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Clauses · FAR · Pricing and audit

FAR 52.214-28 Subcontractor Certified Cost or Pricing Data-Modifications-Sealed Bidding

Does the regulation require it to flow down?

Yes

Paragraph (d): 'The Contractor shall insert the substance of this clause, including this paragraph (d), in each subcontract that, when entered into, exceeds the threshold for submission of certified cost or pricing data in FAR 15.403-4(a)(1)' — i.e. every subcontract over $2.5M, at every tier, with no commercial-subcontract exception written into the clause (the exception comes from FAR 15.403-1(c)(3) instead)

Form
substance, including paragraph (d) itself — self-perpetuating
Reaches
all tiers

Checked against acquisition.gov on 2026-08-05 · edition Jun 2020 (Basic; Alt I Oct 2025) · base v0.9.3 Read the text ↗

What it makes you produce

2 items for your checklist, slowest first.

  1. Something you write

    Days to weeks, and nobody outside your company has to agree to it.

    • The substance of this clause, including paragraph (d) itself, written into your own subcontracts

      Owed on each subcontract that, when entered into, exceeds the certified cost or pricing data threshold at FAR 15.403-4(a)(1) — $2.5 million

      FAR 52.214-28(d)

  2. Nothing to send now

    It does not hold the order. It decides what money moves later — what you can claim, what can be claimed from you, and what can be held back — and none of that changes after signature.

    • The certified cost or pricing data in FAR Table 15-2 form, and the FAR 15.406-2 certification, that you collect from your own supplier before closing on a lower-tier award or modification above the threshold — held in the file behind your price

      FAR 52.214-28(b) and (c)

When it is used

FAR 14.201-7(c)(1)(i): the contracting officer inserts this clause in solicitations and contracts awarded by SEALED BIDDING when the contract amount is expected to exceed the certified cost or pricing data threshold at FAR 15.403-4(a)(1) — $2.5 million for prime contracts awarded on or after 2018-07-01 ($950,000 before that date). The clause then sits dormant: paragraph (a) makes (b) and (c) operative only for a modification to the contract involving aggregate increases and/or decreases in costs, plus applicable profits, expected to exceed that same threshold on the date the modification is executed, and 'be limited to such modifications.' Commercial is out — FAR 15.403-1(c)(3) exempts any acquisition the contracting officer determines meets the commercial product or commercial service definition, and 15.403-1(c)(1) exempts prices based on adequate price competition. Negotiated (Part 15) primes use the 52.215-12/-13 pair instead, not this clause. In exceptional cases the head of the contracting activity may waive inclusion in a contract with a foreign government (14.201-7(c)(2)).

Read closely

Nothing under this clause goes upward. Paragraph (a) keeps it dormant until a modification whose aggregate increases and decreases pass the threshold. The exceptions come from FAR 15.403-1(b), and the threshold moves with the inflation adjustment at FAR 1.109(a) for the rest of the contract term.

The 3 templates that name it, with the line
233RTX Flowdown of U.S. Government Contract Clauses Under U.S. Government ContractsRTXline 1103273BAE Systems Inc. USGOVA — FAR/DFARS Flow Down Provisions for Subcontracts/Purchase Orders under a U.S. Government (DoD) Prime ContractBAE Systemsline 764178AAR Component Services NY — U.S. Government Contract FAR and DFARS Clauses Incorporated by ReferenceAAR Corpline 366

Source: acquisition.gov, FAR 52.214-28 (Basic and Alt I), FAR 14.201-7(c), FAR 15.403-4(a)(1), FAR 15.403-1(b)-(c), FAR 52.212-5 and FAR 52.244-6 (verified 2026-08-05)

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.