Small Businesses, Big Opportunities – Recent SBA Expansion of the Mentor-Protégé Program

by Williams Mullen

Williams Mullen

Effective August 24, 2016, the Small Business Administration (“SBA”) will fulfill the mandates of the Small Business Jobs Act of 2010 and the National Defense Authorization Act for Fiscal Year 2013 (“NDAA 2013”), which collectively authorized the establishment of mentor-protégé programs for small business concerns (“SBCs”) modeled after the SBA’s 8(a) Business Development (“BD”) Mentor-Protégé Program.  Specifically, SBA’s Final Rule on Small Business Mentor Protégé Programs (“Final Rule”) will establish “a Government-wide mentor-protégé program” for all SBCs, including Service-Disabled Veteran-Owned Small Business Concerns (“SDVO SBCs”), Historically Underutilized Business Zone (“HUBZones”), and Women-Owned Small Businesses (“WOSBs”).  In doing so, the SBA will retain its 8(a) BD Mentor-Protégé Program and establish a second Mentor-Protégé Program for all other SBCs, with the intent of making the requirements for these programs consistent with each other. 

Two principal benefits of the SBA’s mentor-protégé program are that it:  (1) enhances business development opportunities for small businesses to grow and gain meaningful expertise through the technical, management, financial, educational, and contract performance assistance provided by a mentor firm; and (2) expands contracting opportunities for both small businesses that may not otherwise have the capacity or ability to perform certain contracts and non-small businesses that may not otherwise qualify for certain set-aside contracts.  As a result of the recent expansion, more businesses, small and large, will be able to take advantage of these and other benefits offered by the SBA’s Mentor-Protégé Programs.  Below is a brief background on the original SBA 8(a) Mentor-Protégé Program and some key highlights from the new, expanded Small Business Mentor-Protégé Program implemented by the Final Rule.


The SBA currently offers the 8(a) BD Mentor-Protégé Program.  Under this program, protégés are limited to 8(a) concerns, which are small businesses that are at least 51% owned, controlled, and managed by a socially and economically disadvantaged American citizen.  These 8(a)s are eligible for certain sole-source and set-aside contracts and can form joint ventures and teams to bid on 8(a) set-aside contracts, small business set-aside contracts, or unrestricted procurements.  In order to qualify as a protégé under the current regulations, the 8(a) participant must have a size that is less than half the size standard corresponding to its primary NAICS code, or be in the developmental stage of its 8(a) program, or not have received an 8(a) contract previously.  A significant benefit of the program is that a joint venture between an 8(a) SBC and a non-small concern will be deemed small so long as the 8(a) is small, thereby allowing the joint venture to bid on the same types of contracts as the 8(a) would be qualified to bid on its own. 


Increased Pool of Protégés

When two businesses decide they are ready to enter into a mentor-protégé relationship as part of the SBA’s program, the firms must execute a written mentor-protégé agreement (“MPA”) setting forth an assessment of the protégé’s needs and a timeline for the delivery of the assistance the mentor commits to provide to address those needs.  The Final Rule greatly expands the pool of potential protégés who may enter into such agreements by establishing the following:

  • The pool of available protégés has been expanded from 8(a)s only to any concern that qualifies as small, including SDVO SBCs, HUBZones and WOSBs.    
  • A concern is no longer required to be less than half the size standard to be a protégé, but instead need only qualify as small in its primary or even secondary NAICS code to qualify as a protégé, including 8(a) concerns. 
  • Even if a firm does not qualify as small for its primary NAICS code, that firm can still serve as a protégé in a secondary NAICS code for which it does qualify as small (unless the firm has never performed any work in that secondary NAICS code or the protégé would bring nothing of value to a potential joint venture). 
  • Graduating from the 8(a) program no longer means that the concern cannot participate in the Mentor-Protégé Program as the 8(a) can now transfer its 8(a) mentor-protégé relationship to a small business mentor-protégé relationship if it continues to qualify as a small business and otherwise meets the regulatory requirements. 

Comments to the Final Rule expressed concern regarding the SBA’s ability to manage the volume of anticipated MPAs under the newly expanded program.  In response, the SBA is creating a separate unit within the Office of Business Development with the sole function of processing and reviewing MPAs and providing assistance.  Although the SBA is not moving forward with the option yet, it has left open the possibility of creating open and closed enrollment periods for the submission of MPAs to the extent that the number of MPAs overwhelms the new SBA unit. 

Joint Venture Contracting Opportunities

Outside of the SBA’s Mentor-Protégé Programs, a joint venture partnership between an SBC and a non-small business could threaten the size status of the SBC because it could lead to a finding of control and, therefore, affiliation between the SBC and its large business joint venture partner.  This is significant because when calculating the size of a business to determine whether that business is small, the SBA includes the annual receipts and employees of all affiliates.  Thus, if affiliation is found, the concern may no longer be deemed small, in which case neither the SBC nor the joint venture would qualify for certain procurements, such as set-asides. 

