Wiley Rein Government Contracts attorneys routinely counsel clients on issues relating to the formation of teaming agreements, joint ventures subcontracts, strategic alliances and associate contractor relationships. At any given time, our attorneys are analyzing and drafting agreements between and among government contractors, focusing on key issues such as due diligence, the protection of proprietary information, rights in data and intellectual property, funding and payment, antitrust implications and pitfalls, dispute resolution and affiliation concerns for small businesses.
For joint ventures, we advise clients regarding the legal form of the venture, taking into account, among other things, the duties the venturers are willing to undertake to each other, the liabilities from which they wish to isolate other business operations, how they will share management responsibilities and what restrictions they are willing to accept on their business operations outside the venture. We assist clients in developing exit strategies from joint ventures and dispute resolution mechanisms that allow them to continue to perform the joint venture’s contracts while resolving disputes.
Ideally, we are involved on the "front-end" of a relationship between contractors in an effort to identify clearly the risks associated with performance and to avoid provisions that government auditors or investigators may misinterpret or question. But, things are not always optimal. When the relationship sours and negotiations fail, or when disputes between competitors arise, our Government Contracts attorneys bring to bear a wealth of experience and expertise. In recent years, we have formed dozens of joint ventures and litigated contractor disputes in state and federal courts throughout the country, including the following illustrative engagements:
- Defended Boeing against Lockheed Martin in major federal court litigation involving the Racketeer Influenced and Corrupt Organizations Act (RICO), fraud, antitrust and trade secret theft allegations.
- Represented a subcontractor in a dispute with a prime contractor over key terms of a multi-year, multi-million dollar subcontract for the U.S. Air Force, including an injunctive action in Texas state court and extensive negotiations resulting in successful restructuring of the subcontract.
- Represented a major information technology contractor in forming a joint venture with a large defense contractor to provide comprehensive network management and other professional services under a classified contract.
- Negotiated the termination of a long-term teaming agreement, including a settlement on behalf of a major shipbuilding client.
- Represented a Fortune 100 government contractor in the formation of a joint venture with two other contractors to perform a government contract for fuel services to support an air base located in the Middle East.
- Represented a large health insurance entity in the formation and financing of a joint venture with a medical services corporation in connection with the provision of services and support for the entity’s service benefit plan under the Federal Employees Health Benefits Program (FEHB).
- Litigated a multi-million dollar case in Texas state and federal courts concerning allegations of trade secret misappropriation, tortious interference and breach of contract levied by a major defense contractor.
- Obtained injunctive relief in the District of Columbia federal court enjoining use of proprietary information by a former teaming partner.
- Litigated a Virginia state court action involving allegations of improper employee "raiding," breach of a teaming agreement and theft of trade secrets.
- Assisted a subcontractor in favorably resolving a dispute with its prime contractor over Service Level Agreement (SLA) penalties allegedly owed in connection with a major IT outsourcing contract.
ISSUE: WINTER 2013