4376 Federal Register / Vol. 90, No. 9 / Wednesday, January 15, 2025 / Proposed Rules 

DEPARTMENT OF DEFENSE 

GENERAL SERVICES 

ADMINISTRATION 

NATIONAL AERONAUTICS AND 

SPACE ADMINISTRATION 

48 CFR Parts 1, 2, 3, 7, 8, 9, 10, 11, 12, 

13, 15, 16, 17, 18, 37, 42, 50, and 52 

[FAR Case 2023–006, Docket No. FAR– 

2023–0006, Sequence No. 1] 

RIN 9000–AO54 

Federal Acquisition Regulation: 

Preventing Organizational Conflicts of 

Interest in Federal Acquisition 

AGENCY: Department of Defense (DoD), 

General Services Administration (GSA), 

and National Aeronautics and Space 

Administration (NASA). 

ACTION: Proposed rule. 

SUMMARY: DoD, GSA, and NASA are 

proposing to amend the Federal 

Acquisition Regulation (FAR) to 

implement the Preventing 

Organizational Conflicts of Interest in 

Federal Acquisition Act. The statute 

requires the FAR to provide and update 

definitions, guidance, and examples 

related to organizational conflicts of 

interest, including the creation of 

solicitation provisions and contract 

clauses to avoid or mitigate 

organizational conflicts of interest. The 

statute also requires the FAR to permit 

contracting officers to consider 

professional standards and procedures 

to prevent organizational conflicts of 

interest to which an offeror or contractor 

is subject. 

DATES: Interested parties should submit 

written comments to the Regulatory 

Secretariat Division at the address 

shown below on or before March 17, 

2025 to be considered in the formation 

of the final rule. 

ADDRESSES: Submit comments in 

response to FAR Case 2023–006 to the 

Federal eRulemaking portal at https://

www.regulations.gov by searching for 

‘‘FAR Case 2023–006’’. Select the link 

‘‘Comment Now’’ that corresponds with 

‘‘FAR Case 2023–006’’. Follow the 

instructions provided on the ‘‘Comment 

Now’’ screen. Please include your name, 

company name (if any), and ‘‘FAR Case 

2023–006’’ on your attached document. 

If your comment cannot be submitted 

using https://www.regulations.gov, call 

or email the points of contact in the FOR

FURTHER INFORMATION CONTACT section of 

this document for alternate instructions. 

Instructions: Please submit comments 

only and cite ‘‘FAR Case 2023–006’’ in 

all correspondence related to this case. 

Comments received generally will be 

posted without change to https://

www.regulations.gov, including any 

personal and/or business confidential 

information provided. Public comments 

may be submitted as an individual, as 

an organization, or anonymously (see 

frequently asked questions at https://

www.regulations.gov/faq). To confirm 

receipt of your comment(s), please 

check https://www.regulations.gov, 

approximately two to three days after 

submission to verify posting. 

FOR FURTHER INFORMATION CONTACT: For 

clarification of content, contact Ms. 

Mahruba Uddowla, Procurement 

Analyst, at 703–605–2868 or by email at 

Mahruba.Uddowla@gsa.gov. For 

information pertaining to status, 

publication schedules, or alternate 

instructions for submitting comments if 

https://www.regulations.gov cannot be 

used, contact the Regulatory Secretariat 

at 202–501–4755 or GSARegSec@

gsa.gov. Please cite ‘‘FAR Case 2023– 

006.’’ 

SUPPLEMENTARY INFORMATION: 

I. Background 

DoD, GSA, and NASA are proposing 

to revise the FAR to implement the 

Preventing Organizational Conflicts of 

Interest in Federal Acquisition Act (Pub. 

L. 117–324, 41 U.S.C. 2303 note), 

enacted December 27, 2022. The statute 

directs the Federal Acquisition 

Regulatory Council to revise the FAR to 

provide and update— 

• Definitions, to include those related 

to specific types of organizational 

conflicts of interest (OCIs), including 

unequal access to information, impaired 

objectivity, and biased ground rules; 

• Guidance and illustrative examples 

related to relationships of contractors 

with public, private, domestic, and 

foreign entities that may result in OCIs; 

• Illustrative examples of situations 

related to the potential for OCIs. 

The statute also requires that the FAR 

be revised to provide agencies with 

tailorable solicitation provisions and 

contract clauses to avoid or mitigate 

organizational conflicts. The statute 

provides agencies the ability to take 

agency-specific needs into consideration 

when addressing risk that may be 

unique to the agency. 

The statute instructs the Federal 

Acquisition Regulatory Council to 

require executive agencies to establish 

or update agency conflict of interest 

procedures to implement these revisions 

to the FAR. Agencies will be instructed 

to develop or update procedures to 

reflect the requirements of this new 

regulatory coverage when it is finalized. 

DoD, GSA, and NASA published a 

proposed rule under FAR Case 2011– 

001, Organizational Conflicts of Interest, 

on April 26, 2011 (76 FR 23236) 

intended to amend the FAR coverage of 

OCIs and provide additional coverage 

regarding unequal access to nonpublic 

information. However, given the amount 

of time that had passed since 

publication of the proposed rule, and 

potential changed circumstances, a 

decision was made not to proceed with 

finalization of that rule. As a result, the 

proposed rule was withdrawn and the 

case was closed on March 19, 2021 (86 

FR 14863). 

II. Discussion and Analysis 

This rule proposes to create a new 

FAR subpart 3.12, Organizational 

Conflicts of Interest, to reflect the 

direction of the statute. A summary of 

the proposed changes follows: 

A. Placement of OCI Coverage 

This rule proposes to move OCI 

coverage from FAR subpart 9.5 to a new 

subpart in FAR part 3. Part 9 addresses 

contractor qualifications. While the 

ability to provide impartial advice and 

assistance is an important qualification 

of a Government contractor, the larger 

issues that underlie efforts to identify 

and address OCI are more directly 

associated with some of the business 

practice topics discussed in FAR part 3. 

Part 3 is already the home of coverage 

on personal conflicts of interest. As a 

result, FAR subpart 9.5 is proposed to 

be marked ‘‘reserved’’ and the coverage 

of OCIs in 9.000, Scope of part, is 

removed. 

To reflect the broader scope of part 3, 

this rule proposes to change the title 

from ‘‘Improper Business Practices and 

Personal Conflicts of Interest’’ to 

‘‘Business Ethics and Conflicts of 

Interest.’’ As a result, the proposed rule 

also revises section 3.000, Scope of part, 

to reflect the new scope. 

B. Definitions 

The proposed rule updates definitions 

and creates several new definitions. The 

definition of OCI in FAR part 2 is 

revised to address ‘‘unequal access to 

information, impaired objectivity, and 

biased ground rules,’’ in accordance 

with the statute. For clarity, a definition 

of ‘‘entity’’ is created for the context of 

OCIs. The definition is refined to clearly 

reflect the two types of situations that 

result in OCI concerns: impaired 

objectivity and unfair competitive 

advantage. 

A new definition is added for 

impaired objectivity, which is a type of 

OCI in which an entity or its affiliate 

has or may have financial or other 

interests or an incentive to provide 

other than impartial advice to the 


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Government, or the entity or its 

affiliate’s objectivity in performing the 

contract work is or might be otherwise 

impaired. In the context of these 

definitions related to OCIs, ‘‘entity’’ can 

mean an individual, a corporation or 

other organization. 

Unfair competitive advantage in turn 

can result from biased ground rules or 

unequal access to information. The 

proposed rule adds a definition for 

‘‘biased ground rules’’ that describes a 

situation in which an entity or its 

affiliate, as part of its performance of a 

Government contract, has or may have 

materially influenced the development 

of the requirement, evaluation criteria, 

or other source selection procedures for 

another Government contract. The 

primary concern is that the entity could 

skew the future competition, whether 

intentionally or not, in favor of itself. 

A new definition for ‘‘unequal access 

to information’’ describes situations in 

which an entity or its affiliate has or 

may have an unfair competitive 

advantage because they have access to 

Government-provided information that 

all potential offerors do not have. That 

information may assist the entity in 

obtaining the contract. 

The proposed rule also adds a 

definition of ‘‘firewall’’ to new section 

3.1201 since the term reflects an 

important mitigation strategy for 

addressing OCI resulting from unequal 

access to information in the new 

subpart. 

C. General Policy 

The new OCI coverage at FAR subpart 

3.12 provides updated statutory 

citations and a more concise depiction 

of the applicability of the requirements. 

