Volume I – Mentor-Protégé Agreement

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Department of Defense 

Office of Small Business Programs 

Mentor-Protégé Program

Agreement Template

Companies that have been approved as a Mentor Firm in the Department of Defense (DoD) Mentor-Protégé 

Program and have identified a Protégé Firm must submit a signed Mentor-Protégé agreement for each MentorProtégé relationship to the Director of the Office of Small Business Programs (OSBP), Office of the Deputy 

Assistance Secretary of Defense (Industrial Policy), Office of the Under Secretary of Defense (Acquisition and 

Sustainment). For companies seeking direct reimbursement of developmental assistance costs, your submission 

shall be made through the cognizant Component (Military Department/Defense Agency) OSBP. For companies 

seeking credit of developmental assistance costs (to include hybrid agreements), your submission should be made 

through the cognizant Component and/or the Defense Contract Management Agency (DCMA). Regardless of the 

agreement type, an information copy of the executed agreement must be submitted to the DoD OSBP.

Please Note: 

Credit Only/Hybrid Agreements: Developmental assistance costs associated with an existing DoD program 

and/or Component must be first approved by the congnizant Component Director, Small Business Programs 

(SBP). Credit agreements that are not associated with an existing DoD program and/or Component will be 

submitted for approval to Director, SBP, Defense Contract Management Agency (DCMA). Development 

assistance costs may only be incurred after receipt of an approval letter from DCMA regarding the prospective 

Mentor Firm’s accounting treatment of developmental costs. Note: Official start date is the date of the DCMA 

approval letter, and shall not be earlier than the date of an advance agreement on the treatment of developmental 

assistance costs for credit and/or reimbursement negotiated pursuant to DFARS 219.7103-2. 

Direct Reimbursement Agreements: Developmental assistance costs may only be incurred upon the award

of a contract modification in accordance with DFARS 219.7103-2 that incorporates DFARS 252.232-7005, 

Reimbursement of Subcontractor Advance Payments--DoD Pilot Mentor-Protege Program, and a separate line 

item for the Mentor-Protégé agreement.or a separate contract, if justified pursuant to DFARS Appendix I-103. 

Note: Official start date is the date of the contract modification.

The following template is provided as a guide to assist in the preparation of the Mentor-Protégé agreement, however 

at a minimum all elements below must be addressed. Attachments/addendums are welcome.
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1. Agreement Information

a. Type: Check the agreement type that applies and provide the following.

Reimbursable:

Credit: 

Hybrid:

Note: In hybrid agreements, reimbursed costs cannot receive credit treatment, and vice versa.

b. Period of Performance: State the period of time (in months) over which the developmental assistance 

will be performed - not to exceed two years. 

Number of Months:

Anticipated Start Date:

Anticipated Completion Date

c. For Direct Reimbursable: Please provide the following.

Military Department or Defense Agency:

Contract Number (if known):

d. Cost of Agreement: Provide the cost of the total developmental assistance to be provided by the Mentor 

Firm. Include a cost breakdown of each year of effort by category of cost.

(Expressed in whole dollar amounts)

Cost Category Base Year Option Year 1 Total

Mentor Firm Labor $ $ $ 

Travel / ODCs $ $ $ 

Authorized Subcontractor(s) $ $ $ 

Year Subtotals: $ $ 

Total Estimated Development Cost: $ 

Note: For Direct Reimbursement agreements please contact the Military Department/Defense Agency 

for additional guidance on the format and level of detail of your estimated cost submission. Be 

prepared to furnish a more detailed cost breakdown of the labor categories.

2. Mentor Firm Eligibility. Provide a statement (be sure to include the date of approval) that the Mentor Firm

has been previously approved under the DoD Mentor-Protégé Program and is still eligible to participate as a 

Mentor Firm per the requirements set by DFARS Appendix I-102, (provide a copy of approval letter, if 

available) or attach the Mentor Firm Application.
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3. Mentor Firm Firm Information. Provide the following.

