| {"clause_number": "DFARS 252.204-7012", "clause_title": "Safeguarding Covered Defense Information and Cyber Incident Reporting", "regulation_family": "DFARS", "effective_date_verified": "2023-01", "output": {"mandatory_flowdown": true, "flowdown_conditions": "Subcontracts or similar instruments for operationally critical support, or for which subcontract performance will involve covered defense information, including subcontracts for commercial products or commercial services, included without alteration except to identify the parties.", "statutory_flowdown_trigger_phrase": "Include this clause, including this paragraph (m), in subcontracts, or similar contractual instruments, for operationally critical support, or for which subcontract performance will involve covered defense information, including subcontracts for commercial products or commercial services, without alteration, except to identify the parties.", "primary_obligation": "The Contractor must provide adequate security on all covered contractor information systems, including implementing NIST SP 800-171 on systems that are not part of an IT service or system operated on behalf of the Government, and must rapidly report qualifying cyber incidents to DoD within 72 hours of discovery.", "contractor_action_items": ["Implement, at a minimum, the information security protections in paragraph (b), including NIST SP 800-171 as in effect at the time the solicitation is issued or as authorized by the Contracting Officer, on covered contractor information systems that are not part of an IT service or system operated on behalf of the Government.", "On discovery of a cyber incident that affects a covered contractor information system or the covered defense information residing therein, or that affects the contractor's ability to perform contract requirements marked as historically significant, conduct a review for evidence of compromise and report the incident to DoD at https://dibnet.dod.mil within 72 hours of discovery.", "Include this clause, including paragraph (m), without alteration except to identify the parties, in subcontracts or similar instruments for operationally critical support or for which subcontract performance will involve covered defense information, including commercial products or commercial services."], "remedy_penalty": "Failure to safeguard covered defense information or to report a cyber incident within 72 hours is a material noncompliance with a mandatory DFARS clause. Where the clause text is silent on a specific penalty, standard FAR Part 49 remedies apply, including termination for default or cause, and FAR Part 9 administrative remedies apply, including suspension or debarment. False or incomplete incident reporting can also support False Claims Act (31 U.S.C. § 3729) liability and an adverse CPARS evaluation.", "risk_level": "CRITICAL", "risk_rationale": "The clause imposes mandatory cyber incident reporting to DoD within 72 hours of discovery and a minimum adequate-security duty, including NIST SP 800-171, on covered contractor information systems. Under the stated criteria, mandatory cybersecurity breach reporting is CRITICAL. The solicitation context confirms the contract involves Covered Defense Information and third-party development, so the paragraph (m) flowdown is triggered.", "prescribed_amendment_language": "The Subcontractor shall comply with DFARS 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting (Jan 2023), including paragraph (m), without alteration except to identify the parties. The Subcontractor shall provide adequate security on all covered contractor information systems and, for systems not part of an IT service or system operated on behalf of the Government, shall implement NIST SP 800-171 as in effect at the time the solicitation is issued or as authorized by the Contracting Officer. When the Subcontractor discovers a cyber incident that affects a covered contractor information system or the covered defense information residing therein, or that affects the Subcontractor's ability to perform requirements of the contract that are marked as being historically significant, the Subcontractor shall conduct a review for evidence of compromise and rapidly report the cyber incident to DoD at https://dibnet.dod.mil within 72 hours of discovery, and shall notify the Prime Contractor of that report at the same time. This clause applies because subcontract performance involves covered defense information and operationally critical support, including commercial products or commercial services, and the Subcontractor shall include this clause, including paragraph (m), in lower-tier subcontracts on the same basis.", "audit_proof_quote": "Rapidly report cyber incidents to DoD at https://dibnet.dod.mil within 72 hours of discovery."}} | |
| {"clause_number": "FAR 52.219-14", "clause_title": "Limitations on Subcontracting", "regulation_family": "FAR", "effective_date_verified": "2022-10", "output": {"mandatory_flowdown": false, "flowdown_conditions": "None / Not applicable", "statutory_flowdown_trigger_phrase": null, "primary_obligation": "On a covered set-aside, the Contractor agrees that it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities for services (except construction), or the matching supply cap excluding materials, and not more than 85 percent for general construction or 75 percent for special-trade construction.", "contractor_action_items": ["Track amounts paid by the Government for contract performance and amounts paid to subcontractors that are not similarly situated entities, and apply the 50, 75, or 85 percent cap that matches the assigned NAICS code.", "Treat an independent contractor as a subcontractor, and count work that a similarly situated entity further subcontracts toward the prime contractor's cap.", "Measure compliance by the end of the base term and each option period, or by the end of the performance period for each order, as checked by the Contracting Officer."], "remedy_penalty": "The clause text states