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 7, 2019

Recorded event now available

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Program Materials

This CLE webinar will prepare 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. The panel will offer best practices—including distinguishing between mandatory and merely "necessary" flowdowns—to enable counsel to structure agreements that result in high-yield, low-risk government contracting.

Description

A marked increase in federal procurement spending during the past two years has fueled a surge in federal government contracting opportunities. From government-wide acquisition contracts to small business and simplified acquisitions, spending is on the rise. But doing business with the federal government generates a highly specialized set of legal issues, particularly given the current emphasis on oversight, compliance and mandatory disclosure of wrongdoing.

Under a U.S. government prime contract, subcontract management is a hybrid of the company's commercial subcontracting requirements and those of the federal government. “Flow-down” provisions remain one of the most challenging aspects of government contracting, with consequences that reach beyond subcontract compliance and which can affect every aspect of both the prime contractor’s and subcontractor’s business.

Listen as our seasoned panel of practitioners explains the unique requirements and legal risks of subcontracting with government contractors and provides unique insights for prime contractors and subcontractors when negotiating flow-down terms that result in high-yield, low-risk government contracting.

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Outline

  1. What is a “flow-down” clause
  2. Understanding FAR provisions vs. FAR clauses
  3. Applicability of “flow-down” clauses to different types of contracts
    1. Fixed price
    2. Cost reimbursement
  4. Mandatory vs. “necessary” vs. “applicable” “flow-down” clauses
    1. Christian Doctrine
    2. Subcontract substitution language
  5. FAR “flow-down” clauses vs. commercial clauses
  6. Best practices for negotiating FAR “flow-down” clauses

Benefits

The panel will review these and other key issues:

  • Understanding the purpose and procedures regarding FAR clauses and the need to “flow-down” these clauses in various types of subcontracts
  • Understanding the implications of including or omitting certain “flow-down” clauses in federal subcontracts
  • Understanding the impact of FAR flow-down clauses in a subcontract on other, primarily commercial, subcontract provisions
  • Understanding the most efficient and effective way to negotiate the “flow-down” of prime contract FAR clauses to subcontracts

Faculty

Hewitt, Devon
Devon E. Hewitt

Partner
Protorae Law

Ms. Hewitt has over 25 years of experience in the field of government contracts and represents emerging, small,...  |  Read More

Jochum, Elizabeth
Elizabeth N. Jochum

Atty
Holland & Knight

Ms. Jochum's practice focuses on government contracts and white collar defense. She represents government...  |  Read More

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