# TEAMING AGREEMENT
Date: 16 September 2029
Parties: Aster Digital Limited and Calder Civic Systems Limited
## 1. Parties and purpose
Aster Digital Limited (Company No. 10981220) and Calder Civic Systems Limited (Company No. 09337741) form a tender team for the Westborough Council Digital Permit Services procurement, reference WC-DPS-29. Aster will be prime contractor and Calder will supply identity-verification integration if the Council awards the contract.
## 2. Scope, price and subject
Aster prepares and submits the tender, owns the bid timetable and remains responsible for the Council relationship. Calder supplies the technical response, pricing for its work package, implementation plan and named engineers by the dates in Schedule 1. Neither party may submit a competing bid for this procurement during the tender period without the other's written consent.
## 3. Operating duties
The parties bear their own bid costs. If awarded, they will negotiate in good faith a subcontract consistent with the Council's terms, including service levels, audit, security and payment. Neither party promises that an award will occur, and this agreement does not oblige either party to accept a subcontract whose final terms materially depart from the tender.
## 4. Compliance, records and controls
Each party retains pre-existing IP and grants only the licence needed to prepare and evaluate the bid. Bid documents, pricing, security architecture and personal data are confidential; access is limited to need-to-know personnel and professional advisers under equivalent duties. Personal data must be processed under UK GDPR and the parties must not upload bid material to public AI systems.
## 5. Term, ending and remedies
The team will comply with the Procurement Act 2023 where applicable, the Council's tender rules, anti-bribery law, sanctions, equality duties and Modern Slavery Act 2015 requirements. Each party warrants accurate information, discloses conflicts, keeps audit records and promptly reports any suspected collusion, improper approach or data incident. Nothing authorises a competition-law infringement.
## 6. Liability and reservations
The agreement ends when the procurement is awarded, cancelled or withdrawn, or on 20 business days' notice after the tender closes. Confidentiality survives five years and trade-secret protection survives while secrecy remains. A material breach allows termination and removal of the defaulting party's bid material, without guaranteeing the innocent party a Council award or lost-profit damages.
## 7. Governing law and signatures
This is a collaboration only: it creates no partnership, joint venture, agency or authority to bind the other party. England and Wales law governs and courts have exclusive jurisdiction. Aster's director Leila Morris and Calder's director George Bell sign on 16 September 2029, subject to each board's authority.