While the requirements are applicable 

to most procurements, acquisitions 

below the simplified acquisition 

threshold (SAT) and those for 

commercial products are exempt, as 

well as subcontracts for commercial 

products or commercial services. 

Within the new policy section at FAR 

3.1203, the proposed rule explains the 

two types of harm that OCIs may cause 

to the procurement system: harm from 

impaired objectivity and harm to the 

integrity of the competitive acquisition 

process. The discussion provides the 

actions that the Government and agency 

contracting officers should take to 

address or prevent harm. 

The rule describes the role a 

contractor’s advantage can play in OCIs. 

Proposed language clarifies that the 

mere fact that a contractor has a 

competitive advantage in an acquisition 

on the basis of having previously 

performed work for the Government 

(i.e., ‘‘natural advantage’’) does not 

mean that the contractor has an OCI or 

that the contractor’s advantage is unfair. 

Guidance is provided to contracting 

officers on the hard facts needed (vs. 

innuendo and supposition) to determine 

the presence of OCIs in a procurement. 

The new section directs contracting 

officers to address situations where one 

or more offerors hold an unfair 

competitive advantage due to unequal 

access to information. The rule directs 

contracting officers to explore all 

available methods to address an OCI 

based upon unequal access to 

information before selecting 

disqualification of an offeror to alleviate 

unfair competitive advantage. Language 

in this section contains general 

principles for determining when access 

to information is ‘‘unequal,’’ constitutes 

an OCI, and needs to be addressed. 

D. Examples 

As required by the statute, the 

proposed rule provides ‘‘illustrative 

examples’’ of potential OCIs that could 

result from ‘‘relationships of contractors 

with public, private, domestic, and 

foreign entities’’ at section 3.1204. The 

rule also provides examples of potential 

OCIs that result from a ‘‘Federal 

regulatory agency’’ awarding a contract 

for consulting services to a contractor in 

which ‘‘employees of the contractor 

performing work under such contract 

are permitted by the contractor to 

simultaneously perform work under a 

contract for a private sector client under 

the regulatory purview of such agency.’’ 

For clarity, the examples are broken 

out by the two sources of OCIs: 

impaired objectivity and unfair 

competitive advantage. The examples of 

impaired objectivity include situations 

in which a firm’s relationships with 

other entities can create undue 

influence or otherwise impair their 

performance on a Government contract. 

The examples of unfair competitive 

advantage are broken out by when the 

advantage is created from biased ground 

rules and from unequal access to 

information. 

E. Methods of Addressing OCIs 

The proposed rule provides guidance 

at 3.1205 on the various methods for 

addressing OCIs. Agencies are advised 

that OCIs and their associated risks may 

be addressed by means of avoidance; 

limitations on future contracting; 

mitigation; and/or the Government’s 

assessment that the risk inherent in the 

conflict is acceptable. 

The rule explains the methods of 

avoiding OCIs at 3.1205–1 and advises 

contracting officers to work with the 

program office or requiring activity early 

in the acquisition process to 

successfully implement an avoidance 

strategy. Similar to current FAR 9.505– 

2 language, the rule lists techniques for 

avoidance such as developing a 

statement of work that does not require 

contractors to utilize subjective 

judgment and, when required, soliciting 

advice from more than one contractor 

rather than relying on the advice of a 

single contractor. The coverage 

recognizes that the available tools and 

appropriate use of avoidance by 

disqualification of an offeror depend on 

the circumstances involved. 

The rule also provides guidance at 

3.1205–2 for addressing OCIs by using 

a limitation on future contracting. Such 

limitations apply when the contractor’s 

work on a current contract could be 

impaired by virtue of its expectation of 

future work or could jeopardize the 

integrity of the competitive process. As 

a result, a contractor and its affiliates 

may be precluded from entering into 

certain future contracts, either as a 

prime contractor or subcontractor. 

Similar to current FAR 9.507–2 

language, the rule directs contracting 

officers to place a reasonable duration 

for the limitation that is sufficient to 

neutralize the OCI. Contracting officers 

are advised to provide a specific end 

date for the limitation or indicate that 

the limitation would end upon 

occurrence of an identifiable event. 

The rule provides guidance at 3.1205– 

3 on techniques that can reduce, or 

mitigate, OCI risk. These techniques 

may require Government action, 

contractor action, or a combination of 

both. The new text requires that, when 

mitigation is used to address OCIs, the 

offeror-submitted and Governmentapproved mitigation plan be 

incorporated into the contract. The 

mitigation plan must reflect all actions 

the offeror has agreed to take to mitigate 

OCIs. The proposed rule describes 

several mitigation techniques and 

explains when the techniques should be 

used. 

The proposed rule provides direction 

at 3.1205–4 for instances in which the 

Government determines that the risk of 

harm from impaired objectivity is an 

acceptable performance risk. In making 

such a determination, the contracting 

officer will assess whether some or all 

of the performance risk is acceptable 

because the risk is outweighed by the 

expected benefit of having the offeror 

perform the contract, and whether the 

performance risk is manageable. The 

rule provides agencies the flexibility to 

set approval levels for such 

determinations above the contracting 

officer in agency procedures. When 

making a determination that the risk is 

acceptable, contracting officers should 


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use a combination of methods to 

address OCIs, particularly mitigation. 

The proposed rule adds new FAR 

section 3.1206 to provide guidance on 

waivers, much of which is similar to the 

coverage currently in FAR 9.503. 

Agencies have the authority to pursue a 

waiver from a preexisting limitation on 

future contracting or from the 

requirements to address OCIs in a 

particular acquisition when certain 

circumstances exist. The new text 

provides the minimum requirements for 

each waiver and specifies that the 

approval authority is the agency head, 

without delegation below the head of 

the contracting activity. 

F. Contracting Officer Responsibilities 

The proposed rule consolidates the 

discussion of contracting officer 

responsibilities to identify, analyze, and 

address OCIs at FAR 3.1207. The new 

text provides more detailed guidance 

than the current coverage at FAR 9.504. 

FAR 3.1207–2 requires contracting 

officers to identify whether an 

acquisition has the potential to result in 

an OCI during the presolicitation phase 

of the acquisition process to decide 

whether to include an appropriate 

provision in the solicitation. 

New text at section 3.1207–3 provides 

guidance on analyzing information from 

the offeror and other sources to 

determine if an OCI is present during 

the evaluation phase. 

New text at section 3.1207–4 

describes the contracting officer’s 

responsibilities in implementing the 

selected method or methods to reduce 

or eliminate the risks associated with a 

particular OCI. Part of addressing, for 

example, could include negotiating an 

acceptable mitigation plan. The 

responsibility to ‘‘address’’ is similar to 

the requirement to ‘‘resolve’’ in current 

FAR subpart 9.5 prior to award of a 

contract or issuance of an order under 

a contract. The new term reflects the 

range of flexibilities that are allowed 

under the new, risk-based approach to 

OCIs. While existing case law requires 

the contracting officer to determine that 

a conflict has been adequately 

mitigated, the proposed rule allows the 

contracting officer to accept a risk when 

the conflict results from impaired 

objectivity and the risk to performance 

is low (see proposed FAR 3.1205–4). 

New text at FAR 3.1207–5 is similar 

to current direction at FAR 9.504(e), 

which requires contracting officers to 

award to the apparent successful offeror 

after all OCIs have been addressed or 

waived. Contracting officers are 

required to notify the offeror, provide 

the reason for withholding award, and 

allow the offeror a reasonable 

opportunity to respond prior to 

withholding award due to OCIs. 

FAR 3.1207–6 requires contracting 

officers to consider OCI at the time of 

award and again when issuing an order. 

For interagency acquisitions where the 

ordering (customer) agency places an 

order directly under another agency’s 

contract (a ‘‘direct acquisition’’), the 

ordering agency is responsible for 

addressing OCIs on that order. For 

interagency acquisitions where the 

servicing agency performs acquisition 

activities on the requesting agency’s 

behalf (an ‘‘assisted acquisition’’), the 

interagency agreement between the 

servicing and requesting agency to 

establish the terms and conditions of the 

assisted acquisition would need to 

identify which party is responsible for 

carrying out these responsibilities. 

