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HHS Small Business Program Policy Manual

Effective, Monday, September 10, 2012, the HHS OSDBU has placed a temporary moratorium for new applicants for the Mentor-Protégé Program. Our team is revamping this important initiative to provide additional incentives to all participating and future mentors and protégés.

Please Subscribe to our email notifications to receive updates when the Mentor Protégé Program resumes.  Thank you for your patience.

Chapter 14: Mentor Protégé Program

Topics in this Chapter: 

  1. Background
  2. Definitions
  3. Non-Affiliation
  4. General Policy
  5. Incentives for Mentor Participation
  6. Measurement of Program Success
  7. Eligibility of Mentor Firms
  8. Eligibility of Protégé Firms
  9. Selection of Protégé Firms
  10. Application Process for Mentor-Protégé Teams to Participate in the Program
  11. HHS Review and Approval of Mentor-Protégé Application
  12. Developmental Assistance
  13. Obligation
  14. Internal Controls
  15. Reports
  16. Program Review
  17. Solicitation Provision and Contract Clause

Solicitation Provision And Contract Clause

This part sets forth policy and procedure about HHS' Mentor Protégé Program (MPP).  It expands on key aspects of the U.S. Health and Human Services Acquisition Regulations (HHSAR).


    The Mentor-Protégé Program is an HHS initiative originally established to provide an opportunity for eligible small businesses (including small disadvantaged business (SDB), women-owned (WOSB) small business, Historically Underutilized Business Zone small business (HUBZone), veteran-owned small business (VOSB), and service-disabled veteran-owned small business (SDVOSB) concerns) to receive developmental assistance in business and/or technical areas from experienced large businesses performing as HHS contractors, in order to assist the small businesses in improving and expanding their capabilities to perform contracts and subcontracts for HHS and its’ prime contractors. It is anticipated this mentoring experience will also be a catalyst in the Protégé becoming a successful subcontractor to other government agencies and contractors in the private sector. Further, it is expected that this experience will foster a long-term relationship between the Mentor and the Protégé, and provide increased opportunities and resources that will contribute to the Protégé’s growth. The program is designed to expand HHS small business vendor base, increase subcontracting and prime contracting opportunities for small businesses, and foster the establishment of long-term business relationships between HHS large prime contractors and small businesses.

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    1. MENTOR, as used in the MPP, means a large business concern (in the NAICS they are providing developmental assistance) that demonstrates the commitment and capability to assist in the development of a small business protégé. This may include non-profit organizations and academic institutions.
    2. PROTÉGÉ, as used in the MPP, means a small business concern that is independently owned and operated, not dominant in its field (See FAR Part 19.001 and FAR Part 19.102), and meets federal size standards in its primary North American Industry Classification System (NAICS) code. This includes small business, SDB, WOSB, HUBZone, VOSB, and SDVOSB.

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    For the purpose of qualifying as a small business as defined in Section B of this chapter, a protégé firm may not be considered an affiliate of a mentor firm solely on the basis that the protégé firm has or will receive developmental assistance from the mentor firm under this program.

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    1. Eligible large businesses, as defined in Section G of this document, will enter into a 36-month agreement with eligible protégés. Mentors will provide appropriate developmental assistance to enhance the capabilities of protégés to perform as prime contractors or subcontractors.
    2. Mentor-Protégé (MP) activity will be available to HHS contracts when the requirement for a subcontracting plan is anticipated.

