Clauses · FAR · Termination
FAR 52.249-5 Termination for Convenience of the Government (Educational and Other Nonprofit Institutions)
Does the regulation require it to flow down?
No
No mandate. The clause has eight paragraphs (a) through (h) and none of them directs insertion in subcontracts; FAR 49.502(d) addresses the contracting officer only. Primes carry it as the conditional substitute in their standard termination block — Lockheed CorpDoc 3A, CorpDoc 4A and the 2021 Valleytech subcontract all print it with the note 'Applies in lieu of FAR 52.249-2 if this Contract is for research and development work with an educational or nonprofit institution on a no-profit or no-fee basis.' What matters to the sub is not the flow-down but the prime's edits to it: those three documents cut paragraph (c) from 120 days to 60 days, cut paragraph (d) from 1 year to 6 months, and DELETE paragraph (h) — the right of appeal. Paragraph (b) of the clause independently obliges you to terminate your own lower-tier subcontracts and orders on the terminated portion, and to settle them, which is a real flow-down consequence even though the clause itself does not flow down.
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 AUG 2016 · base v0.9.3 Read the text ↗
What it makes you produce
2 items for your checklist, slowest first.
Something you write2
Days to weeks, and nobody outside your company has to agree to it.
Complete termination inventory schedules within 120 days of the effective date
FAR 52.249-5(c)The final termination settlement proposal within one year, costed under subpart 31.3 for an educational institution and subpart 31.7 for a nonprofit, and able to include reasonable cancellation charges and loss on personal-service commitments that could not be canceled or diverted
FAR 52.249-5(d)
When it is used
FAR 49.502(d), quoted: 'The contracting officer shall insert the clause at 52.249-5 ... in solicitations and contracts when either a fixed-price or cost-reimbursement contract is contemplated for research and development work with an educational or nonprofit institution on a nonprofit or no-fee basis.' Three conditions stack: R&D work, an educational or nonprofit institution as the performer, and a no-profit / no-fee basis. No dollar threshold. When it applies it applies IN LIEU OF 52.249-2 (fixed-price) or 52.249-6 (cost-reimbursement) — the three Lockheed documents in the corpus say exactly that in their own applicability notes. Not a commercial-acquisition clause: R&D with a nonprofit on a no-fee basis is not a Part 12 buy.
Read closely
(h) is a trapdoor rather than a formality: a proposal filed late, with no written extension requested inside the original period, carries no right of appeal. Lockheed's CorpDoc 3A changes this clause's (c) from 120 days to 60 and both (d) and (e) from one year to six months, and deletes (h) outright — so on that document the appeal right is gone and the deadlines that bind are the ones written into the order. (b) separately obliges you to terminate and settle your own lower-tier orders on the terminated work, and (g) allows partial payments while the settlement is open.
Source: acquisition.gov, FAR 52.249-5 and FAR 49.502(d) (verified 2026-08-05); prime edits read in lockheed-corpdoc-3a-2025, lockheed-corpdoc-4a-2025, lockheed-valleytech-subcontract-4105206081-2021
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.