G. New Provisions and Clauses 

The proposed rule adds 2 new 

solicitation provisions and 3 new 

contract clauses related to OCIs in FAR 

part 52. Existing FAR coverage 

anticipates appropriate handling of OCI 

issues through solicitation provisions 

and contract clauses, but does not 

provide a standard format (see FAR 

9.507). The statute requires that the FAR 

provide contracting officers with 

standard language that can be used or 

tailored as appropriate. The proposed 

rule combines the requirements at FAR 

9.506 and 9.507 with the statutory 

direction that the clauses and provisions 

‘‘require contractors to disclose 

information relevant to potential 

organizational conflicts of interest and 

limit future contracting,’’ in the 

development of one proposed provision 

and all the clauses on OCI. 

The proposed rule adds a new 

provision at FAR 52.203–XX, Potential 

Organizational Conflict of Interest— 

Disclosure and Representation, to 

provide notice to offerors that the nature 

of the work described in the solicitation 

is such that OCIs may result from 

contract performance. When using this 

provision, contracting officers may 

identify contractors that are disqualified 

from participation and types of client or 

industry relationships that may present 

OCIs for the work to be performed under 

a contract resulting from that 

solicitation. This provision requires an 

offeror, as part of its proposal, to— 

(1) Disclose all relevant information 

regarding any OCI (including active 

limitations on future contracting and 

specific clients or industry relationships 

that may create OCI if identified by the 

contracting officer); 

(2) Disclose any professional 

standards to which it is subject, or any 

procedures it has in place, to prevent 

OCIs; 

(3) Represent, to the best of its 

knowledge and belief, that it has 

disclosed all relevant information 

regarding any OCI; 

(4) Explain the actions it intends to 

use to address any OCI (e.g., submit a 

mitigation plan if it believes an OCI may 

exist or agree to a limitation on future 

contracting); and 

(5) Update their disclosure(s) for new 

information not previously disclosed or 

if there is a change to any relevant facts 

relating to a previously disclosed OCI. 

The proposed rule adds a new clause 

at FAR 52.203–DD, Postaward 

Disclosure of Organizational Conflict of 

Interest, which requires the contractor 

to make a prompt and full disclosure of 

any new or newly discovered OCI. The 

clause is intended to address scenarios 

in which events occur during the 

performance of a contract that result in 

a new OCI, or an OCI is discovered after 

award. The contractor is informed that 

in certain circumstances, the newly 

reported OCI may result in termination 

of the contract. The clause is required to 

flow down to subcontracts exceeding 

the SAT where the work includes or 

may include tasks that may result in an 

OCI, except subcontracts for commercial 

products or commercial services. 

The proposed rule adds a new clause 

at FAR 52.203–MM, Mitigation of 

Organizational Conflicts of Interest, for 

contracts that may involve an OCI that 

can be addressed by an acceptable 

offeror-submitted mitigation plan prior 

to contract award. The clause 

incorporates the mitigation plan in the 

contract; addresses changes to the 

mitigation plan; and addresses 

noncompliance with the clause or with 

the mitigation plan. The clause is 

required to flow down to subcontracts 

exceeding the SAT where the work is 

addressed in the mitigation plan, except 

subcontracts for commercial products or 

commercial services. 

The proposed rule adds a new clause 

at FAR 52.203–LL, Limitation on Future 

Contracting, for use when the 

contracting officer decides to address a 

potential conflict of interest through a 

limitation on future contracting. The 

contracting officer must fill in the 

nature of the limitation on future 

contractor activities and the length of 

any such limitation. The clause 

provides explicit terms with which the 

contractor would comply regarding 

future competitions that would create 

an OCI. The clause is required to flow 

down to subcontracts exceeding the 

SAT for which the work includes tasks 

that are encompassed by the description 

of work the contracting officer identified 


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as subject to a limitation, except 

subcontracts for commercial products or 

commercial services. 

The proposed rule adds a new 

provision at FAR 52.203–AA, Unequal 

Access to Information—Representation, 

which requires the offeror to identify, 

prior to submission of its offer, whether 

it or any of its affiliates had unequal 

access to any information that could 

provide an unfair competitive 

advantage. If so, the offeror is required 

to advise the contracting officer of any 

actions that the offeror proposes to take 

to resolve the OCI. The provision also 

requires offerors to represent, by 

submission of an offer, that they 

effectively implemented any agreed-to 

mitigation measures and that any 

firewall that was used to mitigate the 

OCI has not been breached. The 

provision requires offerors to check a 

box if any planned firewall was not 

implemented or was breached. In the 

event an offeror checks that box, the 

provision requires the offeror to provide 

additional explanatory information. 

New prescriptions for the provisions 

and clauses are added at FAR 3.1208. 

FAR provision 52.203–XX is prescribed 

for use in solicitations exceeding the 

SAT, other than solicitations for 

commercial products, when the 

contracting officer identifies the work 

may have the potential to result in an 

OCI. 

FAR clause 52.203–DD is prescribed 

for use when provision 52.203–XX is 

included. Contracting officers are 

instructed to fill in paragraph (b)(1)(iii) 

of the clause if they identified specific 

contractor client and industry 

relationships that may present a conflict 

of interest. 

FAR clause 52.203–MM is prescribed 

for use in solicitations exceeding the 

SAT, other than solicitations for 

commercial products, when the 

resulting contract may involve an OCI 

that can be addressed by an acceptable 

offeror-submitted mitigation plan. 

Contracting officers are instructed to 

only include the clause in the resulting 

contract if the offeror submits an 

organizational conflict of interest 

mitigation plan that will be 

incorporated into the contract. 

FAR clause 52.203–LL is prescribed 

for use in solicitations exceeding the 

SAT, other than solicitations for 

commercial products, when the 

contracting officer expects that the 

method of addressing the OCI will 

involve a limitation on future 

contracting. The clause is to be included 

in the resulting contract only if a 

limitation on future contracting is to be 

placed on the contractor. In the event 

the clause is to be included in the 

contract, prior to award the contracting 

officer must fill in the clause with the 

nature and duration of the limitation on 

future contracting or contractor 

activities, based on communications 

with the apparent successful offeror. 

Contracting officers are instructed to 

establish a duration sufficient to 

neutralize the projected organizational 

conflict of interest, but no longer than 

necessary. 

FAR provision 52.203–AA is 

prescribed for use in solicitations 

exceeding the SAT, other than 

solicitations for commercial products. 

H. Conforming and Other Minor Edits 

FAR part 1 is proposed to be amended 

at 1.106 to reflect the OMB control 

number associated with the new FAR 

clauses and provisions that contain an 

information collection, requiring 

approval under the Paperwork 

Reduction Act. 

Conforming edits are made to part 2, 

subpart 3.6, parts 11, 15, 17, 18, 37, 42, 

and 50 to reflect the movement of OCI 

coverage from FAR subpart 9.5 to new 

subpart 3.12. This includes moving the 

definition of ‘‘contractor team 

arrangement’’ out of FAR 9.6 to part 2, 

since the term will be used in the OCI 

coverage in part 3, in addition to part 9. 

Language flagging applicability of OCI 

procedures to task orders is added to 

FAR 8.405, Ordering procedures for 

Federal Supply Schedules, and FAR 

16.505, Ordering. 

Revisions to part 12 are proposed to 

reflect the Federal Acquisition 

Regulatory Council’s determination that 

it would be in the best interest of the 

Federal Government to not exempt 

contracts for the acquisition of 

commercial services from the statute. 

Revisions to part 13 are proposed to 

reflect that the statute does not apply to 

all acquisitions at or below the SAT in 

accordance with 41 U.S.C. 1905. See 

section III of the preamble below for 

further details. 

Language is added to FAR 15.306, 

Exchanges with offerors after receipt of 

proposals, to clarify that exchanges 

about OCIs are not necessarily 

considered discussions. Exchanges on 

an offeror’s OCI mitigation plan are 

similar to responsibility determinations 

when OCI is not an evaluation factor. 

However, the language requires 

discussions if the other parts of the 

technical proposal and/or cost proposal 

are changed due to the exchanges. The 

language creates clear direction for both 

the Government and offerors regarding 

the extent to which an OCI mitigation 

plan may be changed without triggering 

the requirement to conduct discussions. 

III. Applicability to Contracts at or 

Below the Simplified Acquisition 

Threshold (SAT) and for Commercial 

Products (Including Commercially 

Available Off-The-Shelf (COTS) Items) 

or for Commercial Services 

This rule proposes to add new 

provisions and clauses at— 

• FAR 52.203–XX, Potential 

Organizational Conflict of Interest— 

Disclosure and Representation; 

• FAR 52.203–DD, Postaward 

Disclosure of Organizational Conflict of 

Interest; 

• FAR 52.203–MM, Mitigation of 

Organizational Conflicts of Interest; 

• FAR 52.203–LL, Limitation on 

Future Contracting; and 

• FAR 52.203–AA, Unequal Access to 

Information—Representation. 