Firm Name:

Mailing Address: 

Phone Number:

Fax Number:

Homepage:

Industry:

Data Universal Numbering System (DUNS) Number: 

Unique Entity Identifer Number (UEID#):

CAGE Code: 

Code (6-digit) Title

Primary North 

American Industry 

Classification System 

(NAICS) Codes: 

Product or Service 

(PSC) Codes: 

4. Mentor Firm Background. Provide a brief summary about the Mentor Firm including a company profile, 

volume of DoD/DLA contracts, and accomplishments under their Small Business programs. Indicate whether 

the Mentor Firm has one or more DoD contracts with an active small business subcontracting plan.

Indicate whether the Mentor Firm company 

has ever been a small business

Yes No

 If yes, please indicate 

all that apply

Small Disadvantaged Business (SDB):

Woman-Owned Small Business (WOSB): 

Economically Disadvantaged Woman-Owned Small Business 

(EDWOSB):

Historically Underutilized Business Zone (HUBZone) Business: 

Veteran Owned Small Business (VOSB):

Service Disabled Veteran Owned Small Business (SDVOSB): 

An employer of severely disabled as defined in DFARS App. I-101.4:

A small business that was provider of critical capabilities to DoD:

Non-traditional defense contractor as defined in 10 USC 2302(9):
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Business entity owned and controlled by an Indian Tribe; 

Business entity owned and controlled by an Alaskan Native 

Corporation:

Business entity owned and controlled by a Native Hawaiian 

Organization:

Indicate if the Mentor Firm is a graduate of the 

DoD Mentor Protégé program: 

Yes No

If yes, indicate agreement Mentor Firm:

If yes, indicate previous agreement DoD 

sponsoring Agency: 

If yes, indicate previous agreement completion 

date: 

Indicate if the Mentor Firm is a participant in 

the Small Business Innovation Research (SBIR) 

or Small Business Technology Transfer (STTR) 

programs: 

Yes No

Indicate is the Mentor Firm is a small business 

assistance provider: 

Yes No

If yes, please Indicate 

all that apply

Under another Federal Agency's Mentor Protégé Program:

Partnership Intermediary:

Other assistance arrangement:

Indicate if the Mentor Firm has been a 

participant in the 8(a) business development 

program:

Yes No

If yes, indicate graduation date:

5. Mentor Firm Capacity and Capability. Identify and describe the Mentor Firm's qualifications, 

capabilities, experience with small business assistance, expertice in related technical areas, proposed 

facilities and equipment, and capacity for achieving the proposed agreement objectives. 

6. Protégé Firm Eligibility. Provide a statement that the Protégé Firm is currently eligible to participate in the 

DoD Mentor Protégé Program as a “disadvantaged small business (DSB) concern” as defined in Public Law 

101-510, Section 831, as amended, pursuant to all of the following criteria below: 

(1) A small business concern as defined in the Small Business Act, 15 U.S.C. 631 et seq., and implementing 

SBA regulations in Title 13 of the Code of Federal Regulations; 

 

(2) Eligible for the award of Federal contracts;

 

(3) Not more than the Small Business Administration (SBA) size standard for its primary North American 

Industry Classification System (NAICS) code;

 

(4) Not owned or managed by individuals or entities that directly or indirectly have stock options or 

convertible securities in the Mentor Firm; 
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(5) Is not currently a party to another Mentor Protégé agreement under the DoD Mentor-Protégé Program 

authority, 10 U.S.C. 2302 note;

(6) Has not had another Mentor Protégé agreement under the DoD Mentor-Protégé Program authority, 10 

U.S.C. 2302 note, more than five year previously; and

(7) At least one of the following:

(A) A small business concern owned and controlled by socially and economically disadvantaged 

individuals as defined in section 8(d)(3)(C) of the Small Business Act (15 U.S.C. 637(d)(3)(C)).

