This Consulting Engagement Agreement ("Agreement") is entered into as of [Effective Date] between [The Contracting Preacher, LLC — legal entity TBD] ("Consultant") and [Client Legal Name] ("Client").

1 · Services

Consultant will provide the federal contracting consulting services described in the attached Statement of Work ("SOW"), which may include SAM.gov registration, capability statement preparation, SBA certification support, opportunity identification, bid/no-bid scoring, proposal writing, and post-award compliance guidance.

2 · Fees & Payment

Client agrees to pay Consultant the fees set forth in the attached SOW. Invoices are due Net 30 from issue date. Balances unpaid after 30 days accrue a 1.5% monthly service charge. Third-party costs are pass-through and require documentation.

3 · Client Responsibilities

1. Provide accurate business, ownership, and financial information.
2. Designate an Authorized Signer / AOR for all binding certifications.
3. Respond to Consultant requests within reasonable time.
4. Sign all legally binding federal certifications personally — Consultant does not sign on Client's behalf.

4 · Confidentiality

Each party shall protect the other's non-public information as it protects its own, using at least reasonable care. Neither party is required to hold as confidential information that (a) becomes public through no fault of the receiving party, (b) is already known, or (c) is independently developed.

5 · No Guarantee

Consultant does not guarantee any contract award, certification approval, or specific outcome. Federal contracting is a competitive process governed by regulations outside Consultant's control. Consultant's obligations are limited to good-faith, best-effort performance of the services described.

6 · Independent Contractor

Consultant is engaged as an independent contractor, not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement grants Consultant authority to bind Client except as specifically authorized in writing.

7 · Term & Termination

This Agreement begins on the Effective Date and continues until services described in the SOW are complete or until terminated. Either party may terminate for cause on 15 days' written notice; either may terminate for convenience on 30 days' written notice. Fees earned through termination remain payable.

8 · Limitation of Liability

Except for breach of confidentiality or gross negligence, either party's aggregate liability shall not exceed the total fees paid by Client to Consultant in the 12 months preceding the claim. Neither party is liable for indirect, incidental, or consequential damages.

9 · Governing Law

This Agreement is governed by the laws of the State of South Carolina, without regard to conflict-of-laws principles. Any dispute shall be resolved in the state or federal courts located in Richland County, South Carolina.

10 · Entire Agreement

This Agreement, together with any attached SOW, constitutes the entire understanding between the parties and supersedes all prior discussions. Amendments must be in writing and signed by both parties.

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Date] by and between [Party A] and [Party B] (each a "Party," collectively the "Parties").

1 · Purpose

The Parties wish to explore a potential business relationship involving federal contracting opportunities, teaming, joint proposals, or other engagements (the "Purpose") and may share confidential business, technical, and strategic information.

2 · Confidential Information

"Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other ("Recipient") in connection with the Purpose, whether oral, written, or visual, marked as confidential or reasonably understood to be confidential given the context.

3 · Obligations

1. Recipient shall protect Confidential Information with at least the same care it uses for its own similar information (never less than reasonable care).
2. Recipient shall use Confidential Information solely for the Purpose.
3. Recipient shall limit access to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.
4. Recipient shall not reverse-engineer, copy, or reproduce Confidential Information beyond what the Purpose requires.

4 · Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of Recipient; (b) was known to Recipient before disclosure; (c) is independently developed by Recipient without use of Confidential Information; or (d) is rightfully received from a third party without confidentiality obligation.

5 · Term

This Agreement remains in effect for two (2) years from the Effective Date. Confidentiality obligations survive termination for an additional three (3) years. Trade secrets remain protected as long as they qualify as such under applicable law.

6 · Return & Destruction

On written request or termination, Recipient shall return or destroy all Confidential Information in its possession, retaining no copies except as required by law or reasonable archival policies applied consistently.

7 · No License

Nothing in this Agreement grants any license or other right to any intellectual property. All Confidential Information remains the property of the disclosing Party.

8 · Remedies

The Parties agree that money damages may be inadequate for breach of this Agreement, and the injured Party is entitled to seek injunctive relief in addition to any other available remedies.

9 · Governing Law

This Agreement is governed by the laws of the State of South Carolina without regard to conflict-of-laws principles.

This Contractor Teaming Agreement ("CTA") is entered as of [Date] between [Prime Contractor Legal Name] ("Prime") and [Subcontractor Legal Name] ("Sub") for the pursuit of the federal opportunity described below.

1 · Target Opportunity

Agency: [Agency] · Solicitation #: [Solicitation] · Set-Aside: [Set-Aside] · Est. Value: [Value] · Proposal Due: [Date]

2 · Roles & Work Allocation

If awarded, the Parties intend Prime to hold prime contract responsibility and Sub to perform the work identified in Exhibit A — Statement of Work Allocation. Prime's estimated share: [__%]. Sub's estimated share: [__%]. Final allocation subject to negotiation of a definitive subcontract post-award.

3 · Proposal Effort

1. Prime will lead proposal preparation, submission, and communication with the Contracting Officer.
2. Sub will provide technical input, past-performance narratives, key-personnel resumes, and pricing inputs for its scope.
3. Each Party bears its own proposal costs unless separately agreed.

4 · Exclusivity

For this specific opportunity, Sub agrees not to team with any other prime contractor pursuing the same solicitation. Sub retains all rights to pursue other federal opportunities independently or with other primes.

5 · Confidentiality

Each Party's proprietary information disclosed in support of the pursuit is confidential and subject to the Mutual NDA between the Parties (attached or incorporated by reference).

6 · Small-Business & Set-Aside Compliance

Each Party represents that it meets all size, socioeconomic, and eligibility standards it claims for purposes of this opportunity. Any change in status shall be disclosed promptly.

7 · Post-Award Subcontract

If Prime is awarded, the Parties will negotiate in good faith a definitive subcontract consistent with this CTA within thirty (30) days of award notification. If good-faith negotiation fails, either Party may withdraw without penalty.

8 · Term & Termination

This CTA terminates on the earlier of: (a) execution of a post-award subcontract, (b) award of the opportunity to a competing team, (c) withdrawal of the solicitation, or (d) 90 days after proposal submission with no award decision.

9 · No Partnership; No Joint Venture

Nothing herein creates a partnership, joint venture, agency, or employment relationship. Each Party remains independent and separately responsible for its own conduct.

10 · Governing Law

Governed by the laws of the State of South Carolina and applicable federal law.