FAR Subcontractor Flowdown Terms: Contract Negotiation Strategies for Primes and Subs

Recording of a 90-minute CLE webinar with Q&A

Conducted on Wednesday, January 11, 2017
Recorded event now available

This CLE webinar will prepare business counsel representing prime contractors or subcontractors in federal government contracts to negotiate and implement the complex Federal Acquisition Regulations (FAR) subcontractor flowdown terms and requirements, including the mandatory flowdown of new disclosure requirements under the Fair Play and Safe Workplaces Final Rule.


Federal government contracting opportunities remain steady. Often, many of the terms in contracts between the federal government and prime contractors are included as flowdown clauses in contracts between the prime contractor and its subcontractors. Prime contractors frequently attempt to flowdown each and every clause set forth in the FAR to guard against potential liability for third-party conduct.

The new Fair Play and Safe Workplaces Final Rule, which became effective Oct. 25, 2016, introduces a new disclosure requirement that prime contractors and subcontractors must flowdown in certain subcontracts.

Subcontractors must carefully analyze and negotiate flowdown clauses to avoid assuming unnecessary obligations under the FAR. Intentional or negligent noncompliance with FAR requirements can result in fines, imprisonment and temporary debarment from obtaining federal contracts.

Listen as our authoritative panel of government contracts attorneys explains the unique requirements and legal risks of subcontracting with a federal government prime contractor and provides best practices for both prime contractors and subcontractors when negotiating and implementing flowdown terms.


  1. What is a flowdown provision?
  2. Considerations for primes and subs when deciding which type of subcontract to enter
    1. Fixed price
    2. Cost reimbursement
    3. Cost-plus-fixed-fee
    4. Time and materials
    5. Commercial item
    6. GSA Schedule
  3. The Christian Doctrine
  4. Mandatory vs. discretionary flowdown clauses
  5. New requirements under Fair Play and Safe Workplaces Final Rule
  6. Representations and certifications
  7. Implementing flowdown obligations


The panel will review these and other key issues:

  • How can prime contractors and subcontractors determine which flowdown clauses should be included in their FAR contracts and which clauses should not be included?
  • How can prime contractors and subcontractors and their counsel ensure that their conduct under a subcontract complies with the various relevant regulatory requirements governing federal government contracts and subcontracts?
  • What are some effective negotiation strategies for prime contractors and subcontractors when drafting subcontracts?
  • What do government contracts attorneys need to know to ensure compliance with the flowdown requirements of the Fair Play and Safe Workplaces Final Rule?


Holly A. Roth, Partner
Reed Smith, Washington, D.C.

Ms. Roth has more than 20 years of government contracts experience. She focuses her practice on a wide range of counseling and litigation relating to federal, state, and local government procurement matters as well as federal assistance agreements and grants. Ms. Roth advises clients on compliance programs, protests, claims, disputes, Office of Inspector General audit and investigation responses, and proposed suspensions and debarments.

Stephen B. Shapiro, Partner
Holland & Knight, Washington, D.C.

Mr. Shapiro focuses on construction law, public contracts and commercial litigation. He has developed extensive legal experience in all aspects of government and commercial contracts, construction procurement, contract administration, bid protests, claims, dispute resolution and litigation, regulatory compliance and subcontractor, supplier and surety relations.


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Program Materials

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Program Materials

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CLE Credits

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Customer Reviews

I thought the program was very informative and it helped me in determining what additional research and evaluation is needed on current subcontractor agreements.

Jeannine Ford

Experian Information Solutions

Great program.

Jennifer Doran

Hinckley, Allen & Snyder

I liked the concise and clear presentation of the subject matter.

Arthur Glassman

Moss & Barnett

The presentation was perfect - not too technical or legal. Keep up the good work!!

Patricia Embley

I thought the content covered in the webinar was very helpful.

Stephanie Hooks


Business Contracts and Franchise Advisory Board

Vincent R. Martorana

Assistant General Counsel


Charles (C. J.) Schoenwetter


Bowman and Brooke

Rochelle Spandorf


Davis Wright Tremaine

Craig Tractenberg


Fox Rothschild

Les Wharton

Chief Legal Officer

Coverall North America

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