Flow-Down Clauses in Federal Government Contracts - Tutorial 1 (Fundamentals)
On December 16, 2024, the new Cybersecurity Maturity Model Certification (CMMC) 2.0 program from the U.S. Department of Defense (DoD) will go into effect. CMMC 2.0 aims to improve cybersecurity standards within the defense...more
Flow-down (or “pass-through” or “conduit”) clauses are a common feature in construction contracts, particularly in projects involving multiple tiers of contracts. These clauses are intended to ensure the terms and conditions...more
In addition to prohibiting the flow-down of non-mandatory FAR/DFARS clauses (which we talk about here), the Department of Defense (“DOD”) Final Rule in connection with the Defense Federal Acquisition Regulation Supplement...more
On November 17, 2023, the Department of Defense (“DOD”) published a Final Rule – over five years in the making – addressing DOD policies regarding the applicability of laws to commercial products, commercial services, and...more
A contractor’s claims against the government for constructive acceleration and delays are governed, in part, by the applicable clauses of the Federal Acquisition Regulations (FAR) incorporated into its contract with the...more
Government contractors often "flow down" contract clauses from the Federal Acquisition Regulation (FAR) and its supplements to their subcontractors, including clauses related to changes (e.g., FAR 52.243-1) and excusable...more
Most subcontracts include a flow through provision (also called flow down and incorporation clauses) stating that the subcontractor and contractor are bound by the same obligations as set forth in the prime contract between...more
Please join us for the fourth episode of Wiley’s Federal Infrastructure Webinar series, a series of webinars that will bring together attorneys from across the firm to discuss current developments relating to the federal...more
Cybersecurity has been an important topic for many years now, yet the government has struggled with how to flow down cybersecurity obligations to its supply chain. The Department of Defense’s (DOD) Cybersecurity Maturity...more
Federal government contractors and subcontractors often struggle with flow-down clauses. Fundamentally, prime and subcontractors squabble over flow-down clauses because they involve assumption of risk. A prime contractor has...more
Executive Order 14042 (Ensuring Adequate COVID Safety Protocols for Federal Contractors), the resulting guidance and the recent array of class deviation contract clauses create interesting and novel federal contract...more
Subcontractors must pay close attention to provisions in their subcontract that refer back to terms in the prime contract. These provisions are commonly referred to as "flow-down" clauses. Most subs are, of course, familiar...more
I recently had the chance to visit with Travis Miller, General Counsel (GC), and I discuss how the regulatory requirements of the Federal Acquisitions Regulations (FARs) impact access to markets and supply chain compliance....more
For over a year now, federal defense contractors have been required to comply with Defense Federal Acquisition Regulation Supplement (DFARS) Clause 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident...more
Eugene Water & Elec. Bd. v. MWH Americas, Inc., 2018 Ore. App. LEXIS 879 (July 25, 2018) On July 25, 2018, an Oregon appellate court concluded that a pair of subcontractors could not compel an owner to arbitrate its claims...more
Pay-if-paid clauses provide that a general contractor is not required to pay subcontractors unless and until it receives payment from the owner. The ConsensusDocs Standard Agreement 655 provides the following example: Receipt...more
In this presentation: - Negotiating A Definitive Work Share Clause - In Teaming Agreements - In Subcontracts - Clauses Requiring Escrow Accounts To Ensure Prompt Payments - Terminations ...more
The U.S. Department of Defense (DOD) published, on May 6, 2014, its first set of final regulations imposing specific obligations on defense contractors and their suppliers for the detection and avoidance of counterfeit...more
Construction work done under an agreement between a general contractor and a subcontractor clearly has the property owner—the ultimate recipient of the construction work—in mind. It is somewhat counterintuitive, then, that...more