(B) A business entity owned and controlled by an Indian tribe as defined by section 8(a)(13) of the Small 

Business Act (15 U.S.C. 637(a)(13));

(C) A business entity owned and controlled by a Native Hawaiian Organization as defined by section 

8(a)(15) of the Small Business Act (15 U.S.C. 637(a)(15));

(D) A qualified organization employing severely disabled individuals operating on a for-profit or 

nonprofit basis that -

(i) Uses rehabilitative engineering to provide employment opportunities for severely disabled 

individuals and integrates severely disabled individuals into its workforce;

(ii) Employs severely disabled individuals at a rate that averages not less than 20 percent of its total 

workforce;

(iii) Employs each severely disabled individual in its workforce generally on the basis of 40 hours 

per week; and

(iv) Pays not less than the minimum wage prescribed pursuant to section 6 of the Fair Labor 

Standards Act (29 U.S.C. 206) to those employees who are severely disabled individuals (as 

defined in section 8501 of title 41, United States Code) or a severely disabled individual (as 

defined in such section).

(E) A small business concern owned and controlled by women, as defined in section 8(d)(3)(D) of the 

Small Business Act (15 U.S.C. 637(d)(3)(D));

(F) A small business concern owned and controlled by service-disabled veterans (SDVOSB) as defined in 

Section 8(d)(3) of the Small Business Act (15 U.S.C. 637(d)(3));

(G) A qualified HUBZone small business concern (as defined in section 31(b) of the Small Business Act 

[15 U.S.C. 657a(b)]);

(H) A small business concern that –

(i) Is a non-traditional defense contractor, as such term is defined in 10 U.S.C. 2302; or

(ii) Currently provides goods or services in the private sector that are critical to enhancing the 

capabilities of the defense supplier base and fulfilling key Department of Defense needs.
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Indicate all that 

apply

A small business concern as defined in the Small Business Act, 15 U.S.C. 

631 et seq., and implementing SBA regulations in Title 13 of the Code of 

Federal Regulations:

 

Eligible for the award of Federal contracts:

Not more than the SBA size standard for its primary NAICS code:

Not owned or managed by individuals or entities that directly or 

indirectly have stock options or convertible securities in the Mentor Firm: 

Is not currently a party to another Mentor Protégé agreement under the 

DoD Mentor-Protégé Program authority, 10 U.S.C. 2302 note: 

Has not had another Mentor Protégé agreement under the DoD MentorProtégé Program authority, 10 U.S.C. 2302 note, more than 5 years 

previously:

 

Indicate all that 

apply

Small Business Concern owned and controlled by socially and 

economically disadvanteged individuals 

Business entity owned and controlled by an Indian tribe

Business entity owned and controlled by a Native Hawaiian organization 

Qualified organization employing severely disabled individuals

Small Business Concern owned and controlled by women 

Small Business Concern owned and controlled by service-disabled 

veterans 

Qualified HUBZone small business concern

Non-traditional defense contractor 

Currently provide goods or services in the private sector that are critical 

to enhancing the capabilities of the defense supplier base and fulfilling key 

DoD needs

 

7. Protégé Firm Information. Provide the following:

Firm Name:

Mailing Address:

 

 

Phone Number:

Fax Number: 

Homepage:

Industry / Business Type:

(e.g. Service - 80% Manufacturing - 20%)

Construction: 

Manufacturing:

R&D: 

Service:

Year Established: 

Number of years in business:

Number of Full Time Employees (FTE): 
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Annual Revenue for the Past 3 Years:

Year Revenue

 

CAGE Code: 

Unique Entity Identifer Number (UEID#):

Data Universal Numbering System (DUNS) number: 

Indicate if the Protégé Firm has been admitted 

in the 8(a) business development program:

Yes No

 

If yes, indicate date graduated or the currently 

expected graduation date: 

8. Protégé Firm North American Industrial Classification System Codes (NAICS). Provide the NAICS 

code(s) which represents the contemplated supplies or services to be provided by the Protégé Firm to the 

Mentor Firm and a statement that at the time the agreement is submitted for approval, the Protégé Firm, does 

not exceed the size standard for the appropriate NAICS code. 

Code (6-digit) Title

Primary NAICS

Additional NAICS

9. Percent (%) Owned. Provide percent of the Protégé Firm currently owned by the Mentor Firm.

% Mentor Firm Owned:

10. Protégé Firm Historical Background: Provide a brief summary about the company, including the company 

profile, and historical and recent activities and accomplishments. Include a description of the company’s 

ability to participate in the DoD Mentor-Protégé Program without impairing the company’s day-to-day 

operations (i.e., business management, revenue stream). 

