far-subcontract

name	far-subcontract
title	FAR-Compliant Subcontract Agreement
description	Drafts FAR-compliant subcontract agreements between prime contractors and subcontractors under U.S. federal government prime contracts. Handles mandatory flow-down of FAR/DFARS/agency clauses, contract-type pricing, security/clearance, IP/data rights, and termination. Use when drafting government subcontracts, FAR flow-down clauses, or prime-sub agreements.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/far-subcontract
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	government-contracts
language	en
tags	["agreement","drafting","regulatory"]

FAR-Compliant Subcontract Agreement

Drafts a subcontract between a prime contractor and subcontractor under a U.S. federal government prime contract with full regulatory compliance and appropriate risk allocation.

Prerequisites

Gather before drafting:

1. Prime contract — number, agency, contract type (FFP/CR/T&M), period of performance, value, Section I clause list
2. Parties — legal names, DUNS/UEI, CAGE codes, SAM registration for both prime and sub
3. Scope — SOW portions subcontracted, deliverables, milestones, labor categories
4. Security — clearance levels (facility/personnel), CUI/CDI handling, NIST SP 800-171 status
5. Special — Buy American/TAA, small business goals, ITAR/EAR applicability, key personnel

Quick Start

1. Identify contract type — drives pricing, termination, cost accounting, and clause selection
2. Pull Section I clause list from prime contract — flow down only what actually applies
3. Check FAR 52.244-2 — if CO consent required, make agreement contingent on approval
4. Draft using the document structure and flow-down schedule below

Document Structure

Section	Key Contents
Preamble & Recitals	Effective date, legal names per SAM, prime contract number, agency, sub's acknowledgment of prime contract review
Statement of Work	Tasks, performance standards, deliverable specs, acceptance criteria, milestones, labor categories, GFP/GFI, work location
Flow-Down Clauses	Incorporation by reference with substitution rules (see schedule below)
Pricing & Payment	CLIN structure, invoicing, payment terms, withholding rights, retention, final payment/release
Warranties & Reps	Workmanship, SAM registration, no debarment/suspension, OCI disclosure
Indemnification & Insurance	Mutual indemnity (broad for sub, narrow for prime), minimums, additional insured, waiver of subrogation
IP & Data Rights	Background IP licenses, foreground IP ownership, government data rights per FAR/DFARS, Bayh-Dole
Personnel & Security	Key personnel, clearances, NISPOM/DD-254, cybersecurity controls, CUI handling