no separate penalty. A failure to stay inside the stated percentage limits is enforced through standard FAR Part 49 remedies, including termination for default or cause, and FAR Part 9 remedies, including suspension or debarment, and it supports an adverse CPARS evaluation.", "risk_level": "MEDIUM", "risk_rationale": "The clause is an ongoing performance limitation and compliance-monitoring duty, not a mandatory flowdown, an immediate bid-disqualification rule, or a mandatory fraud or cyber reporting trigger. The supplied text does not impose liquidated damages or a termination mandate, so the risk is operational compliance rather than CRITICAL or HIGH.", "prescribed_amendment_language": "Subcontractor acknowledges that, for purposes of FAR 52.219-14, Limitations on Subcontracting (Oct 2022), an independent contractor is a subcontractor, and any work Subcontractor further subcontracts will count toward the Prime Contractor's applicable percentage cap on payments to entities that are not similarly situated. Subcontractor shall not further subcontract work under this agreement except with the Prime Contractor's prior written consent, and shall report, on request, the amounts paid to any lower-tier entity so the Prime Contractor can demonstrate it has not exceeded the applicable cap.", "audit_proof_quote": "it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities."}} | |
| {"clause_number": "FAR 52.203-13", "clause_title": "Contractor Code of Business Ethics and Conduct", "regulation_family": "FAR", "effective_date_verified": "2021-11", "output": {"mandatory_flowdown": true, "flowdown_conditions": "Subcontracts that exceed the threshold specified in FAR 3.1004(a) on the date of subcontract award and have a performance period of more than 120 days. FAR 3.1004(a), FAC 2026-01, effective 2026-03-13, currently sets that contract-clause threshold at $7.5 million and a performance period of 120 days or more. The clause text does not hard-code a dollar figure.", "statutory_flowdown_trigger_phrase": "The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that exceed the threshold specified in FAR 3.1004(a) on the date of subcontract award and a performance period of more than 120 days.", "primary_obligation": "Within 30 days after award, unless the Contracting Officer allows longer, the Contractor must have a written code of business ethics and conduct and make it available to each employee performing the contract, and must timely disclose in writing to the agency Office of the Inspector General, with a copy to the Contracting Officer, credible evidence of specified Title 18 fraud, conflict of interest, bribery, or gratuity violations, or of a civil False Claims Act violation, in connection with award, performance, or closeout.", "contractor_action_items": ["Within 30 days after contract award, adopt a written code of business ethics and conduct and make a copy available to each employee engaged in performance of the contract.", "Unless the Contractor represented itself as a small business for the award, or the contract is for a commercial product or commercial service, establish within 90 days an ongoing business ethics awareness and compliance program and an internal control system.", "Timely disclose, in writing, to the agency OIG, with a copy to the Contracting Officer, credible evidence that a principal, employee, agent, or subcontractor has committed a covered Title 18 violation or a civil False Claims Act violation in connection with award, performance, or closeout.", "Include the substance of this clause, including paragraph (d), in subcontracts that exceed the FAR 3.1004(a) threshold on the date of subcontract award and have a performance period of more than 120 days, and direct all such disclosures to the agency OIG with a copy to the Contracting Officer."], "remedy_penalty": "The clause text states no separate liquidated-damages figure. Failure to maintain the code, the required program and internal controls, or to make the required OIG disclosure is enforced through FAR Part 49 termination for default or cause and FAR Part 9 suspension or debarment, and it supports an adverse CPARS evaluation. A disclosure duty that is ignored after credible evidence of a civil False Claims Act violation also leaves False Claims Act (31 U.S.C. 3729-3733) exposure, which the clause itself names.", "risk_level": "HIGH", "risk_rationale": "Paragraph (d) is an explicit mandatory flowdown, and paragraph (b) imposes a written ethics code plus a timely written disclosure to the agency OIG of credible evidence of specified Title 18 offenses or a civil False Claims Act violation. That is a material compliance and disclosure duty, not a routine notice. It is not scored CRITICAL because the clause text does not itself impose immediate bid disqualification, criminal liability, mandatory cybersecurity incident reporting, or mandatory termination.", "prescribed_amendment_language": "Subcontractor shall comply with the substance of FAR 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021), including paragraph (d). Within 30 days after subcontract award, unless a longer period is allowed, Subcontractor shall have a written code of business ethics and conduct and make a copy available to each employee engaged in performance of this subcontract. Subcontractor shall timely disclose, in writing, to the agency Office of the Inspector General, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this subcontract, Subcontractor has credible evidence that a principal, employee, agent, or subcontractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code, or a violation of the civil False Claims Act (31 U.S.C. 3729-3733). Subcontractor shall include the substance of this clause, including this paragraph, in lower-tier subcontracts that exceed the threshold specified in FAR 3.1004(a) on the date of subcontract award and have a performance period of more than 120 days.", "audit_proof_quote": "The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence"}} | |