These new provisions and clauses 

implement the requirements of the 

Preventing Organizational Conflicts of 

Interest in Federal Acquisition Act (Pub. 

L. 117–324). The provisions and clauses 

are prescribed at FAR 3.1208 for use in 

acquisitions exceeding the SAT, and for 

acquisitions of commercial services, 

where OCIs are anticipated. The 

provisions and clauses are not 

prescribed for acquisitions of 

commercial products (including COTS). 

A. Applicability to Contracts at or Below 

the Simplified Acquisition Threshold 

41 U.S.C. 1905 governs the 

applicability of laws to acquisitions at 

or below the SAT. Section 1905 

generally limits the applicability of new 

laws when agencies are making 

acquisitions at or below the SAT, but 

provides that such acquisitions will not 

be exempt from a provision of law 

under certain circumstances, including 

when the Federal Acquisition 

Regulatory Council makes a written 

determination and finding that it would 

not be in the best interest of the Federal 

Government to exempt contracts and 

subcontracts in amounts not greater 

than the SAT from the provision of law. 

At this time, the Federal Acquisition 

Regulatory Council does not intend to 

make a determination to apply this 

statute to contracts or subcontracts at or 

below the SAT. However, the Federal 

Acquisition Regulatory Council may 

decide for the final rule to make a 

determination to apply this statute to 

certain contracts at or below the SAT, 

specifically those contracts that 

subsequently lead to future contracts in 

amounts greater than the SAT, where 

OCIs are anticipated. Public comments 

are welcome on whether it would be in 

the best interest of the Federal 

Government to apply this statute to the 

subset of contracts at or below the SAT. 


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B. Applicability to Contracts for the 

Acquisition of Commercial Products 

(Including Commercially Available OffThe-Shelf (COTS) Items) and 

Commercial Services 

41 U.S.C. 1906 governs the 

applicability of laws to contracts for the 

acquisition of commercial products and 

commercial services, and is intended to 

limit the applicability of laws to 

contracts for the acquisition of 

commercial products and commercial 

services. Section 1906 provides that if 

the Federal Acquisition Regulatory 

Council makes a written determination 

that it is not in the best interest of the 

Federal Government to exempt 

commercial contracts, the provision of 

law will apply to contracts for the 

acquisition of commercial products and 

commercial services. 

41 U.S.C. 1907 states that acquisitions 

of COTS items will be exempt from 

certain provisions of law unless the 

Administrator for Federal Procurement 

Policy makes a written determination 

and finds that it would not be in the best 

interest of the Federal Government to 

exempt contracts for the procurement of 

COTS items. 

The Federal Acquisition Regulatory 

Council intends to make a 

determination to apply this statute to 

acquisitions for commercial services, 

but not commercial products. The 

Administrator for Federal Procurement 

Policy does not intend to make a 

determination to apply this statute to 

acquisitions for COTS items. 

C. Determination 

As defined in this rule in accordance 

with the statute, OCI occurs when an 

entity has impaired objectivity or an 

unfair competitive advantage. Impaired 

objectivity could result in the 

Government acquiring products and 

services that are not the best value or for 

which the contractor’s performance is 

biased against the Government’s 

interest. Unfair competitive advantage, 

which is caused by either biased ground 

rules or unequal access to information, 

jeopardizes the Government’s ability to 

solicit competitive proposals and 

removes integrity and fairness from the 

Federal acquisition process. 

Application of Public Law 117–324 to 

acquisitions of commercial services is in 

the best interest of the Government. 

Many of the situations in which the 

Government is vulnerable to OCI occur 

when it acquires services from the 

commercial sector. One such situation 

explicitly called out in the statute 

occurs when a ‘‘regulatory’’ agency 

acquires consulting services—which is a 

commercial service—from a contractor, 

and the contractor has the same 

employees perform both under the 

agency’s contract as well as on a 

contract with a private sector client that 

is regulated by said agency. Further, due 

to the preference of the Government to 

acquire commercial products and 

commercial services (41 U.S.C. 3307), a 

significant portion of the Government’s 

spend is on these categories; and 

between the two, commercial services 

are acquired more often than 

commercial products. According to data 

from the Federal Procurement Data 

System, 61% of the contracts over the 

SAT awarded in fiscal year 2023 using 

commercial acquisition procedures were 

for services. 

Given the statute’s explicit 

requirement to protect particular 

acquisitions of commercial services 

against OCIs and the prevalence of the 

Government’s acquisition of commercial 

services, exempting acquisitions of 

commercial services from application of 

the statute would result in a failure to 

completely implement the statute and 

greatly limit the implementation of the 

remainder of the statute. 

Based on these findings, the Federal 

Acquisition Regulatory Council intends 

to determine that it would not be in the 

best interest of the Federal Government 

to exempt contracts for the acquisition 

of commercial services from the 

applicability of Public Law 117–324. 

Considering the nature of commercial 

products and the fact that protections 

will be applied against OCIs at the 

prime contract level for commercial 

services, it is not in the best interest of 

the Government to apply Public Law 

117–324 to acquisitions of commercial 

products or to subcontracts for 

commercial services. 

IV. Expected Impact of the Rule 

A. Summary of the Rule 

This rule proposes to update the FAR 

coverage related to OCI. The revisions 

include moving the coverage from a 

FAR part that addresses contractor 

qualifications to a FAR part that 

addresses contractor business practices. 

While the ability to provide impartial 

advice and assistance is an important 

qualification of a Government 

contractor, the larger issues that 

underlie efforts to identify and address 

OCIs are more directly associated with 

business practice issues. 

The rule also proposes to revise the 

definition of OCI. Currently, the FAR 

definition of OCI is at a high level and 

only mentions that it can cause 

impaired objectivity or unfair 

competitive advantage. This rule 

proposes to provide more details on 

how OCIs could cause an unfair 

competitive advantage (i.e., through 

biased ground rules or unequal access to 

information) and further defines key 

terms used in the OCI definition. It is 

expected that the new definition will 

clarify what constitutes an OCI for both 

the acquisition workforce and industry. 

The rule provides a definition of 

‘‘firewall’’ to provide more context to 

the new coverage related to mitigation 

strategies for various types of OCIs. 

The rule strengthens the OCI coverage 

by providing updated illustrative 

examples of what constitutes an OCI, 

offering an additional way of addressing 

OCIs, presenting a consolidated 

discussion of contracting officer 

responsibilities that provides more 

detailed guidance, establishing 

standardized FAR OCI clauses and 

provisions, and adding guidance related 

to situations in which OCI causes an 

unfair competitive advantage due to 

someone having unequal access to 

information. The illustrative examples 

are updated to reflect current 

acquisition scenarios and are broken out 

by the two sources of OCIs: impaired 

objectivity and unfair competitive 

advantage. This new coverage is 

expected to provide clarity and assist 

contracting officers in identifying the 

existence of OCIs in their procurement 

and therefore, take steps to 

appropriately address OCIs. 

The rule provides contracting officers 

with a new risk-based method of 

addressing OCIs, i.e., the ability to 

determine whether an OCI risk 

involving impaired objectivity is an 

acceptable risk in certain circumstances. 

The new guidance is structured 

according to the steps a contracting 

officer must take during the different 

phases of an acquisition to identify and 

address OCIs. The more detailed 

structure in this proposed rule is 

expected to help contracting officers 

more effectively identify, analyze, and 

address OCI for their procurements. 

Instead of directing contracting 

officers to create an OCI provision and 

a clause that will implement a 

limitation on future contracting, this 

rule proposes to establish a FAR 

provision that includes OCI disclosure 

requirements and provides OCI notices 

to industry as well as a FAR clause that 

implements limitations on future 

contracting. In addition, the proposed 

rule establishes FAR clauses related to 

postaward OCI disclosures and 

mitigation plans as well as a FAR 

provision addressing representations 

related to an unfair competitive 

advantage due to unequal access to 

information. By creating FAR clauses 

and provisions, it is expected that there 


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will be greater use of standardized OCI 

terms and conditions across 

Government procurements. The new 

guidance related to unequal access to 

information provides more complete 

OCI coverage. 

B. Benefits 

Benefits of this rule, for both the 

Government and the public, include 

ensuring fair competition, maintaining 

integrity of the procurement process, 

avoiding unfair advantage, protecting 

Government interests, furthering legal 

compliance, maintaining public trust, 

enhancing efficient contract 

performance, standardizing terms and 

conditions, and protecting against 

contract termination. 

