Teaming Agreement

Request for Review and Approval of a Deliverable Form Version: X.x

TEAMING AGREEMENT

This Teaming Agreement is made and entered into this ______ (insert day) day of ______,

(insert month), 20 (insert year), (hereinafter referred to as the “Teaming Agreement”).

BETWEEN: Gesfor Chile S.A., Rut 79.908.230 -6, a duly incorporated company,

having place of Business at Fidel Oteiza Street, 1921, 5th floor,

Provindencia, Santiago (hereinafter referred to as “CGI”)

AND Servicios de Consultoría ValpoSystems Limitada, Rut 76.164.712-1, a

duly incorporated company, having a place of business at Huérfanos 1147,

Office 543; (hereinafter referred to as the “Subcontractor”)

WHEREAS as a result of the bidding process ID 527838-1000LP09, conducted by Chilecompra,

CGI was awarded for the procurement of services for software development and maintenance,

for public agencies which are under law 19.886 and to all entities authorized to use the

information system procurement and contracting management;

WHEREAS the purpose of the bidding process is to provide the entities contracting services for

software development and maintenance, under the conditions set in the covenant agreement n.

4/2010, signed on April 4, 2011.

WHEREAS the Subcontractor is a company engaged in (Design, Implementation and

Maintenance of Software)

WHEREAS the above-identified parties have determined that they would benefit from a

teaming arrangement between their respective organisations, in order to develop the best

management and technical approach to the services to attempt this covenant agreement

(hereinafter referred to as the “Project”); for CHILECOMPRA (hereinafter referred to as the

Fixed Price Services Agreement (Canada) - 1 -(Revised September, 2006)


“Client”);

WHEREAS CGI and the Subcontractor have agreed, as indicated in the attached Schedule, to

a division of responsibilities covering work to be performed by CGI and the Subcontractor; and

WHEREAS this Teaming Agreement is entered into to enable each party to enjoy the benefits of

the other party's unique but complementary capabilities, which collectively enhance the team's

ability to obtain the Project and accomplish its objectives;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1. PARTIES' RELATIONSHIP

1.1 CGI, as a prime contractor, will submit a proposal for the Project and will include the

Subcontractor, as subcontractor, for that portion of the work assigned and identified in

the respective attached Schedule.

1.2 Each party will participate exclusively with the other as to the Projects work

contemplated under this Teaming Agreement. Consequently, the parties agree that they

will not actively participate in other team efforts that are competitive to the Projects or

compete independently for Projects work contemplated under this Teaming Agreement,

for the term of the Teaming Agreement. The term “actively participate”, as used

herein, includes the interchange of technical data with competitors.

1.3 Each party will exert its best efforts to produce a proposal or proposals which will cause

the selection of CGI as a prime contractor for the Project and the acceptance of the

Subcontractor as the subcontractor for the work assigned to the Subcontractor herein,

and each party will continue to exert its best efforts toward this objective throughout any

and all negotiations concerning a contract with the Client which may follow the

submission of such proposal or proposals.


Ferri, Márcia, 2013-10-18,

We recommend that each project be an attached.


1.4 Each party will bear all costs, risks and liabilities incurred by it arising out of its

obligations and efforts under this Teaming Agreement during the pre-proposal, proposal,

and post-proposal periods, which are defined as the periods up to an award of a prime

contract by the Client (hereinafter referred to as the “Prime Contract”). Unless

otherwise expressly agreed to in writing, neither party shall have any right to any

reimbursement, payment or compensation of any kind from the other for the period up to

the award of a Prime Contract.

1.5 Each party shall furnish to the other such cooperation and assistance as may be

required hereunder.

1.6 This Teaming Agreement is not intended by the parties to constitute or create a joint

venture, partnership, association or formal business organisation of any kind, other than

a contractor team arrangement, and the rights and obligations of the parties shall be only

those expressly stated hereunder. As between themselves, the parties shall be deemed

to be independent contractors, and the employees of one shall not be deemed to be the

employees of the other. Neither party shall have authority to bind the other except to the

extent authorised herein. Neither party shall act as the agent for the other.

1.7 Nothing in this Teaming Agreement shall be construed as providing for the share of

profits or losses that may arise out of the efforts of the parties.