Specify if you are seeking assistance to help you transition technology and innovations, e.g., those developed 

under the Small Business Innovation Research (SBIR), Small Business Technology Transfer (STTR), Rapid 

Innovation Fund (RIF) Programs, technology licensed under a Patent License Agreement (PLA), or operating 

under a Cooperative Research and Development Agreement (CRADA).

Indicate if the Mentor Protégé relationship 

derives from, extends, or logically concludes 

efforts from a Small Business Innovation 

Research (SBIR) or Small Business Technology 

Transfer (STTR) award:

Yes No

 
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If yes, indicate the SBIR/STTR topic number: 

If yes, indicate the SBIR/STTR contract 

number: 

If yes, indicate the Government point of 

contact: 

Indicate if the Mentor Protégé relationship 

derives from, extends, or logically concludes 

efforts from a Rapid Innovation Fund (RIF) 

award:

Yes No

 

If yes, indicate the RIF contract number:

If yes, indicate the Government point of 

contact: 

Indicate if the Mentor Protégé relationship 

derives from, extends, or logically concludes 

efforts from a Accelerate the Procurement and 

Fielding of Innovative Technologies (APFIT) 

award:

Yes No

 

If yes, indicate the APFIT contract number: 

If yes, indicate the Government point of 

contact: 

Indicate if the Mentor Protégé relationship 

derives from, extends, or logically concludes 

efforts from a Cooperative Research and 

Development Agreement (CRADA) or Patent 

License Agreement (PLA):

Yes No

 

If yes, indicate the CRADA or PLA contract 

number: 

If yes, indicate the Government point of 

contact: 

11. Protégé Firm-Obtained DoD Prime contract Awards. Provide the number and total dollar amount of DoD 

Prime contract awards obtained by the Protégé Firm during the two preceding fiscal years (if any). Please 

note fiscal year here represent the government’s fiscal year which runs October 1 through September 30.

Total DoD Prime Contract Awards

Fiscal Year Number Funded Contract

Value

Dollar Amount 

Received

FY-___ $ $

FY-___ $ $

FY-___ $ $
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12. Protégé Firm-Obtained DoD Subcontract Awards. Provide the number and total dollar amount of DoD 

subcontract awards obtained by the Protégé Firm during the two preceding fiscal years (if any). Please note 

fiscal year here represent the government’s fiscal year which runs October 1 through September 30.

Total DoD Subcontract Awards

Fiscal Year Number Funded Contract

Value

Dollar Amount 

Received

FY-___ $ $ 

FY-___ $ $ 

FY-___ $ $ 

13. Mentor Firm DoD Subcontract Awards to Protégé Firm. Provide the number and total dollar amount of 

DoD subcontract awards made to the identified Protégé Firm by the Mentor Firm during the two preceding

fiscal years (if any). Please note fiscal year here represent the government’s fiscal year which runs October 

1 through September 30.

Total DoD Subcontract Awards to this Protégé Firm

Fiscal Year Number Dollar Amount

FY-___ $ 

FY-___ $ 

14. Mentor Firm Other Federal Agency Subcontract Awards to Protégé Firm. Provide the number and total 

dollar amount of Federal Agency (other than DoD) subcontract awards made to the identified Protégé Firm

by the Mentor Firm during the two preceding fiscal years (if any). Please note fiscal year here represent the 

government’s fiscal year which runs October 1 through September 30.

