Incorporating FAR Subcontractor Flowdown Terms in Government Contracts: Guidance for Primes and Subs

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

Conducted on Thursday, March 1, 2018

Recorded event now available

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Program Materials

This CLE webinar will explore the enduring prime-sub debates (and disputes) that often accompany the flowdown process and offers helpful risk mitigation techniques for all parties.


As most contractors are well aware, the government often requires that certain clauses be “flown-down” and incorporated in subcontracts with companies selected by the prime to help fulfill the government’s requirements. Prime contractors frequently attempt to flowdown each and every FAR clause incorporated in their prime contract, irrespective as to whether or not the clause is a “mandatory” flowdown. Subcontractors, in turn, routinely try to resist the inclusion of non-mandatory FAR clauses in their 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 incorporating 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. The Christian Doctrine
  4. Commercial vs. Noncommercial contracts
  5. Mandatory vs. “necessary” flowdown clauses
  6. Representations and certifications
  7. Contract negotiation techniques


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 related subcontracts?


Wulf, Cara
Cara A. Wulf, Attorney

McCarter & English

Ms. Wulf focuses her practice on government contracts and regulations. She has extensive experience counseling clients...  |  Read More

Zomer, Micah
Micah T. Zomer

Special Counsel
Foley & Lardner

As a member of the Government & Public Policy Practice, Mr. Zomer focuses his practice on issues related to...  |  Read More

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