# 27.405-3 Commercial computer	software.

(a) 						            When *contracting* other than from	GSA’s Multiple Award Schedule contracts for the *acquisition* of commercial	*computer software*, no specific *contract clause* prescribed in this	subpart need be used, but the contract *shall* specifically address the	Government’s rights to use, disclose, modify, distribute, and reproduce	the software. Section 12.212 sets	forth the guidance for the *acquisition* of *commercial computer software*	and states that *commercial computer software* or commercial computer	software documentation *shall* be acquired under licenses customarily	provided to the public to the extent the license is consistent with	Federal law and otherwise satisfies the Government’s needs. The	clause at 52.227-19, Commercial	*Computer Software* License, *may* be used when there is any confusion	as to whether the Government’s needs are satisfied or whether a	customary commercial license is consistent with Federal law. Additional	or lesser rights *may* be negotiated using the guidance concerning	*restricted rights* as set forth in 27.404-2(d), or the clause	at 52.227-19. If greater rights	than the minimum rights identified in the clause at 52.227-19 are needed,	or lesser rights are to be acquired, they *shall* be negotiated and	set forth in the contract. This includes any additions to, or limitations	on, the rights set forth in paragraph (b) of the clause at 52.227-19 when used. Examples	of greater rights *may* be those necessary for networking purposes	or use of the software from remote terminals communicating with	a host computer where the software is located. If the *computer software*	is to be acquired with *unlimited rights*, the contract *shall* also	so state. In addition, the contract *shall* adequately describe the	computer programs and/or databases, the media on which it is recorded,	and all the necessary documentation.

(b) 						            If the	contract incorporates, makes reference to, or uses a vendor’s standard	commercial lease, license, or purchase agreement, the *contracting*	officer *shall* ensure that the agreement is consistent with paragraph (a) of	this subsection. The *contracting officer**should* exercise caution	in accepting a vendor’s terms and conditions, since they *may* be	directed to commercial sales and *may* not be appropriate for Government	contracts. Any inconsistencies in a vendor’s standard commercial	agreement *shall* be addressed in the contract and the contract terms	*shall* take precedence over the vendor’s standard commercial agreement.	If the clause at 52.227-19 is	used, inconsistencies in the vendor’s standard commercial agreement	regarding the Government’s right to use, reproduce or disclose the	*computer software* are reconciled by that clause.

(c) 						            If a prime	contractor under a contract containing the clause at 52.227-14, Rights in *Data*-General,	with paragraph (g)(4) (*Alternate* III) in the clause, acquires restricted	*computer software* from a subcontractor (at any tier) as a separate	*acquisition* for delivery to or for use on behalf of the Government,	the *contracting officer**may* approve any additions to, or limitations	on the *restricted rights* in the *Restricted Rights* Notice of paragraph	(g)(4) in a collateral agreement incorporated in and made part of	the contract.

**Parent topic:**27.405 Other data rights provisions.