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

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, February 6, 2020

Recorded event now available

or call 1-800-926-7926

This CLE course 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.


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. "Flowdown" 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 flowdown terms that result in high-yield, low-risk government contracting.



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


The panel will review these and other key issues:

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


Hewitt, Devon
Devon E. Hewitt

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

Smith Pachter McWhorter

Ms. Jochum is a partner in the firm's Government Contracts practice group. Her practice focuses on government...  |  Read More

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