Clauses · FAR · Administration and definitions
FAR 52.237-3 Continuity of Services
Does the regulation require it to flow down?
No
No mandate: the clause contains no subcontracts paragraph and FAR 37.110(c) addresses the contracting officer only. Primes flow it down because their own obligation is unperformable without it — a prime that promised 90 days of orderly phase-out cannot deliver it if the people doing the work belong to a sub who is free to walk on the last day. The flow-down is what converts the prime's promise into an enforceable staffing hold on the sub's workforce. Read the substitution carefully: with 'Contracting Officer' meaning the prime's buyer, it is the PRIME that decides to invoke the phase-out and for how long, up to 90 days.
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 2026-08-05 · edition JAN 1991 · base v0.9.3 Read the text ↗
What it makes you produce
2 items for your checklist, slowest first.
Something you write
Days to weeks, and nobody outside your company has to agree to it.
A phase-in and phase-out plan negotiated in good faith with the successor, naming the training and the dates responsibility passes
FAR 52.237-3(b)
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 reasonable phase-in and phase-out costs and the pro rata portion of the fee, priced and invoiced — the clause allows them and computes them for nobody
FAR 52.237-3(d)
When it is used
FAR 37.110(c) is DISCRETIONARY — 'The contracting officer MAY insert the clause at 52.237-3, Continuity of Services, in solicitations and contracts for services, when—' (1) the services are considered vital to the Government and must be continued without interruption and, on contract expiration, a successor (the Government or another contractor) may continue them; and (2) the Government anticipates difficulties during the transition. The section's own examples are services in remote locations and services requiring personnel with special security clearances. No dollar threshold, no contract-type restriction, no commercial carve-out stated in 37.110. Because the trigger is a CO judgment about the criticality of the service, this clause is present-in-the-document driven: if the prime contract carries it and the prime flows it down, it binds; nothing in the profile can eliminate it once it is in the document.
Read closely
(b) is up to 90 days of phase-in and phase-out services after the term ends, with staffing maintained through the window, your people available to the successor for on-site interviews, and the ones the successor selects released on agreed dates. In the flowed-down version it is the prime that decides when to invoke it and for how long.
Source: acquisition.gov, FAR 52.237-3 and FAR 37.110(c) (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.