Total Federal Agency Subcontract Awards to this Protégé Firm

Fiscal Year Number Dollar Amount

FY-___ $ 

FY-___ $ 

15. Protégé Firm’s Past Participation in the DoD Mentor-Protégé Program. Provide the following 

information if the Protégé Firm has previously participated in the DoD Mentor-Protégé Program during the 

last five (5) years. Provide a statement (separate enclosure to this agreement) that there will be no 

duplication of effort (i.e., developmental assistance provided by the Mentor Firm) previously provided to the 

Protégé Firm under prior agreements. This must be agreed upon and presented on letterhead from both the 

Mentor and Protégé Firms.
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Previous Mentor Firm Name:

Sponsoring Military Dept./Agency:

(e.g., Army, Navy, Air Force, DCMA, 

DIA, DLA, MDA, NGA, NSA)

Type: (credit or direct reimbursed)

Period of performance of previous 

agreement: (in months)

Termination Date: (if applicable)

Termination Reason: (if applicable)

16. Potential Mentor Firm Subcontracting Opportunities. Provide the Fiscal Year, description, subcontract 

type and estimated dollar value of subcontracts anticipated to be awarded to the Protégé Firm for both 

competitive and non-competitive awards. Please note fiscal year here represent the government’s fiscal year 

which runs October 1 through September 30.

Fiscal 

Year

Description of Competitive subcontracts to include: the name 

of program of which Protégé Firm will be a supplier and 

anticipated work

Type Estimated 

Value

Fiscal 

Year

Description of Non-Competitive subcontracts to include: the 

name of program of which Protégé Firm will be a supplier and 

anticipated work

Type Estimated 

Value

Note: Do not include estimates for any awards that you are currently bidding on, unless the numbers are

based on documented historical annual averages for your company. 

17. Developmental Assistance Program. Describe the developmental program for the Protégé Firm specifying 

(using a sentence or two for each item listed) the type of assistance planned. Provide how this developmental 

assistance program will address the Protégé Firm’s identified needs to enhance their ability to perform as a 

subcontractor and supplier under DoD, Federal, and/or commercial contracts and subcontracts; and 2) 

increase small business subcontracting opportunities in industry categories where eligible Proteges or other 

small business firms are not dominant in the Mentor’s vendor base. Information shall include identification 

and description of major tasks anticipated to be accomplished. If applicable, identify tasks that any 

Authorized Subcontractor will participate in.

Your developmental assistance program is not expected to conform to only the examples listed below, nor is 

your developmental assistance program expected to provide assistance in all of the examples cited. Please 

also note that some examples cited under (a)(i) and (a)(ii) may be interchangeable within the two categories. 
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Types of developmental assistance allowable under the program are:

(1) Assistance by Mentor Firm personnel in —

(i) General Business Development/Corporate Infrastructure: (See example list below)

Example List

• Organizational Planning Management

o Strategic planning, business planning, legal/risk management, proposal 

development

• Business Development/Marketing/Sales

o Market research, product forecasting, web-based marketing, e-commerce

• Human Resource Management

• Financial Management

• Contract Management

• Facilities and Plant Management – security, health & safety, OSHA standards

(ii) Engineering and technical: (See example list below)

Example List

• Quality Management Programs

o ISO 9000 certification, SEI/CMM certification

• Logistic Systems

o Supply chain management, transportation management

• Sensing & Imagery

• Environmental Remedial System Design

• Hazardous Material Control

• Metal Machining

• Fiber Optics System Design

• Network Systems

o Design and engineering, implementation

• Information System Design

• Tooling Design & Fabrication

• Product Assembly Technique

• Supply Chain Management

(iii) Any other assistance designed to develop the capabilities of the Protégé Firm under the 

developmental program.

(2) Award of subcontracts under DoD contracts or other contracts on a non-competitive basis. 

(3) Payment of progress payments for the performance of subcontracts by a Protégé Firm in amounts as 

provided for in the subcontract; but in no event may any such progress payment exceed 100 percent of the 

costs incurred by the Protégé Firm for the performance of the subcontract. Provision of progress payments 

by a Mentor Firm to a Protégé Firm at a rate other than the customary rate for the Protégé Firm shall be 

implemented in accordance with FAR 32.504(c). 

(4) Advance payments under such subcontracts. Mentor Firms must administer advance payments in 

accordance with FAR Subpart 32.4.

(5) Loans.
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(6) Investment(s) in the Protégé Firm in exchange for an ownership interest in the Protégé Firm, not to 

exceed 10 percent of the total ownership interest. Investments may include but not be limited to cash, 

stock, contributions in kind, etc. 

