About the Course
Introduction
This CLE course will prepare counsel representing prime contractors or subcontractors in federal government contracts to negotiate and implement the complex Federal Acquisition Regulations (FAR) subcontractor flowdown terms and requirements. The panel will offer best practices, including distinguishing between mandatory and merely "necessary" flowdowns, to enable counsel to structure agreements that result in high-yield, low-risk government contracting.
Description
Recent policy changes are reshaping the landscape, including shifting priorities towards commercial solutions and streamlined rules under the current administration's efforts to rewrite portions of the FAR. From government-wide acquisition contracts to small business and simplified acquisitions, spending has remained high in recent years. Doing business with the federal government generates a highly specialized set of legal issues, particularly given the ongoing administrative shifts.
Under a U.S. government prime contract, subcontract management is a hybrid of the company's commercial subcontracting requirements and those of the federal government. "Flowdown" provisions remain one of the most challenging aspects of government contracting, with consequences that reach beyond subcontract compliance and that can affect every aspect of both the prime contractor's and subcontractor's business.
Listen as our seasoned panel of practitioners explains the unique requirements and legal risks of subcontracting with government contractors and provides unique insights for prime contractors and subcontractors when negotiating flowdown terms that result in high-yield, low-risk government contracting.
Presented By
Mr. Jury represents clients in a wide range of government contracts and general litigation matters. He has experience handling complex claims and internal investigations. Mr. Jury has a particular focus on compliance and False Claims Act investigations for defense and energy contractors, in particular handling whistleblower complaints, civil investigative demands, subcontractor disputes, and cost-allowability issues. He also handles high value bid protests before the Government Accountability Office and U.S. Court of Federal Claims and contractor requests for equitable adjustment. Mr. Jury also manages a dynamic pro bono case load, concentrating his time on housing and family law matters. Previously, he was a Law Fellow with AARP’s Systemic Reform Program in the Washington, D.C., office.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, March 10, 2026
- schedule
1:00 PM E.T.
I. What is a flowdown clause?
II. Understanding FAR provisions vs. FAR clauses
III. Applicability of flowdown clauses to different types of contracts
A. Fixed-price
B. Cost reimbursement
IV. Mandatory vs. "necessary" vs. applicable flowdown clauses
A. Christian doctrine
B. Subcontract substitution language
V. FAR flowdown clauses vs. commercial clauses
VI. Best practices for negotiating FAR flowdown clauses
VII. Practitioner takeaways
The panel will review these and other key issues:
- Understanding the purpose and procedures regarding FAR clauses and the need to flowdown these clauses in various types of subcontracts
- Understanding the implications of including or omitting certain flowdown clauses in federal subcontracts
- Understanding the impact of FAR flowdown clauses in a subcontract on other, primarily commercial, subcontract provisions
- Understanding the most efficient and effective way to negotiate the flowdown of prime contract FAR clauses to subcontracts
- Addressing and understanding cybersecurity flowdowns