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    1. Mentors may receive credit toward attaining subcontracting goals contained in the HHS subcontracting plan(s) for MP participation on a dollar by dollar basis by counting protégé developmental assistance costs in their various small business subcontracting categories.
      Developmental assistance costs incurred by a mentor for providing assistance to a protégé pursuant to an approved Mentor-Protégé Agreement (MPA) may be credited to the socioeconomic category of an HHS Subcontracting Plan as if the costs were incurred in a subcontract awarded to that protégé. Credit is given for the sole purpose of determining the performance of the mentor in attaining an applicable subcontracting goal established under any contract containing a subcontracting plan pursuant to the clause at FAR 52.219-9, Small Business Subcontracting Plan.
    2. Mentors may be eligible for a non-monetary award presented to the mentor firm providing the most effective developmental support to a protégé at the conclusion of the 36-month MPA. One award will be given annually. The Mentor Protégé Award Recipient will be selected through a self nomination process. Each nomination will be reviewed and judged by an Award Committee selected by the HHS OSDBU. The two categories judged are: 1) Developmental Assistance Accomplishments; and 2) HHS contracts and/or Subcontracts Obtained.
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    The overall success of the HHS MPP, encompassing all participating mentors and protégés will be measured by the extent to which it results in:
    1. An increase in the quality of the technical, managerial, financial, or other capabilities of the protégé firm as reported by the protégé, and the developmental assistance provided by the mentor firm.
    2. An increase in the number and dollar value of contract and subcontract awards to protégé firms since the time of their entry into the program attributable to the mentor-protégé relationship (under HHS contracts, contracts awarded by other Federal agencies and under commercial contracts).

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    1. The large prime contractor must have a current HHS contract with an approved federal subcontracting plan, as required by FAR 19.7 (The Small Business Subcontracting Program); and
    2. Must be eligible for receipt of federal contracts (The HHS MPP excludes firms on the Excluded Parties List System.)
    3. Mentors will be encouraged to identify and select:
      1. Broad base of small business firms whose core competencies support the HHS mission; and
      2. Protégés, in addition to firms, with whom they have established business relationships.
    4. Mentors may have multiple protégés. Mentors participating in other Federal agencies' MPP, in addition to the HHS program, should maintain a system for preparing separate reports of mentoring activity for each agency's program.

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    1. For selection as a protégé, a firm must be:
      1. Eligible as defined in Section B of this chapter and maintain that status for the life of the Agreement; and
      2. Eligible for receipt of federal contracts. (The HHS MPP excludes firms on the Excluded Parties List System.)
    2. A protégé firm shall declare to a mentor firm that it meets the requirements set forth in paragraph (a) of this section. Mentor firms may rely in good faith on written business declarations consistent with the guidance cited in FAR 52.219-1, SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2004) by potential protégés as evidence of eligibility to participate. (Note: If Protégé eligibility expires prior to the end of the Agreement period, the Agreement may still be approved for the entire Agreement period but must include the condition that any credit received is subject to the Protégé's recertification).
    3. The protégé may not have more than one HHS mentor at a time. Protégés participating in other Federal agencies' MPP, in addition to the HHS program, shall maintain a system for preparing separate reports of the mentor's activity for each agency's program.

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    1. Mentor firms will be solely responsible for selecting protégé firms. The mentor is encouraged to identify and select the types of protégé firms listed in Section B of this chapter.
    2. Prior to submitting a MPA application, the Mentor must perform a needs assessment of the Protégé to determine what type of developmental assistance is required. While the needs assessment does not need to be submitted with the agreement package, the signatures on the agreement will indicate compliance. Typical examples of developmental assistance may either be related to technical transfer or business infrastructure. The dollar value associated with the technical transfer tasks should be approximately 70% of the proposed hours and cost. The remaining 30% may be related to business development tasks.
    3. The selection of protégé firms by mentor firms may not be protested, except as in paragraph (d) of this section.
    4. Any dispute regarding the size or eligibility status of an entity selected by a mentor to be a protégé shall be forwarded by the HHS OSDBU to Small Business Administration (SBA) for resolution.