By revising the OCI coverage, the 

Government expects to enable fair 

competition among contractors. Fair 

competition encourages industry to 

focus on innovation and quality to stand 

out among competitors. This emphasis 

on excellence can result in better project 

outcomes and reduced costs associated 

with addressing issues that may arise 

from suboptimal performance. 

Revising the OCI coverage is expected 

to help maintain the integrity of the 

procurement process by furthering the 

Government’s requirement that Federal 

procurements are conducted impartially 

and without undue influence. The 

revised coverage is expected to help the 

Government identify and address 

conflicts prior to the receipt of offers. 

Furthermore, effective OCI management 

can prevent legal challenges and bid 

protests related to perceived 

improprieties in the procurement 

process. Litigation can be timeconsuming and costly for contractors 

and the Government and avoiding them 

contributes to overall cost savings for 

both parties. 

The proposed FAR OCI provisions 

and clauses are intended to prevent 

contractors from gaining an unfair 

advantage in current or future 

acquisitions. When used, potential 

offerors are notified of reasons for 

exclusion from receiving a contract 

award. Cost savings can result from: 

(1) Supporting fair competition, 

which—promotes an even playing field 

allowing all eligible contractors to 

compete; 

(2) Avoiding preferential treatment, 

which—prevents bid protests, saving 

legal fees, delays, and re-solicitation 

costs; 

(3) Preventing biased decision 

making; 

(4) Protecting proprietary information 

to prevent contractors with unfair 

advantages, such as access to sensitive 

information through conflicts of 

interest, from gaining insights into their 

competitors, which could allow those 

contractors’ to affect pricing; and 

(5) Preventing postaward issues—by 

addressing OCI before the award of a 

contract, which helps prevent 

postaward issues that could arise if 

conflicts are discovered later. Timely 

management of OCI reduces the risk of 

protests, disputes, or legal challenges 

that can disrupt the contract execution 

phase. 

The revised OCI coverage may assist 

the Government in protecting its own 

interests by requiring its contractors to 

act in the best interest of the 

Government without compromising the 

effectiveness of the work. If the 

effectiveness of a contract is 

compromised, the contractor may be 

susceptible to price adjustments, delays, 

litigation, or contract termination. By 

ensuring the Government’s interests are 

protected, the contractor’s interests are 

protected as well. 

The updated OCI coverage is expected 

to help the Government comply with 

relevant laws, regulations, and 

procurement policies designed to 

promote fairness, competition, and 

ethical conduct in the procurement 

process. Compliance prevents costly 

litigation for both the Government and 

industry and allows the Government to 

avoid the possibility of unintended 

contract delays. 

The revised OCI coverage may 

contribute to building and maintaining 

public trust in the Government’s 

procurement processes. It demonstrates 

a commitment to ethical practices and 

fairness in awarding contracts. Public 

trust is closely tied to perceptions of 

ethical conduct. Contractors with a 

reputation for ethical conduct are more 

likely to be trusted by the Government. 

A positive reputation can lead to 

increased business opportunities and a 

higher likelihood of contract awards, 

reducing the costs associated with 

extensive marketing efforts to secure 

contracts. 

The proposed OCI provision and 

clauses provide uniformity in direction 

across all Federal agencies, which helps 

to avoid ambiguity, making it easier for 

each agency to understand the terms 

and obligations. Standardization helps 

prospective contractors comply with 

applicable laws and regulations, 

reducing the likelihood of legal disputes 

and noncompliance issues. 

Standardization of OCI clauses and 

provisions may streamline the proposal 

development process. Industry may 

reuse or modify previous responses to 

the standardized provisions and clauses 

across multiple offers. This may result 

in reductions in the time and resources 

associated with customizing proposals 

for each solicitation. 

The proposed FAR OCI provisions 

and clauses provide a clear, 

comprehensive, and unambiguous 

description of the rights, 

responsibilities, and obligations of all 

parties intended to avoid conditions for 

termination and resulting consequences. 

Contract terminations can be costly to 

contractors as well as the Government. 

C. Costs 

The proposed revisions in this rule 

create costs for both the public and the 

Government, though it is anticipated 

that the costs will be de minimis 

considering that many of the new 

procedures and requirements in this 

rule will take the place of existing 

procedures and requirements spread out 

across the Government such as in 

agencies’ supplements to the FAR. As 

directed in the Preventing 

Organizational Conflicts of Interest in 

Federal Acquisition Act, agencies are 

required to update their conflict of 

interest procedures to implement these 

revisions to the FAR as appropriate. It 

is expected that since the FAR allows 

agencies to tailor certain coverage to 

address risks that are unique to the 

agency, the FAR coverage will 

ultimately replace much of the agencyspecific OCI requirements that currently 

exist. 

The compliance requirements 

explicitly proposed in this rule for 

industry involve mitigation plans and 

disclosures. While this rule proposes to 

create a requirement for contractors to 

comply with any OCI mitigation plan 

that has been incorporated into their 

contract, these contractors are already 

subject to comparable mitigation plan 

requirements when contracting with 

certain agencies, e.g., Defense FAR 

Supplement 209.571–4(b), Department 

of Homeland Security’s clause 

3052.209–72. Similarly, while this rule 

proposes to create a requirement for 

contractors to constantly monitor to 

ensure new OCIs or overlooked OCIs are 

discovered, these contractors are already 

subject to comparable disclosure 

requirements when contracting with 

certain agencies, e.g., Environmental 

Protection Agency’s clause 1552.209– 

71, Department of Energy’s clause 

952.209–72. This rule also proposes to 

create a number of reporting 

requirements; see section VII of this 

preamble. However, since industry is 

already subject to similar reporting 

requirements via various agencyspecific clauses and provisions, it is 

expected that the net reporting cost of 

this proposed rule is less than the 

estimate in section VII of this preamble. 


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The proposed rule provides more 

detailed guidance to the acquisition 

workforce on OCIs. Current FAR 

coverage directs contracting officers to 

‘‘identify,’’ ‘‘evaluate,’’ ‘‘[a]void, 

neutralize, [and] mitigate,’’ OCIs; 

however, there are not many specific 

procedures provided for contracting 

officers to follow. The current FAR 

coverage directs contracting officers to 

use a provision that addresses OCIs and, 

when appropriate, to use a clause that 

can implement a limitation on future 

contracting; however, no provision or 

clause text is provided. For example, the 

proposed new disclosure and unequal 

access to information provisions will 

provide contracting officers with the 

data necessary to best ‘‘identify’’ and 

‘‘evaluate’’ OCIs. The proposed clause 

regarding a limitation on future 

contracting will help the contracting 

officer ‘‘avoid’’ potential OCIs. The 

proposed mitigation plan clause will 

help the contracting officer ‘‘neutralize’’ 

and ‘‘mitigate’’ OCIs. 

While this rule is proposing to create 

new clauses and provisions for 

contracting officers to use and specific 

actions for contracting officers to take, 

the costs associated with these revisions 

should be offset by the current cost of 

the FAR coverage: cost of contracting 

officers having to determine the specific 

actions to take or write their own 

clauses and provisions, both of which 

places the Government at a greater 

degree of OCI risk. The costs associated 

with these revisions are also expected to 

replace the current costs associated with 

contracting officers following agencyspecific guidance instead of contracting 

officers across the Government using a 

set of standardized and uniform 

procedures and terms and conditions. 

V. Executive Orders 12866 and 13563 

Executive Orders (E.O.s) 12866 (as 

amended by E.O. 14094) and 13563 

direct agencies to assess the costs and 

benefits of available regulatory 

alternatives and, if regulation is 

necessary, to select regulatory 

approaches that maximize net benefits 

(including potential economic, 

environmental, public health and safety 

effects, distributive impacts, and 

equity). E.O. 13563 emphasizes the 

importance of quantifying both costs 

and benefits, of reducing costs, of 

harmonizing rules, and of promoting 

flexibility. This is a significant 

regulatory action and, therefore, was 

subject to review under Section 6(b) of 

E.O. 12866, Regulatory Planning and 

Review, dated September 30, 1993. 

