FAR Part 12 simplified the clause game. Know what is a provision, what is a clause, and what survived the FAR Overhaul. Then use the matrix to build your solicitation and contract.
Provisions go in your solicitation. Clauses go in your contract. 52.212-4 is the only clause that survived the FAR Overhaul in one piece. Learn the difference, then use the matrix.
Before you touch the 52.212 series, understand the difference between these two terms because they are not interchangeable.
A provision is a term or condition that applies only to the solicitation phase. It tells offerors the rules of the game before they submit. Once the contract is awarded, provisions fall away. They served their purpose.
A clause is a term or condition that becomes part of the contract. It survives award and governs the relationship between the Government and the contractor during performance.
Why does this matter? Because when you are building a commercial solicitation, you need to know which 52.212 documents are provisions (solicitation only) and which are clauses (contract). Mixing them up leads to confusion about what actually binds the contractor after award.
Instructions to Offerors. Tells vendors how to submit. Solicitation only.
Evaluation Criteria. Tells vendors how you will evaluate. Solicitation only.
Contract Terms and Conditions. The foundation clause. Goes in the contract AND solicitation.
The FAR Overhaul restructured commercial acquisitions significantly. But 52.212-4 came through intact. It is still the foundation clause for every commercial contract, and it already contains most of what you need for contract administration.
What is built into 52.212-4: Inspection and acceptance. Payment terms and invoice requirements. Assignment rules. The Disputes clause (Contract Disputes Act). Excusable delays. Termination for cause. Termination for the Government's convenience. Warranty provisions. Compliance with laws unique to Government contracts.
Tailoring: You can tailor 52.212-4 to reflect customary commercial practice, but certain paragraphs are locked. The paragraphs on Assignments, Disputes, Payment, Invoice, Compliance with laws unique to Government contracts, Unauthorized obligations, and Comptroller General examination of records implement statute and cannot be tailored.
Alternate I: If you are awarding a time-and-materials or labor-hour contract, use 52.212-4 with Alternate I. This adds the T&M/LH-specific terms that the base clause does not cover.
52.212-1, -2, and -4 are your foundation. But they are not the whole picture. FAR 12.205 prescribes additional provisions and clauses that may apply to your commercial acquisition depending on the specific circumstances.
FAR 12.205(a) covers required provisions (Table 12-2). These are solicitation provisions beyond 52.212-1 and -2 that you include when their prescription is met. Things like SAM registration, Buy American certificates, and various statutory certifications.
FAR 12.205(b) covers required clauses (Table 12-3). These are contract clauses beyond 52.212-4 that you include when applicable. Small business set-asides, service contract labor standards, equal opportunity for veterans, and many more.
Then there are special cases from other FAR parts that prescribe clauses for specific situations: options (Part 17), construction (Part 36), government property (Part 45), contract types (Part 16), and data rights (Part 27).
These tables come from FAR 12.205. Use the search box to filter by clause number, title, or keyword. On mobile, the "When Applicable" column is hidden to save space.
Include these provisions in your solicitation when the prescription is met.