ARTICLE 2. EXCLUSIVITY

2.1 Nothing in this Teaming Agreement shall limit or restrict the rights of the parties from

quoting, offering to sell or selling to others:

(a) its standard commercial products and services; and

(b) other previously offered products and services that are not unique to the proposal

contemplated by this Teaming Agreement.



ARTICLE 3. TERM OF THE TEAMING AGREEMENT

3.1 This Teaming Agreement shall commence as of the date first written above, and shall

remain in force until the end of the covenant agreement or earliest of the following

events:

(a) an official Client announcement that the Project has been cancelled;

(b) the expiration of a _____________(___) period from the date of this Teaming

Agreement, except that if a Prime Contract for the Project is awarded to CGI by

the Client prior to such expiration, this Teaming Agreement shall be extended for

a reasonable period, not exceeding three (3) months, to permit the conclusion of

a subcontract between the parties as contemplated hereunder; or

(c) upon termination of this Teaming Agreement in accordance with Article 8.

ARTICLE 4. PROPOSAL/POST-PROPOSAL ACTIVITIES

4.1 The Subcontractor shall provide CGI, at the appropriate time but in no event less than

five (5) business days prior to the date that CGI’s proposal is due to the Client, a firm

proposal for the work assigned to the Subcontractor, as identified in Schedule, including

its cost and/or price proposal for such work, as appropriate. Furthermore, the

Subcontractor shall provide CGI with all pertinent material required by CGI to be

incorporated in its proposal to the Client including, but not limited to, technical data and

solution, documentation and art work. The Subcontractor’s firm proposal shall be valid

and binding for the period of validity required by the Client or CGI. In the event the

Client requires an extension of the validity of CGI’s proposal, the Subcontractor shall not

unreasonably refuse such extension. The parties will furnish qualified personnel who will

cooperate in drafting the proposal at a common location specified by CGI.

4.2 CGI will have the final decision on the form and content of all documents submitted to

the Client. However, prior to submission, CGI will afford the Subcontractor the



opportunity to review that portion of the proposal (other than pricing information)

submitted to the Client which includes work to be performed by the Subcontractor and

CGI will make reasonable efforts to ensure that the Subcontractor’s data is adequately

portrayed.

4.3 Should a dispute arise between CGI and Subcontractor personnel working on the

proposal involving their respective responsibilities, limitations, or the working relations

between the parties, then the same personnel (including the signatories to this Teaming

Agreement or their designated representatives) will make every effort to resolve the

dispute. When such resolution cannot be achieved, the dispute will be referred, within a

reasonable amount of time, to the appropriate senior management representative of CGI

and of the Subcontractor respectively. These individuals will take whatever action may

be necessary to reach an agreement which is acceptable to both parties.

4.4 It is agreed between the parties that CGI shall be the sole contact with the Client

concerning the Project. CGI will coordinate the involvement and participation of the

Subcontractor in all activities emanating from this Teaming Agreement. Subcontractor

shall obtain CGI’s prior written consent before entering into any contact with the Client.

4.5 Although CGI is contemplated as the sole contact with the Client, it is recognised that

the Subcontractor may have relations with the Client on matters unrelated to the Project

and as a result of such may be the recipient of inquiries concerning the subject matter of

this Teaming Agreement. Therefore, any communications invited by the Client directly

with the Subcontractor concerning any matter involving the Subcontractor’s portion of

work under this Teaming Agreement shall not be deemed to be a breach of this Teaming

Agreement, provided CGI is immediately notified by the Subcontractor of such contact

and the content of any reply to such inquiries is first approved by and coordinated with

CGI.



ARTICLE 5. CONTRACT/SUBCONTRACT AWARD

5.1 In consideration of the Subcontractor’s acceptance of this Teaming Agreement and

participation in the preparation of the proposal, it is understood and agreed that if CGI is

awarded a Prime Contract for the Project then CGI establish a subcontract with the

Subcontractor based upon the terms of the Prime Contract and this Teaming

Agreement.