VI. Regulatory Flexibility Act 

The proposed rule, if finalized, may 

have a significant economic impact on 

a substantial number of small entities 

within the meaning of the Regulatory 

Flexibility Act 5 U.S.C. 601–612. The 

Initial Regulatory Flexibility Analysis 

(IRFA) is as follows: 

1. Reasons for the action. 

The Department of Defense (DoD), General 

Services Administration (GSA), and National 

Aeronautics and Space Administration 

(NASA) are proposing to revise the Federal 

Acquisition Regulation (FAR) to implement a 

statute, which directs the Federal Acquisition 

Regulatory Council to revise the FAR to 

provide and update— 

• Definitions related to specific types of 

organizational conflicts of interest; 

• Definitions, guidance, and illustrative 

examples related to relationships of 

contractors with public, private, domestic, 

and foreign entities that may cause contract 

support to be subject to potential 

organizational conflicts; and 

• Illustrative examples of situations related 

to the potential organizational conflicts 

identified. 

The statute also directs that the FAR be 

revised to— 

• Provide agencies with solicitation 

provisions and contract clauses to avoid or 

mitigate organizational conflicts, for agency 

use as needed, that require contractors to 

disclose information relevant to potential 

organizational conflicts and limit future 

contracting with respect to potential conflicts 

with the work to be performed under 

awarded contracts; 

• Allow agencies to tailor such solicitation 

provisions and contract clauses as necessary 

to address risks associated with conflicts of 

interest and other considerations that may be 

unique to the agency; and 

• Permit contracting officers to take into 

consideration professional standards and 

procedures to prevent organizational 

conflicts of interest to which an offeror or 

contractor is subject. 

2. Objectives of, and legal basis for, the 

rule. 

The objective of this rule is to implement 

the updates to the FAR as required by the 

statute. 

The legal basis for the rule is the 

Preventing Organizational Conflicts of 

Interest in Federal Acquisition Act (Pub. L. 

117–324, 41 U.S.C. 2303 note). The 

promulgation of the FAR is authorized by 40 

U.S.C. 121(c); 10 U.S.C. chapter 4 and 10 

U.S.C. chapter 137 legacy provisions (see 10 

U.S.C. 3016); and 51 U.S.C. 20113. 

3. Description of and an estimate of the 

number of small entities to which the rule 

will apply. 

The proposed rule is expected to have a 

significant economic impact on a substantial 

number of small entities within the meaning 

of the Regulatory Flexibility Act, 5 U.S.C. 

601–612. 

The rule is proposed to apply to 

acquisitions exceeding the simplified 

acquisition threshold (SAT). The rule is also 

proposed to apply to the acquisition of 

commercial services. The rule is not 

proposed to apply to commercial products, 

which includes commercially available offthe-shelf (COTS) items. 

DoD, GSA, and NASA do not have data on 

the number of acquisitions that may be 

affected by organizational conflicts of 

interest. As of December 3, 2023, there were 

361,685 small business registrants (i.e., 

entities that are small for any North 

American Industry Classification System 

code) in the System for Award Management. 

These registrants may be required to 

complete the new FAR provisions that are 

proposed to be created in this rule. 

4. Description of projected reporting, 

recordkeeping, and other compliance 

requirements of the rule. 

This proposed rule includes both preaward 

and postaward reporting requirements. In 

terms of preaward requirements, offerors are 

required to disclose— 

• Any relevant limitations on future 

contracting, the term of which has not yet 

expired, to which the offeror or potential 

subcontractor(s) agreed; 

• All relevant information of which the 

offeror is aware regarding financial or other 

interests that could give rise to an 

organizational conflict of interest, including 

information about affiliates and potential 

subcontracts, except where such disclosure 

would constitute a violation of law (e.g., the 

Securities Exchange Act of 1934, 15 U.S.C. 

78a et seq.); 

• Information withheld pursuant to the 

previous paragraph as soon as the law no 

longer prohibits disclosure; 

• Any professional standards to which the 

offeror is subject, or any procedures the 

Offeror has in place, to prevent 

organizational conflicts of interest; 

• To the extent that either the offeror or 

the Government identifies any financial or 

other interests that could give rise to an 

organizational conflict of interest on the 

contract resulting from a solicitation, the 

offeror shall explain the actions it intends to 

use to address such organizational conflicts 

of interest, e.g., by submitting a mitigation 

plan and/or accepting a limitation on future 

contracting; 

• Whether an offeror or any of its affiliates 

had unequal access to any information that 

could provide an unfair competitive 

advantage; 

• Any actions that the offeror proposes to 

take to resolve a situation in which it or its 

affiliates had unequal access to information 

that could provide an unfair competitive 

advantage; and 

• Whether any firewall it planned to put 

in place to mitigate the impact of an unfair 

competitive advantage due to unequal access 

to information was not implemented or was 

breached. 

In terms of postaward reporting 

requirements, contractors are required to 

make a full disclosure in writing within 5 

days to the contracting officer if the 

contractor identifies financial or other 

interests that could result in an 

organizational conflict of interest that was 

not previously addressed and for which a 

waiver has not been granted, or a change to 

any relevant facts relating to a previously 


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identified organizational conflict of interest. 

The disclosure shall include a description 

of— 

• The organizational conflict(s) of interest 

in sufficient detail for agency evaluation; and 

• Actions to address the organizational 

conflict(s) of interest that— 

Æ The contractor has taken or proposes to 

take; or 

Æ The contractor recommends that the 

Government take. 

Other postaward reporting requirements 

include— 

• Proposing updates to any mitigation plan 

incorporated into the contract within 30 days 

of— 

Æ Any changes to the legal construct of a 

contractor’s organization, any subcontractor 

changes, or any significant management or 

ownership changes; or 

Æ A change to the contract requirements 

that impacts the mitigation plan; and 

• Reporting to the contracting officer any 

noncompliance with the clause governing 

mitigation plans or with the mitigation plan 

itself, whether by the contractor’s own 

personnel, those of the Government, other 

contractors, or subcontractors. 

In addition to the reporting requirements 

listed above, the rule establishes the 

following compliance requirements for 

offerors and contractors: 

• If an offeror submits a mitigation plan, 

the resulting contract will include the 

Government-approved mitigation plan with 

which that contractor will be required to 

comply. 

• Contractors must flow down the clauses 

pertaining to postaward disclosures, 

mitigation plans, and limitation on future 

contracting to certain subcontracts for which 

the work includes or may include tasks that 

may give rise to an organizational conflict of 

interest. 

• Offerors must determine, to the best of 

their knowledge and belief, whether they or 

any of their affiliates had unequal access to 

any information that could provide an unfair 

competitive advantage. 

The proposed revisions in this rule create 

costs for industry, though it is anticipated 

that the costs will be de minimis considering 

that many of the new procedures and 

requirements in this rule will take the place 

of existing procedures and requirements 

spread out across the Government such as in 

agencies’ supplements to the FAR. As 

directed in the Preventing Organizational 

Conflicts of Interest in Federal Acquisition 

Act, agencies are required to update their 

conflict of interest procedures to implement 

these revisions to the FAR as appropriate. It 

is expected that since the FAR allows 

agencies to tailor certain coverage to address 

risks that are unique to the agency, the FAR 

coverage will ultimately replace much of the 

agency-specific OCI requirements that 

currently exist. 

5. Relevant Federal rules which may 

duplicate, overlap, or conflict with the rule. 

The statute requires agencies to establish or 

update agency conflict of interest procedures 

to implement these revisions to the FAR 

made under the statute and periodically 

assess and update such procedures as needed 

to address agency-specific conflict issues. As 

such, the rule does not duplicate, overlap, or 

conflict with any other Federal rules. 

6. Description of any significant 

alternatives to the rule which accomplish the 

stated objectives of applicable statutes and 

which minimize any significant economic 

impact of the rule on small entities. 

There are no exemptions from the rule for 

small entities, because the law does not 

provide for any such exemption. To 

minimize impact on small entities, the rule 

exempts actions at or below the SAT; the rule 

only applies to those actions above the SAT. 

The rule also exempts acquisitions of 

commercial products, which includes COTS 

items. 

The Regulatory Secretariat Division 

has submitted a copy of the IRFA to the 

Chief Counsel for Advocacy of the Small 

Business Administration. A copy of the 

IRFA may be obtained from the 

Regulatory Secretariat Division. DoD, 

GSA, and NASA invite comments from 

small business concerns and other 

interested parties on the expected 

impact of this proposed rule on small 

entities. 

DoD, GSA, and NASA will also 

consider comments from small entities 

concerning the existing regulations in 

subparts affected by the rule in 

accordance with 5 U.S.C. 610. Interested 

parties must submit such comments 

separately and should cite 5 U.S.C. 610 

(FAR Case 2023–006), in 

correspondence. 