Significantly, and consistent with the previous provisions of the SBA’s 8(a) BD Mentor-Protégé Program, the Final Rule allows a protégé to “joint venture with its SBA-approved mentor and qualify as a small business for any Federal government contract or subcontract, provided the protégé qualifies as small for the size standard corresponding to the NAICS code assigned to the procurement.” In addition, given the obvious difficulties a new or young joint venture under the Mentor-Protégé Program would have in establishing a positive past performance, the Final Rule requires that a procurement agency must consider the past performance of the members of the joint venture when considering the past performance of the joint venture entity submitting a proposal or offer.  Thus, these provisions increase competition for set-aside work by allowing a protégé to benefit from the experience of its mentor and by allowing a large business mentor to compete for work, via a joint venture with its protégé, for which the large business mentor would otherwise be ineligible.

Comments submitted in response to the Final Rule expressed concern regarding how these changes would affect and alter competition for federal government contracts within the small business program.  Examples include those SBCs that are not able or willing to participate meaningfully in the Mentor-Protégé Program, but who will be facing competition for set-asides from joint ventures potentially out of their league in terms of resources and experience.  Also, due to the “Rule of Two” the new program likely will lead to increased set-asides in the event that two or more mentor-protégé joint ventures indicate they are qualified to perform the proposed contract.  The result could be fewer procurements available for non-small firms that are not able or willing to participate in the Mentor-Protégé Program. 

Overall, however, the SBA concluded that increased set-asides are beneficial in that they will allow more SBCs to obtain larger contracts and a greater number of contracts.  The SBA posits that this increase in set-asides and competition for set-asides could in turn lower prices to the Government for set-aside procurements. 

Nonetheless, the Final Rule puts in place certain restrictions to ensure benefit to the protégé firm and to avoid abuse by large businesses mentoring these protégés and entering into joint ventures.  Perhaps most notably, a mentor-protégé joint venture may not be populated for purposes of contract performance.  This means that although the joint venture may have its own separate employees to perform administrative functions, the employees performing the contract work must be employees of either the protégé or the mentor.  This requirement, in conjunction with the performance of work requirement for the protégé, is intended to ensure that the protégé performs work that will benefit the protégé “by developing new expertise, experience, and past performance.”  Similarly, the project manager for a contract must be an employee of the protégé.  Although the SBA will allow the project manager to be a new hire for the protégé, the protégé may not hire the project manager from the mentor’s employees. 

Similarly, the Final Rule also imposes the following administrative requirements on any such joint ventures, to include:

  • The joint venture agreement must be in writing, regardless of whether it exists as a formal or informal partnership or as a separate limited liability company or other separate legal entity. 
  • For set-aside contracts, the joint venture partners must certify that they will perform the contract in compliance with the joint venture regulations and their joint venture agreement.
  • Likewise, the joint venture partners must annually report to the SBA and the Contracting Officer “how they are meeting or have met the applicable performance of work requirements ....” 
  • The joint venture must be separately identified in the System for Award Management (SAM) as its own entity and have a separate DUNS number and CAGE number specifically for the joint venture.


Section 1641 of the NDAA 2013 prohibits the continuation of other agency-specific mentor-protégé programs absent approval by the SBA.  In this regard, there are several other mentor-protégé programs offered by various agencies that, among other things, offer contracting incentives to prime contractors serving as mentors.  Examples include allowing a Contracting Officer to give favorable consideration to a bidder with a mentor-protégé relationship in place, providing credit for the costs of mentorship toward subcontracting plan goals, reimbursement of mentoring costs and an annual mentor award.

It is unclear what the SBA’s expanded Mentor-Protégé Program will mean for the other agency mentor-protégé programs in the future.  As of now, the SBA is allowing these programs to continue for another year, after which the agencies (except the Department of Defense) must obtain SBA approval to continue to operate their programs.  The SBA expressed that, in light of the recent changes to the regulations, “conceivably other agency-specific mentor-protégé programs for small business would not be needed.”  Recognizing the benefits these other programs have offered, however, the Final Rule authorizes procuring agencies to provide incentives in the contract evaluation process to a mentor who will provide significant subcontracting work to its SBA-approved protégé firm.


For better or worse, the expansion of the SBA’s Mentor-Protégé Program to all SBCs is a significant change in government contracts.  Although the Final Rule addresses numerous changes to the SBA’s regulations, the full extent of which are beyond the scope of this alert, it is clear that the changes likely will spur new mentor-protégé relationships and increased competition in government contracts for set-aside work.  Whether the impact will be a benefit or a hindrance to competition and whether the SBA will be able to manage the sudden growth to come, only time will tell.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Williams Mullen | Attorney Advertising

Written by:

Williams Mullen

Williams Mullen on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.