TEAMING AGREEMENT

This teaming agreement, made and entered into this 1st day of January, 2001, in duplicate, by and between RGII Technologies, Inc., with offices located at 200 Harry S. Truman Parkway, Suite 315, Annapolis, Maryland 21401 and Subcontractor Name, having offices at Subcontractor Address.

WITNESSETH

WHEREAS, the above identified parties, because of their diverse capabilities, have determined that they would benefit from a teaming arrangement between their respective organizations, in order to develop the best management and technical approach for the Project Title, Solicitation sol. #, hereinafter referred to as "Program" in support of RGII Technologies, Inc.'s proposal to the Gov/customer, hereinafter referred to as "Client" or "Government"; in response to a proposal submitted by the team parties; and in the event of a contract award arising out of these premises, the parties agree that RGII Technologies, Inc. shall be the prime contractor, hereinafter referred to as the "the Prime" and Subcontractor Name shall be the subcontractor, hereinafter referred to as "the Subcontractor or the subcontractor", for the particular phases of such Program as identified herein; and

WHEREAS, the Prime and the Subcontractor have agreed as set forth in the attached Exhibit A hereof to a division of responsibilities covering work to be performed by the Subcontractor on the Program, and

WHEREAS, this Agreement is entered into to enable each party to enjoy the benefits of the other party's capabilities in areas of work which are not independently available within their respective companies;

NOW THEREFORE, in consideration of the mutual promises hereinafter contained, the parties hereto agree as follows:

Each party will exert its best efforts to produce a proposal or proposals which will cause the selection of the Prime as a prime contractor 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 proposed contract or subcontract which may follow the submission of said proposal or proposals.

It is understood that the Prime will, in any proposal which the parties submit, and in all discussions with respect thereto, identify the Subcontractor as a team member, and will state in such proposal or discussions the relationship of the parties as hereinafter set forth and the area of endeavor, tasks, and responsibility of the Subcontractor as set forth in the attached Exhibit A. Changes to Exhibit A will be accomplished as mutually agreed to by both parties.

The parties will furnish, for incorporation into any proposal, all proposal material pertinent to the work assigned to the respective parties as defined in the attached Exhibit A including, but not limited to, manuscripts, art work, and non-proprietary cost and/or pricing data as appropriate. The Subcontractor shall be required to submit abbreviated cost and/or pricing data to the Prime; detailed cost and pricing data shall be submitted only to the Government at the Prime's specific request. The parties will furnish qualified personnel who will cooperate together in drafting a proposal.

The Subcontractor will assure availability of management and technical personnel to assist the Prime in any discussions and negotiations with the Government directed toward obtaining the award of a contract if requested to do so by the Prime.

Each party will bear all costs, risks, and liabilities incurred by it arising out of its obligations and efforts under this Agreement during the pre-proposal and proposal periods, which are defined as the periods up to the award of a prime contract. However, the Prime will be responsible for the graphic arts, printing, binding, and delivery costs of the proposal. Neither party shall have any right to any reimbursement, payment, or compensation of any kind from the other during the period up to the award of a prime contract. Nothing in this Agreement shall be construed as providing for the sharing of profits or losses arising out of the efforts of either party.

The Prime will have the sole right to decide the form and content of all documents submitted to the Government; however, the Prime will afford the Subcontractor the opportunity to review the form and the content of the proposal and will make reasonable efforts to ensure the Subcontractor's data is adequately portrayed and identified as the Subcontractor's portion. The Subcontractor will offer the Prime its advice and aid, and will prepare the substantive content of its area of the proposal and other data.

If, during the period of this Agreement, a prime contract is awarded to the Prime as a result of the proposal, the Prime will, to the extent permitted by Government rules, regulations, and applicable law, enter into negotiations with the Subcontractor for a subcontract. The Prime will award a subcontract to the Subcontractor for that portion of the work set forth in the attached Exhibit A of this Agreement, said work to be performed by the Subcontractor in accordance with the schedule and technical specifications, if any, and at a price to be mutually agreed upon between the parties. It is agreed that said terms and conditions will not conflict with Government rules, regulations, and applicable law.