| Number | Title | Source | When Applicable |
|---|---|---|---|
| 52.212-1 | Instructions to Offerors - Commercial Products and Commercial Services | Statute | All commercial solicitations (FAR 12.205) |
| 52.212-2 | Evaluation - Commercial Products and Commercial Services | Statute | All commercial solicitations using competitive procedures (FAR 12.205) |
| 52.203-11 | Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions | Statute | Solicitations expected to exceed $150,000 |
| 52.203-18 | Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation | Statute | All solicitations |
| 52.204-7 | System for Award Management-Registration | Statute | When SAM registration is required (most acquisitions) |
| 52.204-7 Alt I | System for Award Management-Registration, with Alternate I | Statute | When SAM registration is required and deploying with Armed Forces |
| 52.204-90 | Offeror Identification | Statute | Used in lieu of 52.204-7 when SAM registration is NOT required (see 4.203-2) |
| 52.207-6 | Solicitation of Offers from Small Business Concerns and Small Business Teaming Arrangements or Joint Ventures (Multiple-Award Contracts) | Statute | Multiple-award contracts with small business set-aside of orders |
| 52.209-12 | Certification Regarding Tax Matters | Statute | Solicitations exceeding $5.5 million |
| 52.219-2 | Equal Low Bids | Statute | Sealed bidding with potential for equal low bids |
| 52.222-18 | Certification Regarding Knowledge of Child Labor for Listed End Products | EO | Supplies that appear on the List of Products Requiring Contractor Certification |
| 52.222-48 | Exemption from Application of the Service Contract Labor Standards for Maintenance, Calibration, or Repair of Certain Equipment-Certification | Other | Services exempt from SCA for maintenance/calibration/repair of commercial equipment |
| 52.222-52 | Exemption from Application of the Service Contract Labor Standards for Certain Services-Certification | Other | Services exempt from SCA under other exemption categories |
| 52.222-56 | Certification Regarding Trafficking in Persons Compliance Plan | Statute | Services or supplies exceeding $550,000 performed outside the US |
| 52.223-4 | Recovered Material Certification | Statute | EPA-designated items exceeding $10,000 |
| 52.225-2 | Buy American Certificate | Statute | Supplies subject to Buy American Act (domestic acquisitions) |
| 52.225-4 | Buy American-Free Trade Agreements-Israeli Trade Act Certificate | Statute | Supplies subject to trade agreements (check thresholds) |
| 52.225-6 | Trade Agreements-Certificate | Statute | Supplies subject to Trade Agreements Act above the threshold |
| 52.225-20 | Prohibition on Conducting Restricted Business Operations in Sudan-Certification | Statute | Solicitations exceeding $174,000 |
| 52.225-25 | Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-Representation and Certifications | Statute | Solicitations exceeding the SAT |
| 52.226-3 | Disaster or Emergency Area Representation | Statute | Set-asides for disaster or emergency area firms |
| 52.229-11 | Tax on Certain Foreign Procurements-Notice and Representation | Statute | Acquisitions from foreign persons when 2% tax may apply |
| 52.240-90 | Security Prohibitions and Exclusions Representations and Certifications | Statute | When security prohibitions apply (e.g., covered telecommunications) |
Include these clauses in your contract (and solicitation) when the prescription is met. Rows highlighted in green apply to most or all acquisitions.
| Number | Title | Source | When Applicable |
|---|---|---|---|
| 52.212-4 | Contract Terms and Conditions - Commercial Products and Commercial Services | Statute | All commercial contracts (FAR 12.205). Use Alt I for T&M/LH contracts. |
| 52.203-6 Alt I | Restrictions on Subcontractor Sales to the Government | Statute | Contracts exceeding the SAT |
| 52.203-13 | Contractor Code of Business Ethics and Conduct | Statute | Contracts exceeding $6 million with performance period > 120 days |
| 52.203-17 | Contractor Employee Whistleblower Rights | Statute | All contracts exceeding the SAT |
| 52.203-19 | Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements | Statute | All contracts |
| 52.204-9 | Personal Identity Verification of Contractor Personnel | Other | Contractor personnel require physical access to Government facilities or IT systems |
| 52.204-13 | System for Award Management-Maintenance | Statute | When SAM registration is required |
| 52.204-91 | Contractor Identification | Other | All contracts |
| 52.209-6 | Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment | Statute | Contracts exceeding $35,000 |
| 52.209-9 | Updates of Publicly Available Information Regarding Responsibility Matters | Statute | Contracts exceeding $500,000 where FAPIIS reporting applies |
