CFR 125.8, 125.9, 121.103, plus the program-specific rule (128.402 for SDVOSB). Set-Aside-Population-JV cites 13 CFR 121.103, 127.506 (WOSB program), 125.6 (performance of work), but NOT 125.8/125.9 (those are MPP-specific). Teaming Agreement cites FAR Subpart 9.6, FAR 52.219-14 (only as informational on Full-and-Open), and 13 CFR 121.103(h)(3) (ostensible subcontractor) — but NO JV-specific 13 CFR rules.
• No "shall," "WHEREAS," "WITNESSETH," "IN WITNESS WHEREOF," "hereinafter," or "heretofore" anywhere.
• No banned marketing words (leverage, synergy, cutting-edge, innovative solutions, best-in-class, world-class, robust solutions, turnkey, holistic, scalable, premier).
• No legal-advice phrasing ("you should," "you must," "you are entitled to," "we recommend").
• "TO BE NEGOTIATED" markers appear where intake input is absent — never a guess.

These outputs are starter documents for counsel to draft from. They are not contracts. They are not signature-ready. They are exactly what a small business owner walks into a federal contracts attorney's office with, alongside a check for the attorney's drafting fee — and exactly what makes that attorney's drafting time shorter, cheaper, and better-targeted.