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Clauses · FAR · Ethics and integrity

FAR 52.203-5 Covenant Against Contingent Fees

Does the regulation require it to flow down?

No

No paragraph requires flowing it down. Primes include it to extend to the sub the same warranty they gave the government — that nobody in the chain hired a contract 'fixer' on a success-fee basis.

A clause can reach your subcontract without a mandate. Once it is in your document, it is a contract term all the same. The missing mandate is a fact about the regulation. It is not a ruling on your order.

Checked against acquisition.gov on 2026-08-04 · edition MAY 2014 · base v0.9.3 Read the text ↗

What it makes you produce

One item for your checklist.

  1. Nothing to send, ever

    There is no paperwork here. It is a rule you follow while you perform the work.

    • Nothing to send — the clause is a warranty that nobody was hired on a success fee to land this contract, outside a bona fide employee or established selling agency

      FAR 52.203-5(a)

When it is used

Prescribed for prime contracts above the SAT ($350k), except commercial acquisitions — FAR 3.404. No flow-down mandate; it reaches the sub via template.

Read closely

(b) defines the two safe categories and the disqualifier they share: neither may exert improper influence or hold itself out as able to obtain Government contracts through it. Breach lets the Government annul the contract or recover the full contingent fee, which makes a sales representative's agreement worth reading before signature rather than after.

The 7 templates that name it, with the line
233RTX Flowdown of U.S. Government Contract Clauses Under U.S. Government ContractsRTXline 816105Raytheon TC-002 — Supplement 1: Government Contract Provisions from the FARRTXline 186255GD Mission Systems SCM-TMP-005 — General Provisions, Firm Fixed Price PO under U.S. Government Contract (Non-Commercial)General Dynamicsline 910243GD Mission Systems SCM-TMP-048 — T&M Purchase Orders for Non-Commercial Items in Support of a U.S. Government ContractGeneral Dynamicsline 1802240L3Harris LGL-50.F1 — General T&C and Flowdown Clauses for Other Than Commercial Products/Services under a U.S. Government ContractL3Harrisline 1271273BAE Systems Inc. USGOVA — FAR/DFARS Flow Down Provisions for Subcontracts/Purchase Orders under a U.S. Government (DoD) Prime ContractBAE Systemsline 689178AAR Component Services NY — U.S. Government Contract FAR and DFARS Clauses Incorporated by ReferenceAAR Corpline 60

Source: acquisition.gov, FAR 52.203-5 + prescription 3.404 (verified 2026-08-04)

This is research, not legal advice. It states what the regulation says about this clause and cites the paragraph behind it. It does not rule on your order, and it does not rule on whether a prime's markings are correct.