| 52.209-10 | Prohibition on Contracting with Inverted Domestic Corporations | Statute | Contracts exceeding $1 million unless exception applies |
| 52.219-4 | Notice of Price Evaluation Preference for HUBZone Small Business Concerns | Statute | Full and open competition with HUBZone price evaluation preference |
| 52.219-6 | Notice of Total Small Business Set-Aside | Statute | Total small business set-asides |
| 52.219-6 Alt I | Notice of Total Small Business Set-Aside, with Alternate I | Statute | Total SB set-asides with partial set-aside of orders under multiple-award contracts |
| 52.219-8 | Utilization of Small Business Concerns | Statute | Contracts exceeding the SAT (with limited exceptions) |
| 52.219-9 | Small Business Subcontracting Plan | Statute | Contracts exceeding $750,000 ($1.5M for construction) awarded to other than small business |
| 52.219-9 Alt I | Small Business Subcontracting Plan, with Alternate I | Statute | When subcontracting plan applies and development of plan after award is authorized |
| 52.219-9 Alt II | Small Business Subcontracting Plan, with Alternate II | Statute | When contractor has a commercial subcontracting plan |
| 52.219-9 Alt III | Small Business Subcontracting Plan, with Alternate III | Statute | When using a Master Subcontracting Plan |
| 52.219-9 Alt IV | Small Business Subcontracting Plan, with Alternate IV | Statute | Contracts with Indian tribes or HBCUs |
| 52.219-14 | Limitations on Subcontracting | Statute | Small business set-asides, sole source awards to SBs, or orders set aside for SBs |
| 52.219-16 | Liquidated Damages-Subcontracting Plan | Statute | Contracts with subcontracting plans where liquidated damages apply |
| 52.219-33 | Nonmanufacturer Rule | Statute | Supply contracts set aside for SBs where contractor is not the manufacturer |
| 52.222-3 | Convict Labor | EO | All contracts exceeding the micro-purchase threshold |
| 52.222-19 | Child Labor-Cooperation with Authorities and Remedies | EO | Supplies that appear on the List of Products |
| 52.222-35 | Equal Opportunity for Veterans | Statute | Contracts of $150,000 or more |
| 52.222-35 Alt I | Equal Opportunity for Veterans, with Alternate I | Statute | Contracts performed entirely outside the US |
| 52.222-36 | Equal Opportunity for Workers with Disabilities | Statute | Contracts exceeding $15,000 |
| 52.222-36 Alt I | Equal Opportunity for Workers with Disabilities, with Alternate I | Statute | Contracts performed entirely outside the US |
| 52.222-37 | Employment Reports on Veterans | Statute | Contracts of $150,000 or more |
| 52.222-40 | Notification of Employee Rights Under the National Labor Relations Act | EO | Contracts exceeding the SAT |
| 52.222-41 | Service Contract Labor Standards | Statute | Service contracts subject to SCA (exceeding $2,500) |
| 52.222-42 | Statement of Equivalent Rates for Federal Hires | Statute | SCA-covered contracts where comparable Federal employee rates are available |
| 52.222-43 | Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) | Statute | SCA-covered contracts with option years (use instead of 52.222-44) |
| 52.222-44 | Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment | Statute | SCA-covered single-year contracts |
| 52.222-50 | Combating Trafficking in Persons | Statute | All contracts |
| 52.222-50 Alt I | Combating Trafficking in Persons, with Alternate I | Statute | Contracts performed outside the US exceeding $550,000 |
| 52.222-51 | Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements | Other | Companion clause to provision 52.222-48 (SCA-exempt maintenance/repair) |
| 52.222-53 | Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements | Other | Companion clause to provision 52.222-52 (SCA-exempt services) |
| 52.222-54 | Employment Eligibility Verification | EO | Contracts exceeding the SAT (E-Verify requirement) |
| 52.222-62 | Paid Sick Leave Under Executive Order 13706 | EO | Contracts subject to SCA or DBA covered by EO 13706 |
| 52.223-9 | Estimate of Percentage of Recovered Material Content for EPA-Designated Items | Statute | Contracts for EPA-designated items exceeding $10,000 |
| 52.223-9 Alt I | Estimate of Percentage of Recovered Material Content for EPA-Designated Items, with Alternate I | Statute | When technical personnel determine recovered material is impracticable |
| 52.223-11 | Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons | Statute | Contracts for supplies containing ozone-depleting substances or high-GWP HFCs |
| 52.223-12 | Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners | Statute | Services involving refrigeration or AC equipment maintenance/disposal |
| 52.223-20 | Aerosols | Statute | Contracts for supplies that may contain aerosols with ozone-depleting substances |
| 52.223-21 | Foams | Statute | Contracts for supplies that may contain foams with ozone-depleting substances |