(7) Assistance obtained by the Mentor Firm for the Protégé Firm from one or more of the following: 

(i) Small Business Development Centers (SBDC) established pursuant to section 21 of the Small 

Business Act (15 U.S.C. 648);

(ii) Entities providing procurement technical assistance pursuant to chapter 142 of Title 10 U.S.C. 

(Procurement Technical Assistance Centers.); 

(iii) A historically Black college as referred to in section 10 U.S.C. 2323; 

(iv) A minority institution of higher education that means an institution of higher education with a 

student body that reflects the composition specified in section 312(b)(3), (4), and (5) of the Higher 

Education Act of 1965 (20 U.S.C. 1058(b)(3), (4), and (5)); or

(v) Women’s business centers described in section 29 of the Small Business Act (15 U.S.C. 656).

18. Authorized Subcontractor(s). Provide the following, if applicable.

Authorized Subcontractor #1 Name

Indicate the estimated percentage of the 

Protégé Firm's developmental assistance to be 

performed by the authorized subcontractor

 

Mailing Address

Authorized Subcontractor #1 Lead Name

Phone Number(s) Office Mobile

Email Address

Authorized Subcontractor #1 Type Check appropriate 

box

Historically Black College (HBCU)

Minority Serving Institution (MSI) 

Apex Accelerator (formerly PTAC)

Small Business Development Center (SBDC) 

Women's Business Center (WBC)

Manufacturing Extension Partnership (MEP) 

Manufacturing Innovation Institute (MII)

Authorized Subcontractor #2 Name

Indicate the estimated percentage of the 

Protégé Firm's developmental assistance to be 

performed by the authorized subcontractor

 

Mailing Address

Authorized Subcontractor #2 Lead Name

Phone Number(s) Office Mobile

Email Address

Authorized Subcontractor #2 Type Check appropriate 

box
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Historically Black College (HBCU) 

Minority Serving Institution (MSI)

Apex Accelerator (formerly PTAC) 

Small Business Development Center (SBDC)

Women's Business Center (WBC) 

Manufacturing Extension Partnership (MEP)

Manufacturing Innovation Institute (MII)

19. Value to the Department of Defense. Provide a summary of the value(s) this agreement will bring in 

support of the Departmment of Defense’s, Military Departments’/Other Defense Agencies’, and the 

Warfighters’ mission(s).

Examples: 

(a) Stimulate and transition innovative technologies into established Defense Acquisition programs

(b) Resolve operational challenges and other critical national security requirements

(c) Increase supplier base and improve competition in key defense industries or emerging technical 

domains 

20. Milestones. Define milestones for providing the identified developmental assistance. (Gantt chart) The charts 

will be submitted with the agreement execution and updated charts will be submitted to program managers 

every calendar quarter.

21. Metrics. The success of the Mentor-Protégé program will be measured quarterly by a system of metrics 

designed to ensure adherence to the milestones outlined in the program plan, achieve complete technology 

transfers in the business and achievement of revenue and contracting awards. The Mentor Firm, following

review by the Protégé Firm will submit the quarterly status to the cognizant Component Program Manager

and DCMA representative. An information copy will also be sent to the OUSD (A&S) OSBP MentorProtégé Program Manager. Program progress will be measured quarterly and in the Semi-Annual reports. In 

addition to the developmental assistance plan, provide factors to assess the Protégé Firm's developmental 

progress under the Program. Mandatory quantitative measures for the success of this program will include 

but are not limited to the following:

(1) Planned tasks started on time; planned tasks behind schedule 

(2) Planned tasks completed on time; planned completions behind schedule 

(3) Development program on/off schedule 

(4) The number of certifications completed and in progress 

(5) Agreement budget variance report by task area/developmental assistance categories (see section 12(a) of 

this template for assistance category) 

(6) The number of DoD prime/sub contracts, Federal subcontracts, other contracts awarded to Protégé Firm

(7) Annual revenue of Protégé Firm
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(8) Status of Semi-Annual report submission.