It is agreed upon between the parties that the Prime shall be the prime contact with potential customers and interested Government agencies concerning the Program. In the event it becomes desirable for the Subcontractor to contact a potential customer or interested Government agency concerning the Program, the Subcontractor shall first notify the Prime to ensure coordination of efforts and understanding of commitments prior to such contact.

Although the Prime is contemplated as the primary interface with the Government, it is recognized that the Subcontractor has continuing relations with the Government and may be the recipient of inquiries concerning the subject matter of this Agreement. Therefore, any communications invited by the Government directly with the Subcontractor concerning any matter involving this Agreement shall not be deemed to be a breach of the Agreement, provided the Prime is notified in a timely manner thereof by the Subcontractor.

In the event the Prime should be requested or is presented the opportunity to make presentations, whether orally or by written communications, to interested Government agencies concerning the Program, the content of the presentation thereof shall be made immediately known to the Subcontractor, subject to any prohibitions or restrictions which may be imposed, and the Subcontractor will support such presentations as directed by the Prime.

Any news release, public announcement, advertisement, or publicity released by either party concerning this Agreement, or any proposal, or any resulting contract or subcontract to be carried out hereunder, will be subject to prior approval of the other party and the terms of the prime contract, except that this Agreement and the terms thereof may be made known to the U. S. Government. Any such publicity shall give due credit to the contribution of each party.

Each party will designate in writing one or more individuals within their own organization as their representative(s) responsible to direct performance of the parties' necessary functions. Such representative(s) shall be responsible to effectuate the requirements and responsibilities of the parties under this Agreement.

During the term of this Agreement it may be necessary for either party to provide proprietary information to the other. In such event, the disclosure and use of all proprietary data shall be in accordance with Exhibit B.

If during the performance of this Agreement, patentable inventions result, the following shall apply: Subject to the right of the Government under any ensuing contract, no license, expressed or implied, shall inure to the benefit of the other participating party as a result of a patent being granted to one of the parties for inventions made exclusively by its employees. Prime shall have title to any inventions made jointly by Prime and Subcontractor in those technical areas for which it is responsible in the joint effort, subject to the non-exclusive royalty-free license to Subcontractor. Subcontractor shall have title to any invention made jointly by Subcontractor and Prime in those technical areas for which it is responsible in this joint effort, subject to a non-exclusive royalty-free license to Prime. Where the parties have joint or inseparable responsibility, title to any invention shall be jointly held between the Prime and the Subcontractor. Each party shall cooperate with the other to enable it to perfect its patent rights. Any costs associated with the patent process are the responsibility of the party receiving the patent.

This Agreement shall remain in effect until the first of the following shall occur:

By mutual agreement of the Prime and the Subcontractor to terminate this Agreement.

An official Government announcement that the Program has been canceled.

The award of a prime contract for the subject REP to contractor(s) other than the Prime.

Award of a prime contract to the Prime and a subcontract to the Subcontractor.

The Prime is unable to obtain Government approval of the Subcontractor as a subcontractor to the Prime, and the terms of the subcontract between the Prime and the Subcontractor cannot reasonably be altered or changed to effect approval thereof by the Government.

Failure of the parties, after good faith negotiations, to agree upon a mutually acceptable subcontract which includes the price, schedule, and terms and conditions thereof, within ninety (90) days after the award of the prime contract.

One year after the effective date of this Agreement.

The termination of the Agreement shall not supersede the obligation of the parties with respect to the protection of proprietary information.

In the event that this Agreement is terminated, either party shall be free to pursue its individual technical approaches in association with the successful contractor or a third party for work, which is the subject of the Agreement, subject to the provisions of Exhibit B.

Since a joint proposal will require the full cooperation of the parties, both parties agree that they will not actively participate in efforts that are competitive to the Teaming Agreement nor compete independently for the Program during the duration of this Agreement. The term "active participation", as used herein, includes the interchange of technical data with competitors, provided however, that the foregoing does not limit or restrict the rights of the parties from offering to sell or selling to others, their standard commercial products or related services.

All notices, certificates, acknowledgments, and other reports hereunder, shall be in writing and shall be deemed properly delivered when duly mailed by registered letter to the other party at its address as follows, or to such other address as either party may, by written notice, designate to the other.

PRIME:	SUBCONTRACTOR:
RGII Technologies, Inc.