| 52.223-23 | Sustainable Products and Services | Statute | Contracts for biobased, energy-efficient, water-efficient, or recycled-content products |
| 52.224-3 | Privacy Training | Statute | Contractor employees will have access to PII |
| 52.224-3 Alt I | Privacy Training, with Alternate I | Statute | Agency provides its own privacy training |
| 52.225-1 | Buy American-Supplies | Statute | Domestic supply contracts subject to Buy American Act |
| 52.225-1 Alt I | Buy American-Supplies, with Alternate I | Statute | When agency head determines domestic preference not in public interest |
| 52.225-3 | Buy American-Free Trade Agreements-Israeli Trade Act | Statute | Supplies subject to trade agreements (check dollar thresholds) |
| 52.225-3 Alt II | Buy American-Free Trade Agreements-Israeli Trade Act, with Alternate II | Statute | FTA countries excluded per agency determination |
| 52.225-3 Alt III | Buy American-Free Trade Agreements-Israeli Trade Act, with Alternate III | Statute | When Israeli Trade Act applies but not other FTAs |
| 52.225-3 Alt IV | Buy American-Free Trade Agreements-Israeli Trade Act, with Alternate IV | Statute | When WTO GPA and certain FTAs apply |
| 52.225-5 | Trade Agreements | Statute | Supplies exceeding WTO GPA threshold |
| 52.225-19 | Contractor Personnel in a Designated Operational Area or Supporting a Diplomatic or Consular Mission outside the United States | Other | Contractor personnel deploying to designated operational areas or supporting diplomatic missions |
| 52.225-26 | Contractors Performing Private Security Functions Outside the United States | Statute | Contracts with private security functions performed outside the US |
| 52.226-4 | Notice of Disaster or Emergency Area Set-Aside | Statute | Set-asides for disaster or emergency areas |
| 52.226-5 | Restrictions on Subcontracting Outside Disaster or Emergency Area | Statute | Disaster/emergency set-asides with subcontracting restrictions |
| 52.226-8 | Encouraging Contractor Policies to Ban Text Messaging While Driving | EO | Contracts exceeding the micro-purchase threshold |
| 52.229-12 | Tax on Certain Foreign Procurements | Statute | Acquisitions from foreign persons when 2% tax applies |
| 52.232-29 | Terms for Financing of Commercial Products and Commercial Services | Statute | When Government financing is offered for commercial items |
| 52.232-30 | Installment Payments of Commercial Products and Commercial Services | Statute | When installment payment financing is used |
| 52.232-33 | Payment by Electronic Funds Transfer-System for Award Management | Statute | All contracts when payment by EFT through SAM (most contracts) |
| 52.232-34 | Payment by Electronic Funds Transfer-Other than System for Award Management | Statute | When EFT payment is required but not through SAM |
| 52.232-36 | Payment by Third Party | Statute | When using Government purchase card for payments |
| 52.232-40 | Providing Accelerated Payments to Small Business Subcontractors | Statute | Contracts with subcontracting plans |
| 52.232-9X | Fast Payment Procedure | Statute | When fast payment procedures apply per FAR 13.4 |
| 52.233-3 | Protest After Award | Statute | All contracts |
| 52.233-4 | Applicable Law for Breach of Contract Claim | Statute | All contracts |
| 52.240-91 | Security Prohibitions and Exclusions | Statute | When security prohibitions apply (covered telecommunications, etc.) |
| 52.240-91 Alt I | Security Prohibitions and Exclusions, with Alternate I | Statute | When waiver from security prohibition has been granted |
| 52.240-92 | Security Requirements | Other | Contracts requiring access to classified information |
| 52.240-92 Alt II | Security Requirements with Alternate II | Other | Contracts requiring access to classified info with special safeguarding requirements |
| 52.240-93 | Basic Safeguarding of Covered Contractor Information Systems | Statute | Contracts where contractor will process, store, or transmit Federal contract info |
| 52.244-6 | Subcontracts for Commercial Products and Commercial Services | Statute | Contracts exceeding the SAT (flowdown of commercial subcontracting requirements) |
| 52.247-64 | Preference for Privately Owned U.S.-Flag Commercial Vessels | Statute | Contracts involving ocean transportation of supplies |
| 52.247-64 Alt I | Preference for Privately Owned U.S.-Flag Commercial Vessels, with Alternate I | Statute | Construction contracts involving ocean transportation |
| 52.247-64 Alt II | Preference for Privately Owned U.S.-Flag Commercial Vessels, with Alternate II | Statute | Time charter, voyage charter, or contract for ocean carriage |
The tables above cover FAR 12.205 prescriptions. But depending on your specific acquisition, you may also need clauses prescribed by other FAR parts. These are separate from Table 12-3 and require you to look at the specific part for the full prescription.
