Minimizing the risk of the innovation process requires careful planning and cooperation. This should begin as soon as possible in the deal process, ideally well before a sales contract is signed, ensuring that each of the MATOCs in need of a Novation authorization is identified and evaluated. As part of this evaluation, the parties should consider whether there are opportunities for strategic or useful pipelines in relation to a MATOC and, if so, whether there will likely be proposals or evaluations of proposals while an innovation request is pending. At Matter of Wyle Laboratories Inc., the holder of an OASIS contract entered into a sales contract with the General Administration that transferred all assets and liabilities related to the OASIS contract to another state contractor. The seller and buyer had filed a renewal application with the GSA and sought permission to transfer the contract. b) An innovation agreement is not necessary if the ownership of a contractor is changed as a result of a share purchase without legal change to the contractor, and if the contractor has control over the assets and if the contracting party executes the contract. Whether it is an asset acquisition or a share purchase, there may be problems related to change of ownership that should be dealt with appropriately in a formal agreement between the contractor and the government (see item 42.1203 (e)). The decisions of Wyle and Engility suggest that the seller may be advised to retain some responsibility in assigning responsibilities, at least until the innovation is approved. For example, the seller could specify that he or she inevitably remains responsible for the performance of the tasks and that he supervises the buyer`s work as a subcontractor until an innovation is authorized. The parties may also consider assigning the seller responsibility for communication with the U.S. government client and billing activities.
In practice, this directive poses problems for buyers who buy certain assets without buying the seller`s entire organization. A buyer may acquire, for example.B. a clean service from a seller specializing in work with a specific federal authority. Although this distribution may otherwise be separated from the seller`s other activities, GSA would not renew the Schedule tasks entrusted to the seller and performed by that department, unless the buyer has acquired the entire schedule contract from the seller. This means that the seller should be prepared to part with its entire De Schedule contract, including other contracts awarded by various federal agencies that are not the assets initially intended for the acquisition, since the entire De Schedule contract would have to be acquired by the purchaser for GSA to authorize the innovation. This result interferes with a buyer`s ability to address a division or certain assets of a vendor involved in executing mission orders if the entire Schedule contract is not also sold.