5.2 Although it is general practice for a client to honour teaming arrangements, it is

understood that the Client may direct CGI in writing to place all or a portion of the

Subcontractor’s work with another source. If this circumstance develops, promptly upon

discovery, both CGI and the Subcontractor will take all reasonable steps to preclude or

reverse the Client’s position and seek to have the parties’ teaming arrangement remain

intact. In this context, the Subcontractor may, with CGI’s prior written consent and after

having coordinating its plans with CGI, enter into direct discussions with the Client. If the

CGI and Subcontractor efforts are unsuccessful, then it is agreed that CGI shall have the

right to immediately terminate this Teaming Agreement upon written notice to

Subcontractor. CGI shall then have no further obligations to the Subcontractor pursuant

to this Teaming Agreement, except for the continued protection of confidential

information.

5.3 Both parties agree that they shall act reasonably and in good faith to reach an

agreement on the terms and conditions of a subcontract. If an agreement cannot be

reached after all reasonable commercial efforts have been made, the remaining areas in

dispute will be referred to the appropriate management of the parties. Failing resolution

at that level, CGI will formulate its final position on the unresolved areas and tender that

position to the Subcontractor. The Subcontractor will have five (5) working days from

receipt to accept or reject CGI’s final position. Failure to accept will form a basis for CGI

to terminate this Teaming Agreement pursuant to Section 8.1 below.



ARTICLE 6. CONFIDENTIALITY

6.1 Contemporaneously with the execution of this Teaming Agreement, the parties, in order

to cover the exchange of information, shall execute the Mutual Non-Disclosure

Agreement attached hereto as Schedule “B”, which shall form part of this Teaming

Agreement. However, the parties agree that this Teaming Agreement and the terms and

conditions thereof may be disclosed to the Client.

ARTICLE 7. INTELLECTUAL PROPERTY RIGHTS

7.1 Nothing contained in this Teaming Agreement shall be deemed to grant to the other

party any right or license in respect of any patents, inventions, technical information or

any intellectual property rights owned by either party.

ARTICLE 8. TERMINATION OF TEAMING AGREEMENT

8.1 Subject to Section 8.2 below, in addition to any other remedies available hereunder or at

law, either party may terminate this Teaming Agreement for any one of the following

reasons:

(a) if a party fails to fulfill a material term, condition or obligation incumbent to that

party under this Teaming Agreement;

(b) any reasonable, justified, and documented dissatisfaction with the services

rendered by a party;

(c) inability of CGI and the Subcontractor to reach an agreement on the terms and

conditions of a subcontract(s) pursuant to Section 5.3; or

(d) if either party files for protection under the bankruptcy laws, makes an

assignment for the benefit of creditors, or a trustee or similar officer is appointed

for either party or its assets.



8.2 If any one of the termination events provided for under Section 8.1 herein occur, a

written notice shall be sent to the defaulting party stating the termination motives and the

said party shall have five (5) working days following the date such notice was received to

cure the default stated in the notice. Failing to do so, this Teaming Agreement shall be

automatically terminated at the expiry of the five (5) working day period mentioned

above.

8.3 Notwithstanding anything contrary contained herein, this Teaming Agreement may be

terminated by the parties upon mutual agreement.

8.4 The termination of this Teaming Agreement shall not terminate the obligation of the

parties with respect to the protection of confidential information, as set forth in Article 6

and in Schedule “B”.

ARTICLE 9. SECURITY AND CLASSIFIED INFORMATION

9.1 The Subcontractor agrees that all of its personnel who, pursuant to this Teaming

Agreement, will have access to classified Client information, shall have an appropriate

personal security clearance, which will still be in effect, prior to being granted access to

such information, and shall abide by the Client’s security regulations.

ARTICLE 10. PUBLICITY

10.1 Any news release, public announcement, advertisement or publicity released by either

party concerning this Teaming Agreement, regarding the award of a Prime Contract or

subcontract to be carried out hereunder, will be subject to the prior written approval of

the other party. Any such publicity will give due credit to the contributions of each party.

ARTICLE 11. ASSIGNMENT

11.1 This Teaming Agreement may not be assigned by the Subcontractor or CGI without the

prior written consent of the other party.