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    1. Firms interested in becoming approved mentor-protégé participants must submit a joint HHS MP Application to the OSDBU for review and approval. The MP Application and a sample of the MPA are located on the OSDBU website: The MP Application will be evaluated on the extent to which the mentor firm plans to provide developmental assistance. The MP Application shall be submitted electronically to be considered for HHS approval.
    2. The MP Application must contain:
      1. OSDBU Tracking Number (Provided by the OSDBU office);
      2. Name and address of mentor and protégé firm and a point of contact within both firms who will oversee the agreement;
      3. A statement from the protégé representing that the firm is currently eligible as a small business to participate in the MPP;
      4. A description of the type of developmental program that will be provided by the mentor firm to the protégé firm, to include a description of the potential subcontract work;
      5. A schedule with milestones for providing assistance
      6. Criteria to evaluate the protégé's developmental success to measure the effectiveness of the protégé's capabilities and how the mentor's assistance will potentially increase contracting and subcontracting opportunities for the protégé firm;
      7. An estimate of the total cost (including the cost breakdown) of developmental assistance provided to the protégé by the mentor for the 36 month period;
      8. Program participation term of 36 months with a mid-term review at the 18 month interval;
      9. A listing of the anticipated number and types of subcontracts to be awarded to the protégé firm;
      10. Procedures for the Mentor firm to notify the protégé firm, OSDBU, and the contracting officer, in writing, at least 30 business days in advance of the mentor firm's intent to voluntarily withdraw from the program; and procedures for a protégé firm to notify the mentor firm in writing at least 30 business days in advance of the protégé firm's intent to voluntarily terminate of the MPA;
      11. Plan for accomplishing work should the agreement be terminated;
      12. Other terms and conditions as appropriate; and
      13. Signed application with signatures and dates.

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    1. Submission deadlines:
      1. Submission deadlines for MP applications are October 15, March 15 and June 15.
      2. MP applications received after the established dates will be not be accepted. MP Teams are encouraged to resubmit their applications on the next submission date.
    2. The MP application will be evaluated based upon the description of the nature and extent of technical and managerial support proposed.
      • Merit of the developmental assistance to the Protégé firm;
      • Perceived benefit/value of the agreement to HHS;
      • Percentage of hours associated with technical transfer;
      • Subcontracting opportunities available to the Protégé and;
      • Proposed cost.
    3. Upon finding deficiencies that HHS considers correctable, the OSDBU will notify the mentor and request information to be provided to correct the deficiencies.
    4. This review will be completed no later than 45 business days after receipt by the OSDBU, and written approval or rejection of the application will be provided to each party.
    5. Upon application approval, the mentor shall implement the developmental assistance program.
    6. The list of Approved Mentor-Protégé firms will be posted on the OSDBU website.

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    Developmental assistance provided under an approved MPA is distinct from, and must not duplicate, any effort that is the normal and expected product of the award and administration of the mentor's subcontracts. Costs associated with the latter must be accumulated and charged in accordance with the contractor's approved accounting practices; NOTE: they are not considered developmental assistance costs and not eligible for credit under this Program.

    The forms of developmental assistance a mentor firm can provide to a protégé firm include:
    1. Management guidance related to -
      1. Financial management
      2. Organizational management
      3. Overall business management/planning
      4. Business development
      5. Technical assistance
    2. Award of subcontracts under HHS or other Federal and commercial contracts on a non competitive basis
    3. Rent-free use of facilities and/or equipment
    4. Temporary assignment of personnel to the protégé firm for the purpose of training
    5. Property
    6. Loans
    7. Any other types of mutually beneficial assistance

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    Mentor or protégé firms may voluntarily withdraw from the program as mutually agreed to by both the mentor and protégé firms. However, in no event shall such withdrawal impact the program mission or the contractual obligations held by either party.

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    The HHS OSDBU will manage the program. Internal controls such as the following will be established by the OSDBU to achieve the stated program objectives (and to offer checks and balances against undesired actions or consequences) such as:
    1. Reviewing and evaluating mentor applications for realism, validity, and accuracy of information provided;
    2. Conducting a mid-term evaluation at an 18-month interval (out of a 36-month agreement) to measure protégé progress against the developmental plan contained in the approved agreement;
    3. Site visits and/or conference calls may be conducted as part of the review process anytime during the life of this agreement; and
    4. The HHS may rescind approval of an existing MPA if it determines that such actions are in HHS' best interest. Rescission shall be in writing and sent to the mentor and protégé after approval by the Director, OSDBU. Rescission of an agreement does not change the contractual obligations held by either party.