200 Harry S. Truman Parkway

Suite 315

Annapolis, Maryland 21401

Subcontractor Full Name

Address 1

Address 2

Address 3

Contractual POC:

Christopher F. Parrotta

Chief Financial Officer

410.224.3554

parrottac@rg2.com

Contractual POC

Full Name

Title

Phone

Email address
Technical POC:

R. Gregory Freeland

President

410.224.3554

freelandg@rg2.com

Technical POC:

Full Name

Title

Phone

Email address

This Agreement shall relate only to activity performed in connection with the procurement described herein and then only to effort undertaken by the Prime or Subcontractor jointly or separately. It is not intended by the parties to constitute or create a joint venture, pooling arrangement, partnership, or formal business organization of any kind, other than contractor team arrangement as set forth in Federal Acquisitions Regulations (FAR) Part 9, Subpart 6, and the rights and obligations of the parties shall be only those expressly set forth herein. Neither party shall have authority to bind the other except to the extent authorized herein.

This Agreement shall not be amended or modified, nor shall any waiver or any right hereunder be effective, unless set forth in a document executed by a duly authorized representative of both the Prime and the Subcontractor. The waiver of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach of the same.

Nothing herein is intended to affect the rights of the Government to negotiate directly with either party hereto on any basis the Government may desire.

This Agreement contains all of the agreements, representations, and understandings, commitments or agreements, oral or written, related to the award of a contract under the Program set forth herein.

If any part, term, or provision of the Agreement shall be held void, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portions shall not be affected thereby.

To the extent the obligations of the parties hereunder involve access to security information, classified U. S. Government "confidential" or higher, the provisions of applicable FAR shall apply.

During the period that the Agreement is in effect, each party agrees not to solicit for employment, hire, or otherwise proselyte any technical or professional employees of the other party assigned without written approval of the other party. The parties further agree to include a provision similar to the above in any resultant contract.

This Agreement shall be enforced and interpreted under the laws of the State of Maryland.

Neither this Agreement nor any interest herein may be assigned, in whole or in part, by either party hereto without the prior consent of the other party hereto, except that without securing such prior consent, either party hereto shall have the right to assign this Agreement to any successor who acquires substantially all of the entire business and assets of such party relating to the subject matter of this Agreement, provided that such successor shall expressly assume all of the obligations and liabilities of such party under this Agreement, and provided further, that such party shall remain liable and responsible to the other party hereto for the performance and observance of all such obligations by the successor.

The employees of the Prime and the Subcontractor shall obey all pertinent federal, state and local rules and regulations including those related to the safeguarding of classified information; and, further, including those conditions within this Agreement relating to the protection of proprietary and/or confidential information. The parties shall indemnify and save harmless one another from and against all claims occasioned in whole or in part by the actions or omissions of the other party except to the extent that any such injury or damage is due to the other party's negligence or willful misconduct in connection with this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date herein above indicated.

PRIME:	SUBCONTRACTOR:
RGII Technologies, Inc.

200 Harry S. Truman Parkway

Suite 315

Annapolis, Maryland 21401

Company Name

Address 1

Address 2

Address 3
Print Name: _______________________________

Title: ____________________________________

Date: ____________________________________

Signature: ________________________________	Print Name: _______________________________

Title: ____________________________________

Date: ____________________________________

Signature: ________________________________

EXHIBIT A - STATEMENT OF WORK

This Statement of Work shall be negotiated in accordance with the terms and conditions of the Project Agreement (or RFP, if one is released) and subsequent Contract between the Prime and the Government. Said terms and conditions shall be included in a subcontract between the parties of this Agreement in support of the activities covered by the Contract.

The scope of the Subcontractor's effort on this Program is expected to be in the following areas:

1. The level of effort for which Subcontractor will receive tasking will be based on the tasking received from the Government and Subcontractor's ability to offer and provide personnel that meet the qualifications and satisfy the Government's requirements. The areas of support identified herein may be modified only by mutual written agreement of the contractor and subcontractor.

2. Upon negotiation of a subcontract and subsequent tasking, Subcontractor Name may provide support to RGII across all SOW work areas.