ARTICLE 12. NOTICE

12.1 Any notice required or authorized to be given by either party to the other in accordance

with the provisions of this Teaming Agreement, shall be in writing and delivered by

courier or registered mail or sent by facsimile. This notice shall be addressed to the

parties as follows:

(a) Notice to CGI:

CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS INC.

(street address)

(city), (province)

(postal code)

Attention: ( name of recipient)

Facsimile: ( fax number)

(b) Notice to Subcontractor:

Servicios de Consultoría ValpoSystems Limitada

Huérfanos 1147, Office 543

Santiago, Santiago

8340369

Attention: Eduardo Aquiles Gallardo Ortiz

Facsimile: 2-26714557

and shall be considered to have been received the same day it was delivered by courier

or sent by facsimile. Any notice sent by registered mail shall be deemed to have been

received the fifth day following the date of mailing.



ARTICLE 13. NON-WAIVER

13.1 A failure or delay by either one of the parties to exercise any rights, recourses or

privileges pursuant to this Teaming Agreement shall not be considered as being a

waiver on the part of that party to exercise such rights, recourses or privileges.

ARTICLE 14. SEVERABILITY

14.1 If any provision of this Teaming Agreement shall be held by an arbitrator or a court of

competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be

interpreted as necessary to carry out the intent of the parties and the other provisions

herein shall remain in full force and effect.

ARTICLE 15. MODIFICATION

15.1 No modification to this Teaming Agreement will be valid unless it is in writing and

executed by a duly authorized representative of each of the parties.

ARTICLE 16. SURVIVAL

16.1 The parties hereto agree that provisions which expressly or by their nature continue to

apply after the termination or expiration of this Teaming Agreement shall survive the

termination or expiration of this Teaming Agreement.

ARTICLE 17. HEADINGS

17.1 The headings in this Teaming Agreement are inserted for convenience of reference only

and shall not affect the interpretation hereof.

ARTICLE 18. SCHEDULES

18.1 The following schedules to this Teaming Agreement are an integral part hereof.

Schedule “A” Statement of Work



Schedule “B” Mutual Non-Disclosure Agreement

ARTICLE 19. ENTIRE AGREEMENT

19.1 This Teaming Agreement together with Schedule “A” Statement of Work and Schedule

“B” Mutual Non-Disclosure Agreement and subsequent amendments, constitute the

entire and final Teaming Agreement between the parties and rescind any other

agreement, contract, representation, discussion or commitment, whether verbal or in

writing, agreed upon by the parties prior to signing this Teaming Agreement.

ARTICLE 20. FURTHER ASSURANCES

20.1 The Subcontractor and CGI covenant and agree to do such things, execute such further

documents, and cause their respective employees and agents to execute such further

documents as may be necessary in order to carry out the terms of this Teaming

Agreement in accordance with its true intent.

ARTICLE 21. SUCCESSORS IN INTEREST

21.1 This Teaming Agreement and the provisions hereof shall enure to the benefit of and be

binding upon the parties and their respective successors and assigns.

ARTICLE 22. GOVERNING LAW

22.1 This Teaming Agreement shall be governed by and construed according to the laws of

Chile and the laws of Canada applicable therein.

IN WITNESS WHEREOF, the parties hereto have respectively caused this Teaming Agreement

to be executed by their duly authorised representatives as of the date above-mentioned.



CGI INFORMATION SYSTEMS AND

MANAGEMENT CONSULTANTS INC.

SERVICIOS DE CONSULTORÍA

VALPOSYSTEMS LIMITADA

By: By: ValpoSystems Limitada

Name: Name: Eduardo Aquiles Gallardo Ortiz

Title: Title: CEO



SCHEDULE “A”

STATEMENT OF WORK

For the Proposal :

Servicios de Consultoría ValpoSystems Limitada will provide CGI with all requested background

material, personnel CVs, project/experience summaries and review services for the Project in a

format specified by CGI, and of sufficient detail for CGI to complete its proposal to the Client in a

timely manner.

For the Project:

Servicios de Consultoría ValpoSystems Limitada will provide the resources as mutually agreed

to respond to individual requests received from the Client, will participate in business

development and may be asked to assist in the preparation of proposals as deemed appropriate

for the Projects.

The Subcontractor agrees to assign the resources listed above to perform the resulting work

unless prevented from doing so by circumstances beyond its control.