22. Termination

(1) Effect of Termination

(i). Termination of a Mentor-Protege agreement will not impair the obligations of the Mentor Firm to 

perform pursuant to its contractual obligations under Government contracts and subcontracts.

(ii). Termination of all or part of the Mentor-Protege agreement will not impair the obligations of the 

Protege Firm to perform pursuant to its contractual obligations under any contract awarded to the 

Protege Firm by the Mentor Firm.

(2) Termination Procedures (Mentor Firm)

(i). Voluntary: Provide the procedures for the Mentor Firm to notify the Protégé Firm in writing at 

least 30 days in advance of the Mentor Firm's intent to voluntarily withdraw its participation in the 

Program. Mentor Firms may only voluntarily terminate the Mentor-Protégé agreement if they no 

longer want to be a participant in the Program as a Mentor Firm.

(ii). For Cause: Provide procedures for the Mentor Firm to terminate the Mentor-Protégé agreement 

for cause which provide —

• The Protégé Firm shall be furnished a written notice by the Mentor Firm of the proposed 

termination, stating the specific reasons for such action, at least 30 days in advance of the 

effective date of such proposed termination.

• The Protégé Firm shall have 30 days to respond to such notice of proposed termination, and 

may rebut any findings believed to be erroneous and offer a remedial program.

• Upon prompt consideration of the Protégé Firm's response, the Mentor Firm shall either 

withdraw the notice of proposed termination and continue the Protégé Firm's participation, or 

issue the notice of termination.

Note: The decision of the Mentor Firm regarding termination for cause, conforming with the 

requirements of this section, shall be final and is not reviewable by the DoD.

(3) Voluntary Termination Procedures (Protégé Firm). Provide procedures for a Protégé Firm to notify 

the Mentor Firm in writing at least 30 days in advance of the Protégé Firm's intent to voluntarily 

terminate the Mentor-Protégé agreement.

23. Assurances Concerning Joint Venture, Affiliation, and Other Matters. Mentor Firms are required to 

include written assurances in all agreements that—

(1) The Mentor Firm does not share, directly or indirectly, with the Protege Firm ownership or management 

of the Protege Firm;

(2) The Mentor Firm does not have an agreement, at the time the Mentor Firm enters into a Mentor-Protege

agreement, to merge with the Protege Firm;

(3) The owners and managers of the Mentor Firm are not the parent, child, spouse, sibling, aunt, uncle, niece, 
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nephew, grandparent, grandchild, or first cousin of an owner or manager of the Protege Firm;

(4) The Mentor Firm has not, during the 2-year period before entering into a Mentor-Protege agreement, 

employed any officer, director, principal stock holder, managing member, or key employee of the Protege

Firm;

(5) The Mentor Firm has not engaged in a joint venture with the Protege Firm during the 2-year period before 

entering into a Mentor-Protege agreement, unless such joint venture was approved by SBA prior to 

making any offer on a contract;

(6) The Mentor Firm is not, directly or indirectly, the primary party providing contracts to the Protege Firm, 

as measured by the dollar value of the contracts; and

(7) The SBA has not made a determination of affiliation or control.

(i). For the purpose of this agreement, a joint-venture is a form of affiliation defined in 13 C.F.R. 

121.103, e.g., contractual agreement joining together two or more parties for the purpose of 

executing a particular business undertaking. This is not meant to be confused with a teaming 

arrangement where no control can be exercised by either party as part of the arrangement.

(ii). For the purpose of this agreement, an affiliation is the state described in 13 C.F.R. 121.103, e.g., of 

having shared business interests or efforts (e.g. interlocking directorates or ownership, or where 

employees, equipment, and/or facilities, are shared). Assistance under the DoD MPP Program is not 

considered affiliation.