VII. Paperwork Reduction Act 

The Paperwork Reduction Act (44 

U.S.C. 3501–3521) applies because the 

proposed rule contains information 

collection requirements. Accordingly, 

the Regulatory Secretariat Division has 

submitted a request for approval of a 

new information collection requirement 

concerning ‘‘Preventing Organizational 

Conflicts of Interest in Federal 

Acquisition’’ to the Office of 

Management and Budget (OMB). 

A. Public Reporting Burden 

Public reporting burden for this 

information collection includes the time 

for reviewing instructions, searching 

existing data sources, gathering and 

maintaining the data needed, and 

completing and reviewing the collection 

of information. 

1. The annual reporting burden 

estimated for the OCI disclosure and 

representation provision requirements is 

as follows: 

Respondents: 1,781. 

Total annual responses: 3,562. 

Hours/response: × 1. 

Total burden hours: 3,562. 

2. The annual reporting burden 

estimated for the OCI disclosure clause 

requirements is as follows: 

Respondents: 891. 

Total annual responses: 2,673. 

Hours/response: × 1. 

Total burden hours: 2,673. 

3. The annual reporting burden 

estimated for OCI mitigation plans is 

estimated as follows: 

Respondents: 1,114. 

Total annual responses: 3,342. 

Hours/response: × 0.5. 

Total Burden Hours: 1,671. 

4. The annual reporting burden 

estimated for the unequal access to 

information provision requirements is 

as follows: 

Respondents: 357. 

Total annual responses: 357. 

Hours/response: × 0.5. 

Total Burden Hours: 178.5. 

B. Request for Comments Regarding 

Paperwork Burden 

Submit comments on this collection 

of information no later than March 17, 

2025 through https://

www.regulations.gov and follow the 

instructions on the site. All items 

submitted must cite OMB Control No. 

9000–XXXX, Organizational Conflicts of 

Interest. Comments received generally 

will be posted without change to 

https://www.regulations.gov, including 

any personal and/or business 

confidential information provided. To 

confirm receipt of your comment(s), 

please check https://

www.regulations.gov, approximately 

two to three days after submission to 

verify posting. If there are difficulties 

submitting comments, contact the GSA 

Regulatory Secretariat Division at 202– 

501–4755 or GSARegSec@gsa.gov. 

Public comments are particularly 

invited on: 

• The necessity of this collection of 

information for the proper performance 

of the functions of Federal Government 

acquisitions, including whether the 

information will have practical utility; 

• The accuracy of the estimate of the 

burden of this collection of information; 

• Ways to enhance the quality, utility, 

and clarity of the information to be 

collected; and 

• Ways to minimize the burden of the 

collection of information on 

respondents, including the use of 

automated collection techniques or 

other forms of information technology. 

Requesters may obtain a copy of the 

supporting statement from the General 

Services Administration, Regulatory 

Secretariat Division by calling 202–501– 

4755 or emailing GSARegSec@gsa.gov. 

Please cite OMB Control Number 9000– 

XXXX, Organizational Conflicts of 

Interest. 


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4384 Federal Register / Vol. 90, No. 9 / Wednesday, January 15, 2025 / Proposed Rules 

List of Subjects in 48 CFR Parts 1, 2, 3, 

7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 37, 

42, 50, and 52 

Government procurement. 

William F. Clark, 

Director, Office of Government-wide 

Acquisition Policy, Office of Acquisition 

Policy, Office of Government-wide Policy. 

Therefore, DoD, GSA, and NASA 

propose amending 48 CFR parts 1, 2, 3, 

7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 37, 

42, 50, and 52 as set forth below: 

■ 1. The authority citation for 48 CFR 

parts 1, 2, 3, 7, 8, 9, 10, 11, 12, 13, 15, 

16, 17, 18, 37, 42, 50, and 52 continues 

to read as follows: 

Authority: 40 U.S.C. 121(c); 10 U.S.C. 

chapter 4 and 10 U.S.C. chapter 137 legacy 

provisions (see 10 U.S.C. 3016); and 51 

U.S.C. 20113. 

PART 1—FEDERAL ACQUISITION 

REGULATIONS SYSTEM 

■ 2. In section 1.106 amend the table by 

adding in numerical order entries for 

‘‘52.203–XX’’, ‘‘52.203–DD,’’ ‘‘52.203– 

MM,’’ and ‘‘52.203–AA’’ to read as 

follows: 

1.106 OMB approval under the Paperwork 

Reduction Act. 

* * * * * 

FAR segment OMB control No. 

* * * * * 

52.203–XX ........................ 9000–xxxx 

52.203–DD ........................ 9000–xxxx 

52.203–MM ....................... 9000–xxxx 

52.203–AA ........................ 9000–xxxx 

* * * * * 

* * * * * 

PART 2—DEFINITIONS OF WORDS 

AND TERMS 

■ 3. Amend section 2.101 by— 

■ a. Removing from the definition of 

‘‘advisory and assistance services’’ the 

phrase ‘‘(see 9.505–1(b))’’; 

■ b. Adding in alphabetical order the 

definition ‘‘contractor team 

arrangement’’; and 

■ c. Revising the definition of 

‘‘organizational conflict of interest’’. 

The addition and revision read as 

follows: 

2.101 Definitions. 

* * * * * 

Contractor team arrangement means 

an arrangement in which— 

(1) Two or more companies form a 

partnership or joint venture to act as a 

potential prime contractor; or 

(2) A potential prime contractor 

agrees with one or more other 

companies to have them act as its 

subcontractors under a specified 

Government contract or acquisition 

program. 

* * * * * 

Organizational conflict of interest 

means that an entity or its affiliate(s) has 

impaired objectivity or an unfair 

competitive advantage as a result of 

other activities or relationships with 

other entities or their affiliates, 

including with public, private, 

domestic, and foreign entities. An entity 

or its affiliate may have an unfair 

competitive advantage as a result of 

biased ground rules or through unequal 

access to information. As used in this 

definition— 

(1) Biased ground rules means a 

situation in which an entity or its 

affiliate, as part of its performance of a 

Government contract, has or may have 

materially influenced the development 

of the requirement, evaluation criteria, 

or other source selection procedures for 

another Government contract. The 

primary concern is that the entity could 

skew the future competition, whether 

intentionally or not, in favor of itself; 

(2) Entity means an individual, 

corporation, or other organization; 

(3) Impaired objectivity means a 

situation in which an entity or its 

affiliate has or may have financial or 

other interests or an incentive to 

provide other than impartial advice to 

the Government, or the entity or its 

affiliate’s objectivity in performing the 

contract work is or might be otherwise 

impaired; and 

(4) Unequal access to information 

means a situation in which an entity or 

its affiliate has or may have an unfair 

competitive advantage because— 

(i) Access to the information was 

provided to the entity or its affiliate by 

the Government. Such information may 

include proprietary and source selection 

information, e.g., proposals, financial 

information; 

(ii) The information is not available to 

all potential offerors; and 

(iii) Having access to the information 

would assist the entity in obtaining the 

contract. 

* * * * * 

PART 3—BUSINESS ETHICS AND 

CONFLICTS OF INTEREST 

■ 4. Revise the heading for part 3 to read 

as set forth above. 

■ 5. Revise section 3.000 to read as 

follows: 

3.000 Scope of part. 

This part prescribes policies and 

procedures for addressing issues 

regarding business ethics and conflicts 

of interest. 

3.603 [Amended] 

■ 6. Amend section 3.603 in paragraph 

(b) by removing ‘‘subpart 9.5’’ and 

adding ‘‘subpart 3.12’’ in its place. 

■ 7. Add subpart 3.12 to read as follows: 

Subpart 3.12—Organizational Conflicts of 

Interest 

Sec. 

3.1200 Scope of subpart. 

3.1201 Definition. 

3.1202 Applicability. 

3.1203 Policy. 

3.1204 Examples. 

3.1205 Methods of addressing 

organizational conflicts of interest. 

3.1205–1 Avoidance. 

3.1205–2 Limitation on future contracting. 

3.1205–3 Mitigation. 

3.1205–4 Determination of acceptable risk. 

3.1206 Waiver. 

3.1207 Contracting officer responsibilities. 

3.1207–1 General. 

3.1207–2 Identification of organizational 

conflicts of interest. 

3.1207–3 Analyzing organizational conflicts 

of interest. 

3.1207–4 Addressing organizational 

conflicts of interest. 

3.1207–5 Award requirements. 