Fee Schedule:

Insert the rates (rate table, etc.) for the execution of the Project. These rates should be

established during the proposal phase.

Also, include any relevant payment terms such as volume discounts, early payment incentives,

etc.


InMotion, 2013-10-02,

Acá hay que definir los precios en base a su 33%.




SCHEDULE “B”

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement is made and entered into this (insert day) day of

(insert month), 20 (insert year) (hereinafter referred to as the “Non-Disclosure

Agreement”).

BETWEEN: CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS

INC., a duly incorporated company, having a place of business at ________

(insert applicable CGI address);

(hereinafter referred to as “CGI”)

AND: Servicios de Consultoría ValpoSystems Limitada, a duly incorporated

company, having a place of business at Huérfanos 1147, Office 543;

(hereinafter referred to as the “Company”)

WHEREAS the parties wish to enter into a business relationship for the purpose defined

hereinafter, such relationship requiring the disclosure by both parties of certain information that

is confidential and proprietary to the parties and/or of its client(s) (hereinafter referred to as the

“Client”); and

WHEREAS the parties wish to define the nature of the confidential information that is the object

of this Non-Disclosure Agreement as well as the parties’ obligations with respect to same;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, the parties hereto agrees as follows:



ARTICLE 1. INTERPRETATION

1.1 Definitions

The words contained in this Non-Disclosure Agreement that are set forth with the initial

letter in upper case shall have the following meaning:

(a) “Confidential Information” shall mean:

(i) all information provided by the disclosing party or its Client to the

receiving party, including, without limitation, processes, methodologies,

techniques, business practices, know-how, data, tools, templates,

technology, technical data and/or solution, documentation, development,

procedures, software, programs, business plans, financial data, marketing

plans and strategies, existing and potential customers’ data, suppliers’

lists, sale opportunities, proposal and bid documentation and strategies,

and other non-public information which is confidential or proprietary to the

disclosing party or of its Client, regardless of the form of disclosure;

(ii) all information provided by the disclosing party or its Client which is

marked with an appropriate stamp or legend designating such material as

“Confidential”; and

(iii) all information provided orally by the disclosing party or its Client which is

identified as confidential at the time it is transmitted and is subsequently

confirmed as such in writing by the disclosing party within fifteen (15)

days after such verbal transmittal.

Notwithstanding the foregoing, all information disclosed hereunder shall be deemed to

be Confidential Information, regardless of whether such information is marked as

“Confidential” or the receiving party is advised orally that such information is confidential,

provided it would be reasonable for the receiving party, taking into account the

circumstances surrounding the disclosure or the nature of the information itself, to



assume that such information is confidential.

(b) “Purpose” shall mean assessing the desirability or viability of establishing or

furthering a business or contractual relationship between the parties.

ARTICLE 2. RECEIVING PARTY’S OBLIGATIONS

2.1 Obligations with Respect to Confidential Information

(a) The receiving party shall keep all Confidential Information in strict confidence,

exercising the same degree of care and measures as it would normally exercise

for its own information of like nature, but not less than the reasonable degree of

care and measures necessary to safeguard such Confidential Information.

(b) The receiving party agrees not to use and make copies, whether in printed or

machine-readable form, of the Confidential Information except in accordance with

the Purpose of this Non-Disclosure Agreement and to the extent necessary to

perform its obligations hereunder.

(c) The receiving party agrees not to disclose the Confidential Information to its

employees except to those that have a need to know such Confidential

Information in accordance with this Non-Disclosure Agreement, provided that

such employees agree to be bound by terms and conditions of this Non-

Disclosure Agreement or by similar non-disclosure obligations.

(d) The receiving party agrees, upon the disclosing party’s request, to promptly

return the Confidential Information to the disclosing party or, at the disclosing

party’s option, to certify in writing that the Confidential Information has been

destroyed. However, CGI shall be authorized to keep a copy of any Confidential

Information to demonstrate that it has fulfilled its obligations hereunder.



