52.215-11 Price Reduction for	Defective Certified Cost or Pricing Data-Modifications.       As prescribed	in 15.408(c), insert	the following clause:          Price	Reduction for Defective Certified Cost or Pricing Data-Modifications	(Jun 2020)                                       (a) 						            This clause shall become operative	only for any modification to this contract involving a pricing adjustment	expected to exceed the threshold for submission of certified cost	or pricing data in Federal Acquisition Regulation (FAR) 15.403-4(a)(1) on the	date of execution of the modification, except that this clause does	not apply to any modification if an exception under FAR 15.403-1(b) applies.                                          (b) 						            If any price,	including profit or fee, negotiated in connection with any modification	under this clause, or any cost reimbursable under this contract,	was increased by any significant amount because (1) the Contractor	or a subcontractor furnished certified cost or pricing data that	were not complete, accurate, and current as certified in its Certificate	of Current Cost or Pricing Data, (2)a subcontractor or prospective	subcontractor furnished the Contractor certified cost or pricing	data that were not complete, accurate, and current as certified	in the Contractor’s Certificate of Current Cost or Pricing Data, or	(3) any of these parties furnished data of any description that	were not accurate, the price or cost shall be reduced accordingly	and the contract shall be modified to reflect the reduction. This	right to a price reduction is limited to that resulting from defects	in data relating to modifications for which this clause becomes	operative under paragraph (a) of this clause.                                          (c) 						            Any reduction	in the contract price under paragraph (b) of this clause due to	defective data from a prospective subcontractor that was not subsequently	awarded the subcontract shall be limited to the amount, plus applicable	overhead and profit markup, by which (1) the actual subcontract	or (2) the actual cost to the Contractor, if there was no subcontract,	was less than the prospective subcontract cost estimate submitted	by the Contractor; provided, that the actual subcontract price was	not itself affected by defective certified cost or pricing data.                                          (d)                                                         (1) 								                If	the Contracting Officer determines under paragraph (b) of this clause	that a price or cost reduction should be made, the Contractor agrees	not to raise the following matters as a defense:                                                                           (i) 										                    The Contractor	or subcontractor was a sole source supplier or otherwise was in	a superior bargaining position and thus the price of the contract	would not have been modified even if accurate, complete, and current	certified cost or pricing data had been submitted.                                                                              (ii) 										                    The Contracting	Officer should have known that the certified cost or pricing data	in issue were defective even though the Contractor or subcontractor	took no affirmative action to bring the character of the data to	the attention of the Contracting Officer.                                                                              (iii) 										                    The contract	was based on an agreement about the total cost of the contract and	there was no agreement about the cost of each item procured under	the contract.                                                                              (iv) 										                    The Contractor	or subcontractor did not submit a Certificate of Current Cost or	Pricing Data.                                                                                                           (2)                                                                           (i) 										                    Except	as prohibited by paragraph (d)(2)(ii) of this clause, an offset	in an amount determined appropriate by the Contracting Officer based	upon the facts shall be allowed against the amount of a contract	price reduction if-                                                                                             (A) 												                        The Contractor certifies to the	Contracting Officer that, to the best of the Contractor’s knowledge	and belief, the Contractor is entitled to the offset in the amount	requested; and                                                                                                (B) 												                        The Contractor	proves that the certified cost or pricing data were available before	the "as of" date specified on its Certificate of Current Cost or	Pricing Data, and that the data were not submitted before such date.                                                                                                                                         (ii) 										                    An offset	shall not be allowed if-                                                                                             (A) 												                        The understated data were known	by the Contractor to be understated before the "as of" date specified	on its Certificate of Current Cost or Pricing Data; or                                                                                                (B) 												                        The Government	proves that the facts demonstrate that the contract price would	not have increased in the amount to be offset even if the available	data had been submitted before the "as of" date specified on its	Certificate of Current Cost or Pricing Data.                                                                                                                                                                                       (e) 						            If any	reduction in the contract price under this clause reduces the price	of items for which payment was made prior to the date of the modification	reflecting the price reduction, the Contractor shall be liable to	and shall pay the United States at the time such overpayment is	repaid-                                                         (1) 								                Interest compounded daily, as required	by 26U.S.C.6622, on the	amount of such overpayment to be computed from the date(s) of overpayment	to the Contractor to the date the Government is repaid by the Contractor	at the applicable underpayment rate effective for each quarter prescribed	by the Secretary of the Treasury under 26 U.S.C.6621(a)(2); and                                                            (2) 								                A penalty	equal to the amount of the overpayment, if the Contractor or subcontractor	knowingly submitted certified cost or pricing data that were incomplete,	inaccurate, or noncurrent.                                                                    (End of clause)    **Parent topic:** 52.215 [Reserved]