If your contract includes option years or option quantities, you need these clauses. 52.212-4 does not give you the mechanism to exercise options. The evaluation provisions tell offerors whether options will be evaluated as part of the award decision.
| Number | Title | Source | When Applicable |
|---|---|---|---|
| 52.217-3 | Evaluation Exclusive of Options | Provision | When the solicitation includes options but options will NOT be evaluated for award |
| 52.217-4 | Evaluation of Options Exercised at Time of Contract Award | Provision | When options will be exercised at time of award and their cost evaluated for award |
| 52.217-5 | Evaluation of Options | Provision | When options may be exercised after award and their cost will be evaluated for award |
| 52.217-6 | Option for Increased Quantity | Statute | When the Government wants to reserve the right to increase quantities at the same unit price |
| 52.217-7 | Option for Increased Quantity - Separately Priced Line Item | Statute | When option quantities are separately priced line items rather than extensions of base quantities |
| 52.217-8 | Option to Extend Services | Statute | Service contracts where the Government may need to extend services for up to 6 months (bridge while re-competing) |
| 52.217-9 | Option to Extend the Term of the Contract | Statute | When the contract includes option periods (option years). Fill in the total duration including options. |
Commercial construction contracts require additional clauses from FAR Part 36 and the Davis-Bacon wage rate clauses from Part 22. If the contract exceeds the thresholds for performance and payment bonds, you need those too.
| Number | Title | Source | When Applicable |
|---|---|---|---|
| 52.236-1 | Performance of Work by the Contractor | Statute | All construction contracts. Fill in the percentage of work contractor must perform. |
| 52.236-2 | Differing Site Conditions | Statute | All construction contracts (fixed-price). Implements the differing site conditions doctrine. |
| 52.236-3 | Site Investigation and Conditions Affecting the Work | Statute | All construction contracts (fixed-price). Requires contractor to investigate site conditions. |
| 52.236-5 | Material and Workmanship | Statute | All construction contracts. Standards for materials and quality of work. |
| 52.236-6 | Superintendence by the Contractor | Statute | All construction contracts. Requires competent superintendent on site. |
| 52.236-7 | Permits and Responsibilities | Statute | All construction contracts. Contractor responsible for permits and compliance. |
| 52.236-8 | Other Contracts | Statute | All construction contracts. Requires coordination with other contractors on site. |
| 52.236-9 | Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements | Statute | All construction contracts. Protect existing site features. |
| 52.236-10 | Operations and Storage Areas | Statute | All construction contracts. Confine operations to designated areas. |
| 52.236-11 | Use and Possession Prior to Completion | Statute | When the Government may need to occupy or use the project before final completion. |
| 52.236-12 | Cleaning Up | Statute | All construction contracts. Contractor must keep site clean during and after work. |
| 52.236-13 | Accident Prevention | Statute | All construction contracts. Safety requirements and accident prevention plan. |
| 52.236-14 | Availability and Use of Utility Services | Other | When Government-furnished utilities are available at the construction site. |
| 52.236-15 | Schedules for Construction Contracts | Statute | All construction contracts. Requires submission of progress schedules. |
| 52.236-21 | Specifications and Drawings for Construction | Statute | All construction contracts. Governs specs, drawings, and shop drawing submittals. |