2.2 Exclusions to the Receiving Party’s Obligations

The obligations of non-use and maintenance of confidentiality set out herein shall not

apply in the event the Confidential Information:

(a) was, at the time of disclosure by the disclosing party or its Client, in the public

domain;

(b) was lawfully received by the receiving party from a third party without restrictions

on disclosure or use;

(c) was already in the possession of the receiving party as shown by the receiving

party’s written records;

(d) was independently developed by the receiving party without any breach of this

Non-Disclosure Agreement and without reference to or reliance upon the

Confidential Information;

(e) is required to be disclosed by order of any court or tribunal of competent

jurisdiction, provided that if an application is made to a court or tribunal for an

order requiring the receiving party to disclose any Confidential Information, the

receiving party shall immediately notify the disclosing party. If the disclosing

party elects to oppose such an application, the disclosing party shall immediately

inform the receiving party by notice to that effect. If the disclosing party so

requests, the receiving party shall assist the disclosing party in opposing such

application.

ARTICLE 3. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

3.1 The receiving party acknowledges that the Confidential Information remains the sole

property of the disclosing party or of its Client, as applicable. Furthermore, no license

under any of the disclosing party or its Client’s trade secret, patent, trade-mark,

copyright, or other proprietary rights is granted by the disclosing party to the receiving



party or can be implied by the disclosure to the receiving party of any Confidential

Information hereunder.

ARTICLE 4. ACCURACY AND COMPLETENESS

4.1 The disclosing party acknowledges that it made reasonable efforts to provide

Confidential Information that is right and complete to achieve the Purpose referred to in

this Non-Disclosure Agreement. Notwithstanding the foregoing, the disclosing party

makes no representation or warranty as to the accuracy or completeness of the

Confidential Information. The disclosing party and its Client shall have no liability to the

receiving party for any inaccuracy or the incomplete nature of the Confidential

Information supplied by the disclosing party or its Client under this Non-Disclosure

Agreement.

ARTICLE 5. REMEDIES

5.1 The receiving party acknowledges that the terms and conditions contained herein are

reasonable and necessary to protect the disclosing party’s and its Client’s legitimate

business interest. In the event of violation of these terms and conditions, irreparable

damage will be caused to the disclosing party and/or its Client and monetary damages

will not adequately compensate the disclosing party and/or its Client for all damages

suffered. Accordingly, the receiving party agrees that the disclosing party and/or its

Client will be entitled, in addition to any remedies available at law or in equity, to

injunctive relief for any breach of this Non-Disclosure Agreement.

ARTICLE 6. TERM

6.1 The parties agree that this Non-Disclosure Agreement and any obligations resulting

hereunder shall be in effect for a period of five (5) years from the disclosure of the

Confidential Information.



ARTICLE 7. SEVERABILITY

7.1 If any provision of this Non-Disclosure Agreement shall be held by an arbitrator or a

court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall

be interpreted as necessary to carry out the intent of the parties and the other provisions

herein shall remain in full force and effect.

ARTICLE 8. MODIFICATION

8.1 No modification to this Non-Disclosure Agreement will be valid unless it is in writing and

executed by a duly authorized representative of each of the parties.

ARTICLE 9. HEADINGS

9.1 The headings in this Non-Disclosure Agreement are inserted for convenience of

reference only and shall not affect the interpretation hereof.

ARTICLE 10. ASSIGNMENT

10.1 This Non-Disclosure Agreement may not be assigned by the parties without the prior

written consent of the other party.

ARTICLE 11. SUCCESSORS IN INTEREST

11.1 This Non-Disclosure Agreement and the provisions hereof shall enure to the benefit of

and be binding upon the parties and their respective successors and assigns.

ARTICLE 12. GOVERNING LAWS

12.1 This Non-Disclosure Agreement shall be governed by and construed according to the

laws of Chile and the laws of Canada applicable therein.



IN WITNESS WHEREOF, the parties hereto have respectively caused this Non-Disclosure

Agreement to be executed by their authorized representatives as of the date above-mentioned.

CGI INFORMATION SYSTEMS AND

MANAGEMENT CONSULTANTS INC.

SERVICIOS DE CONSULTORÍA

VALPOSYSTEMS LIMITADA

By: By: ValpoSystems Limitada

Name: Name: Eduardo Aquiles Gallardo Ortiz

Title: Title: CEO


Documents

Teaming Agreement