24. Size Status, Eligibiity, Suspensions, and Debarments.

a. Representations of Disadvantaged Small Business (DSB) Concern Status: Mentor Firm must indicate 

whether it is relying in good faith on a written representation of the Protégé Firm that it meets the DSB 

status eligibility, except that a Mentor Firm is required to confirm a Protege's status as a HUBZone small 

business concern (see FAR 19.703(d)). In the event of a protest regarding the size or disadvantaged 

status of an entity selected to be a Protege Firm, the Mentor Firm must refer the protest to the SBA to 

resolve in accordance with 13 CFR Part 121 (with respect to size), 13 CFR Part 124 (with respect to 

disadvantaged status), or in accordance with any other applicable part of Title 13 of the C.F.R.

b. Maintaining Eligibility Status: Mentor Firm and Protégé Firm must agree to inform each other and the 

relevant DoD or Component OSBP within 30 days of any circumstances affecting their continued 

eligibility status under this agreement. 

c. Effect of Size or Status Determinations: If at any time the SBA (or DoD in the case of entities 

employing severely disabled individuals) determines that a Protege is ineligible, assistance that the 

Mentor Firm furnishes to the Protege after the date of the determination may not be considered assistance 

furnished under the DoD MPP Program.

d. Effect of Mentor Firm’s suspension or debarment: If the Mentor Firm is suspended or debarred while 

performing under an approved Mentor-Protege agreement, the Mentor Firm—

(i). May continue to provide assistance to its Protege Firms pursuant to approved Mentor-Protege

agreements entered into prior to the imposition of such suspension or debarment;

(ii). May not be reimbursed or take credit for any costs of providing developmental assistance to its 

Protege Firm, incurred more than 30 days after the imposition of such suspension or debarment; 

and

(iii). Must promptly give notice of its suspension or debarment to its Protege Firm and the cognizant 
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Component Director, SBP. 

25. Additional Terms and Conditions. Describe any other additional terms and conditions as may be agreed 

upon by both parties.

Note: All correspondence and inquiries by OUSD (A&S), cognizant Components, and DCMA will be 

addressed to the Points of Contact that you provide below. 

26. Mentor Firm Mentor Protégé Agreement Program Manager (POC). 

Mentor Protégé Program Manager Name:

Title:

Address:

Phone Number(s): 

Office Mobile

 

Fax Number:

Email Address 

27. Mentor Firm Contracting Point of Contact (POC).

Name: 

Title:

Address:

Phone Number(s): Office Mobile

Fax Number:

Email Address

28. Protégé Firm Point of Contact (POC). 

Name: 

Title:

Address:

Phone Number(s): Office Mobile

 

Fax Number:

Email Address 
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29. Procuring Contracting Officer (PCO). (Direct reimbursable agreements only)

Name: 

Title:

Address:

Phone Number(s): Office Mobile

Fax Number:

Email Address

30. Mentor Firm’s Cognizant Administrative Contracting Officer (ACO). 

Name: 

Title:

Address:

Phone Number(s): Office Mobile

Fax Number:

Email Address

31. Mentor Firm’s Cognizant Defense Contract Management Agency (DCMA) Contract Administration 

Office (CAO). 

Name:

Title:

Address:

Phone Number(s): Office Mobile

 

Fax Number:

Email Address 
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Page 18 of 18 Revised: 07 Dec 2023 

32. Protégé Firm’s Cognizant Defense Contract Management Agency (DCMA) Contract Administration 

Office (CAO)

Name:

Title:

Address:

Phone Number(s): Office Mobile

 

Fax Number:

Email Address 

33. Report & Review Requirement. Attach a statement from each Firm indicating their willingness to comply 

with the Program’s reporting and review requirements (i.e., the semi-annual reports, the annual performance 

reviews that will be conducted by the Defense Contract Management Agency (DCMA)). The Protégé Firm

must also include in their statement they will provide data on employment and revenues for two years after 

the conclusion of the agreement.

34. Signature of Each Party. The Mentor Firm and Protégé Firm are required to sign and date this agreement. 

Titles of the individuals must also be included. Please note: A Mentor Firm may not require an 

disadvantaged small business (DSB) concern to enter into a Mentor-Protégé agreement as a condition for 

being awarded a contract by the Mentor Firm including a subcontract under a DoD contract awarded to the 

Mentor Firm. 

Mentor Firm Protégé Firm

Printed Name Printed Name

Signature Signature

Title Title

Date Date