EXHIBIT B - NON-DISCLOSURE AGREEMENT

This non-disclosure agreement is hereby incorporated into a teaming agreement, made and entered into the 1st day of January 2001, by and between RGII Technologies, Inc., and Subcontractor/Partner Name and attached hereto. This non-disclosure agreement is effective as of the date stated above; and is created in order to protect certain proprietary and/or confidential information which may be disclosed between the parties, RGII Technologies, Inc. ("RGII") and Subcontractor/Partner Name("Participant"), identified above:

The disclosing party/parties (Discloser) of proprietary and/or confidential information is (are): RGII Technologies, Inc. ("RGII") and =.

The parties' representatives authorized to disclose or receive proprietary and/or confidential information are:

RGII Technologies	Subcontractor/Partner Name
R. Gregory Freeland, President

Christopher F. Parrotta, Chief Financial Officer	Full Name, Title

Full Name, Title

The specific proprietary and/or confidential information disclosed under this Agreement is described as: financial and technical information for the express purpose of preparing a proposal, which will result in the award of a contract in response to solicitation number ooo-oo-ooooooo.

This Agreement controls only proprietary and/or confidential information which is disclosed during the period from start date to end date, after which time this Agreement is terminated except that the Recipient will continue to protect proprietary and/or confidential information received under this Agreement for a period of two (2) years from the effective date of this Agreement.

Upon termination of this Agreement, the Recipient will destroy all written information received and provide documentation attesting to that fact.

Recipient shall not disclose proprietary and/or confidential information to any third party individual, corporation or other entity without the prior written consent of the Discloser and shall limit its disclosure to its employees having a need to know such information for the express purpose set forth under Paragraph 3 above. Recipient shall protect the disclosed proprietary and/or confidential information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized dissemination or publication of the proprietary and/or confidential information as the Recipient uses to protect its own proprietary and/or confidential information of a like nature.

Recipient shall have a duty to protect only that proprietary and/or confidential information which is (a) disclosed by the Discloser in writing and is marked as "proprietary" or "confidential", or with a similar legend, at the time of disclosure; or which is (b) disclosed by the Discloser in any other manner and is identified as proprietary or confidential at the time of disclosure and is also summarized and designated as proprietary and/or confidential information in a written memorandum delivered to the Recipient's representative named in Paragraph 2 within fifteen (15) days of the disclosure.

The obligations herein will not apply to any proprietary and/or confidential information which is (a) available to the public other than by breach of this Agreement by Recipient, (b) rightfully received by Recipient from a third party without proprietary and/or confidential limitations, (c) independently developed by Recipient's employees, (d) known to Recipient prior to first receipt of same from Discloser, or (e) hereinafter disclosed by the Discloser to a third party without restriction or disclosure limitations.

Each Discloser warrants that it has the right to make the disclosures under this Agreement. The Discloser(s) make(s) no warranty, expressed or implied, with respect to information delivered hereunder including implied warranties of merchantability, fitness for a particular purpose, or freedom from patent or copyright infringement, whether arising by law, custom, or conduct. In no event shall either party be liable for special, incidental, indirect, or consequential damages.

Neither party acquires any licenses or any other intellectual property rights of the other party under this Agreement.

Neither party has an obligation under this Agreement to offer for sale products or services using or incorporating the proprietary and/or confidential information. Either party may, at its sole discretion, using its own information, offer such products or services and may modify them or discontinue sale at any time.

Neither party has an obligation under this Agreement to purchase any product or services from the other party.

The parties do not intend that any agency or partnership relationship be created by them by this Non-Disclosure Agreement.

All additions or modifications to this Agreement must be made in writing and signed by both parties.

This Agreement is made under and shall be construed according to the laws of the State of Maryland.

PRIME:	SUBCONTRACTOR:
RGII Technologies, Inc.

200 Harry S. Truman Parkway

Suite 315

Annapolis, Maryland 21401

Company Name

Address 1

Address 2

Address 3
Print Name: _______________________________

Title: ____________________________________

Date: ____________________________________

Signature: ________________________________	Print Name: _______________________________

Title: ____________________________________

Date: ____________________________________

Signature: ________________________________

RGII Technologies, Inc.	Project Title

Subcontractor Name	TA2001XX

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RGII Company Proprietary

Teaming Agreement - Non-Exclusive

Jana Birchum

2001-09-21

Template

RGII Technologies, Inc.