| 52.236-26 | Preconstruction Conference | Other | When a preconstruction conference is planned. Establishes conference requirements. |
| Number | Title | Source | When Applicable |
|---|---|---|---|
| 52.222-6 | Construction Wage Rate Requirements | Statute | Construction contracts exceeding $2,000. The core Davis-Bacon clause. |
| 52.222-7 | Withholding of Funds | Statute | All Davis-Bacon covered contracts. Allows withholding for wage violations. |
| 52.222-8 | Payrolls and Basic Records | Statute | All Davis-Bacon covered contracts. Certified payroll requirements. |
| 52.222-9 | Apprentices and Trainees | Statute | All Davis-Bacon covered contracts. Rules for apprentice wage rates. |
| 52.222-10 | Compliance with Copeland Act Requirements | Statute | All Davis-Bacon covered contracts. Anti-kickback provisions. |
| 52.222-11 | Subcontracts (Labor Standards) | Statute | All Davis-Bacon covered contracts. Flowdown of labor standards to subcontractors. |
| 52.222-12 | Contract Termination - Debarment | Statute | All Davis-Bacon covered contracts. Breach of labor standards may result in debarment. |
| 52.222-13 | Compliance with Construction Wage Rate Requirements and Related Regulations | Statute | All Davis-Bacon covered contracts. General compliance requirement. |
| 52.222-14 | Disputes Concerning Labor Standards | Statute | All Davis-Bacon covered contracts. Disputes go to DOL, not the CO. |
| 52.222-15 | Certification of Eligibility | Statute | All Davis-Bacon covered contracts. Contractor certifies it is not debarred from DBA work. |
| 52.222-27 | Affirmative Action Compliance Requirements for Construction | EO | Construction contracts exceeding $10,000. EO 11246 affirmative action requirements. |
| Number | Title | Source | When Applicable |
|---|---|---|---|
| 52.228-1 | Bid Guarantee | Statute | Construction contracts using sealed bidding exceeding $150,000. |
| 52.228-2 | Additional Bond Security | Statute | When a performance or payment bond surety becomes unacceptable during performance. |
| 52.228-15 | Performance and Payment Bonds - Construction | Statute | Construction contracts exceeding $150,000. Miller Act requirement. |
This training focuses on FAR clauses. DFARS clauses change frequently enough that listing them all here would risk being out of date by the time you read this. However, there is one DFARS clause you will use on virtually every DoD contract:
252.232-7006, Wide Area WorkFlow Payment Instructions. This clause tells the contractor how to submit invoices through WAWF (now part of the Invoicing, Receipt, Acceptance and Property Transfer system, or iRAPT). If you are doing DoD contracting, do not forget this one.
More complex DFARS clauses exist, such as 252.232-7007, Limitation of Government's Obligation (LOGO), which applies to incrementally funded contracts. But that is a training for another time.
The prescription section that tells you which provisions and clauses go in commercial solicitations and contracts. Contains Tables 12-2 and 12-3.
Open FAR 12.205Solicitation provision. Tells offerors how to submit, late submission rules, acceptance period, and debriefing disclosures.
Open FAR 52.212-1Solicitation provision. Where you state your evaluation factors, their relative importance, and the basis for award.
Open FAR 52.212-2The foundation clause. Contains inspection, acceptance, payment, disputes, termination, and all core contract terms.
Open FAR 52.212-4The complete regulation governing commercial acquisitions after the FAR Overhaul.
Open FAR Part 12How FAR Part 12 changed under the overhaul. Details on restructured provisions and clauses.
Open RFO Deviation GuideMultimedia resource from the FAR Overhaul team with flowcharts, decision trees, and Q&A.
Open Part 12 Album