Drafting FAR-compliant subcontract agreements requires meticulous review of prime contract clauses, identification of mandatory flow-downs, and precise incorporation of complex regulatory provisions. Attorneys spend hours cross-referencing FAR/DFARS requirements, risking costly compliance errors that could jeopardize prime contract performance and expose contractors to liability.
Drafting federal subcontract agreements requires extensive knowledge of FAR, DFARS, and agency-specific regulations, with dozens of mandatory flow-down clauses that must be correctly incorporated. Manual preparation takes 12-20 hours and risks costly compliance errors that can expose prime contractors to government audits, disputes, and financial liability.
CaseMark automates the creation of comprehensive, legally sound subcontract agreements with proper FAR/DFARS flow-down provisions, data rights clauses, and regulatory compliance requirements. Simply upload your prime contract and subcontract details, and receive a complete, attorney-ready agreement in minutes.
This workflow is applicable across multiple practice areas and use cases
Government contractors need compliant subcontract agreements as part of their broader transactional work when structuring federal project relationships and vendor arrangements.
Subcontracting is fundamentally a transactional activity requiring contract drafting expertise, and FAR-compliant agreements are specialized commercial contracts that transactional attorneys frequently handle for clients with government work.
Corporate counsel at defense contractors and aerospace companies regularly draft and review subcontract agreements as part of managing their company's federal contract portfolio and vendor relationships.
In-house corporate legal departments at government contractors handle subcontracting as a core business function, requiring efficient tools to maintain compliance while supporting business operations.
Commercial litigators handling government contract disputes need to analyze subcontract agreements and flow-down clause compliance when representing parties in breach of contract or payment disputes.
Disputes arising from government subcontracts often involve questions of whether proper FAR/DFARS clauses were incorporated, making this workflow valuable for understanding compliant subcontract structure and identifying potential compliance failures.
Corporate finance attorneys structuring financing for government contractors need to review subcontract portfolios and ensure proper flow-down provisions that protect the company's payment rights and security interests.
Lenders and investors in government contracting businesses require analysis of subcontract compliance and payment terms, as these agreements represent significant assets and revenue streams that impact financing decisions.
Flow-down requirements depend on your prime contract type and scope. Mandatory flow-downs typically include changes clauses, termination provisions, disputes procedures, socioeconomic requirements (equal opportunity, small business subcontracting), data rights clauses, and any clauses specifically designated as flow-down in your prime contract. CaseMark automatically identifies applicable flow-down clauses by analyzing your prime contract and generates a comprehensive schedule of incorporated provisions.
Defense contracts involving covered defense information or controlled unclassified information require flow-down of DFARS 252.204-7012 (safeguarding and cyber incident reporting) and related cybersecurity clauses. Your subcontract must require the subcontractor to implement NIST SP 800-171 security controls, report cyber incidents within specified timeframes, and flow down these requirements to lower-tier subcontractors. CaseMark automatically incorporates the appropriate DFARS cybersecurity clauses and compliance obligations based on your prime contract requirements.
Government subcontracts require incorporation of extensive FAR/DFARS regulatory clauses, government data rights provisions, socioeconomic compliance requirements, and specific termination and disputes procedures that don't apply to purely commercial agreements. They must also address government audit rights, flow-down of security requirements, and compliance with federal cost accounting standards for cost-reimbursement work. The pricing structure, intellectual property rights, and risk allocation must align with the underlying prime contract's government-mandated terms.
Data rights in federal subcontracts must align with FAR Part 27 and DFARS Part 227 provisions in your prime contract. The government typically receives unlimited rights in data developed with government funding, government purpose rights in mixed-funding situations, or limited rights in privately-developed data. Your subcontract must clearly specify what data the subcontractor will deliver, what rights the government receives, what the subcontractor may mark as proprietary, and how background intellectual property is licensed. CaseMark generates data rights provisions consistent with your prime contract's technical data and computer software rights clauses.
FAR allows prime contractors to terminate subcontracts for convenience when the government terminates the prime contract. Upon termination for convenience, the subcontractor is entitled to payment for completed work, reimbursement of allowable costs for work in progress, reasonable settlement expenses, and profit on work performed, but not anticipated profits on unperformed work. The subcontract must include detailed procedures for submitting termination settlement proposals and calculating recovery. CaseMark includes comprehensive termination for convenience provisions that mirror FAR requirements while protecting the prime contractor's interests.