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  15. REPORTS 

    A written progress report shall be submitted to the HHS OSDBU and the HHS MP Program Manager 30 calendar days after each 6 and 12 month period from the date the application has been approved. Mentor and protégé firms shall submit a "lessons learned" evaluation as part of each 12 month progress report. A final progress report shall be submitted 30 calendar days after completion of the MP participation period. A sample of the Mentor and Protégé Report is located on the OSDBU website: Mentors and Protégé's must each submit their own separately developed reports using the Progress Report Form template(s). The HHS will evaluate these reports by considering the following:
    1. Specific actions taken by the contractor, during the evaluation period, to increase the participation of protégés as suppliers to the Federal Government and to commercial entities;
    2. Specific actions taken by the mentor, during the evaluation period, to develop the technical and corporate administrative expertise of a protégé as defined in the agreement; /li>
    3. To what extent the protégé has met the developmental objectives in the agreement; and
    4. To what extent the mentor firm's participation in the MPP resulted in the protégé receiving contract(s) and subcontract(s) from private firms and agencies other than the HHS.

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    A briefing, scheduled by the OSDBU, shall be conducted by the mentor and protégé at the 18 and 36-month period to present program accomplishments pursuant to the MPA.

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  17. Solicitation provision and contract clause
    1. The Contacting Officer shall insert the provision in 352.219-70, Mentor-Protégé Program, in solicitations that include the clause in FAR 52.219-9, Small Business Subcontracting Plan. The provision requires that offerors provide the Contracting Officer a copy of the HHS Office of Small and Disadvantaged Business Utilization (OSDBU)-approved mentor-protégé agreement in response to a solicitation.
    2. The Contacting Officer shall insert the clause in 352.219-71, Mentor-Protégé Program Reporting Requirements, in contracts that include the clause in FAR 52.219-9, Small Business Subcontracting Plan, and which are awarded to a contractor with an HHS OSDBU-approved mentor-protégé agreement.

 Solicitation provision and contract clause

352.219-70 Mentor-Protégé Program. 

As prescribed in 319.270-1(a), the Contracting Officer shall insert the following provision:

Mentor-Protégé Program (January 2010)

  1. Large business prime contractors serving as mentors in the HHS Mentor-Protégé program are eligible for HHS subcontracting plan credit, and shall submit a copy of their HHS Office of Small and Disadvantaged Business Utilization (OSDBU)-approved mentor protégé agreements as part of their offers. The amount of credit provided by the Contracting Officer to a mentor firm for protégé firm developmental assistance costs shall be calculated on a dollar for dollar basis and reported by the mentor firm in the Summary Subcontract Report via the Electronic Subcontracting Reporting System (eSRS) at The mentor firm and protégé firm shall submit to the Contracting Officer a signed joint statement agreeing on the dollar value of the developmental assistance the mentor firm provided. (For example, a mentor firm would report a $10,000 subcontract awarded to a protégé firm and provision of $5,000 of developmental assistance as $15,000 of developmental assistance.) The mentor firm may use this additional credit towards attaining its subcontracting plan participation goal under this contract.
  2. The program consists of-
    1. Mentor firms - large businesses that: (i) demonstrate the interest, commitment, and capability to provide developmental assistance to small business protégé firms; and (ii) have a Mentor-Protégé agreement approved by HHS' OSDBU;
    2. Protégé firms - firms that: (i) seek developmental assistance; (i) qualify as small businesses, veteran-owned small businesses, service-disabled veteran-owned small businesses, HUBZone small businesses, small disadvantaged businesses, or woman-owned businesses; and (iii) have a Mentor-Protégé agreement approved by HHS' OSDBU; and
    3. Mentor-Protégé Agreements - joint agreements, approved by HHS' OSDBU, which detail the specific terms, conditions, and responsibilities of the mentor-protégé relationship.

      (End of provision)

352.219-71 Mentor-Protégé Program Reporting Requirements.

As prescribed in 319.270-1(b), the Contracting Officer shall insert the following clause:

Mentor-Protégé Program Reporting Requirements
 (January 2010)

The Contractor shall comply with all reporting requirements specified in its Mentor-Protégé agreement approved by HHS' OSDBU.

(End of clause)

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Content created by Assist. Sec./Financial Resources - Small/Disadvantaged Business
Content last reviewed on July 25, 2014