3.1207–6 Task-order or delivery-order 

contracts, blanket purchase agreements, 

basic ordering agreements, and 

interagency acquisitions. 

3.1208 Solicitation provisions and contract 

clauses. 

Subpart 3.12—Organizational Conflicts 

of Interest 

3.1200 Scope of subpart. 

(a) This subpart prescribes policies 

and procedures, and provides 

illustrative examples, for identifying, 

analyzing, and addressing 

organizational conflicts of interest. 

(b) This subpart implements— 

(1) 41 U.S.C. 2304; 

(2) Section 841(b)(2) of the Duncan 

Hunter National Defense Authorization 

Act for Fiscal Year 2009 (Pub. L. 110– 

417); and 

(3) The Preventing Organizational 

Conflicts of Interest in Federal 

Acquisition Act (Pub. L. 117–324, 41 

U.S.C. 2303 note). 

3.1201 Definition. 

Firewall means a barrier against the 

unauthorized flow of information. 

Firewalls may consist of a variety of 

elements, including organizational and 

physical separation; facility and 

workspace access restrictions; 

information system access restrictions; 

independent compensation systems; 

and individual and organizational 

nondisclosure agreements. 

3.1202 Applicability. 

(a)(1) Except as provided in 

paragraphs (a)(2) and (b) of this section, 

this subpart applies to— 


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(i) Contracts, subcontracts, task 

orders, delivery orders, blanket 

purchase agreements, basic ordering 

agreements, and modifications for new 

work; and 

(ii) For-profit and nonprofit 

organizations, including nonprofit 

organizations created largely or wholly 

with Government funds. 

(2) This subpart does not apply to— 

(i) Contracts and subcontracts at or 

below the simplified acquisition 

threshold; 

(ii) Contracts for commercial 

products; or 

(iii) Subcontracts for commercial 

products or commercial services. 

(b) Contracting officers shall not apply 

this subpart where it conflicts with an 

agency-specific conflict-of-interest 

statute. 

3.1203 Policy. 

(a) General. It is the Government’s 

policy to identify, analyze, and address 

organizational conflicts of interest in 

order to maintain the integrity and 

fairness of the Federal acquisition 

system. Organizational conflicts of 

interest undermine the public’s trust in 

the Federal acquisition system because 

they can result in the following: 

(1) Impaired objectivity. The 

Government’s interests are to ensure 

that— 

(i) It acquires products and services 

that provide the best value to the 

Government; and 

(ii) The contractor’s performance 

fulfills the Government’s requirements 

without bias (see 3.1204(a)). 

(2) Unfair competitive advantage. 

Protection against biased ground rules 

and unequal access to information— 

(i) Preserves the Government’s ability 

to solicit competitive proposals; and 

(ii) Provides prospective offerors an 

opportunity to compete for Government 

requirements, free from organizational 

conflicts of interest as governed by this 

subpart (see 3.1204(b)). 

(b) Contractor advantage. (1) The fact 

that a contractor may, on the basis of 

work previously performed, have a 

natural advantage in competing for a 

particular Government requirement 

does not necessarily mean that the 

advantage is unfair or that it creates an 

organizational conflict of interest. 

Although incumbent contractors will 

often have a natural advantage based on 

their experience, insights, and expertise, 

this situation must be distinguished 

from situations in which an incumbent 

contractor also has had access to 

information that could provide an unfair 

competitive advantage. For example— 

(i) Incumbent contractors may have a 

natural advantage that is not unfair 

when competing for follow-on contracts 

because of knowledge and expertise 

developed during contract performance; 

and 

(ii) Development contractors may 

have a natural advantage that is not 

unfair when they have done the most 

advanced work in a field and may be 

able to start production earlier, or offer 

products of a higher quality. 

(2) A contracting officer should not 

disqualify a contractor based on mere 

innuendo and supposition unsupported 

by the record (i.e., no hard facts), or 

when the contractor’s advantage is 

speculative and too remote from the 

present procurement to establish an 

organizational conflict of interest. 

Additionally, any allegation that a 

contractor could theoretically act in bad 

faith while performing on a contract is 

not a basis for a finding of a conflict of 

interest and therefore not a basis to 

disqualify an offeror from a competition. 

(c) Unequal access to information. 

The Government shall address 

situations in which it has reason to 

believe an offeror has obtained or is 

attempting to obtain an unfair 

competitive advantage because of its 

unequal access to information. 

(1) Unequal access to information 

only covers situations in which access 

to information was provided by the 

Government either— 

(i) Directly, through, or in connection 

with, performance on another 

Government contract; or 

(ii) Indirectly, through sources such as 

former Government employees as 

described in 3.1204(b)(2)(ii) or 

employees of other contractors or 

subcontractors who received the 

nonpublic information from the 

Government. 

(2) Offerors and the Government 

should take action early to avoid 

situations where an unfair competitive 

advantage could be created because of 

unequal access to information. These 

actions, for example, may include 

implementing firewalls or, when 

appropriate, sharing the information 

with other interested parties. 

(3) The Government shall not 

disqualify the offeror from a 

competition on the basis of unequal 

access to information unless no other 

method of resolution is appropriate (see 

3.1207–4(b)). 

(4) An offeror could gain unequal 

access to information that does not 

constitute an organizational conflict of 

interest such as through the offeror’s 

own market research efforts or its 

private-sector business contacts. 

3.1204 Examples. 

The examples in this section are 

intended to help the contracting officer 

identify potential organizational 

conflicts of interest. They are not all 

inclusive. 

(a) Impaired objectivity. The following 

contractual tasks illustrate certain 

situations likely to create an 

organizational conflict of interest that 

could impair or influence the 

contractor’s performance under a 

Government contract: 

(1) A contractor is reviewing or 

evaluating, for Government approval, 

the delivery of products or performance 

of services under an existing contract, 

when the products or services are its 

own products or services or those of an 

affiliate or of a competitor. 

(2) A contractor is providing systems 

engineering or technical direction 

involving a major system or components 

thereof when the same contractor or one 

of its affiliates will be furnishing the 

same major system or components (or 

will be a subcontractor or consultant to 

the contractor furnishing the major 

system or component). 

(3) A contractor is providing systems 

engineering or technical direction 

involving a major system or components 

thereof when the same contractor or one 

of its affiliates will be testing or 

verifying the system or a component (or 

will be a subcontractor or consultant to 

the contractor furnishing or testing the 

major system or component). 

(4) A contractor is assisting an agency 

in developing policies or regulatory 

procedures and the contractor or one of 

its affiliates may, at some future point, 

be governed by or subject to (or be a 

subcontractor or consultant to an entity 

governed by or subject to) such policies 

or regulatory procedures. 

(5) A contractor is providing 

consulting services to an agency that is 

responsible for regulating an industry 

and the contractor is performing work 

under a contract for a public or private 

sector client that is regulated by that 

agency. Organizational conflict of 

interest is more likely to occur if the 

contractor’s employees are 

simultaneously performing work under 

both contracts. 

(6) A contractor is providing support 

to an agency involving a subject area or 

issue while it is also performing work 

for other entities with a competing 

interest involving the same subject area 

or issue. For example, a contractor 

assisting an agency with implementing 

legislation or regulations may have a 

conflict if the contractor is also assisting 

industry with compliance on that same 

legislation or regulations. 


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(7) A contractor is providing 

enforcement support to an agency (e.g., 

cost recovery, litigation) while also 

assisting or representing parties subject 

to those activities. In addition, when a 

contractor supports enforcement 

activities for an agency, and those 

enforcement activities continue beyond 

the life of the contract, such conflicting 

client relationships could continue to 

jeopardize enforcement actions for a 

time even after the contract ends, 

especially if the contractor had access to 

sensitive information about the agency’s 

enforcement or litigation strategy. 

(8) A contractor is conducting 

research for an agency, but that 

contractor or its researchers has 

financial or non-financial ties to a 

foreign entity that seeks capability or 

advantage related to the topic of that 

research and is likely to exert undue 

influence on the contractor. Undue 

influence in this context describes a 

situation in which an entity that is not 

party to a contract, through financial 

support, position of authority, or other 

ties, persuades the contractor to take 

actions that it would not have taken 

otherwise, such as taking the research in 

a certain direction or engaging in 

unauthorized information-sharing with 

other parties. 

(9) A contractor is providing services 

to an agency related to national security 

or foreign policy matters, but that 

contractor is also providing similar 

services to a foreign government or 

other foreign entity (e.g., foreign stateowned or private enterprise) with a 

competing or opposing interest in those 

matters, which could result in the 

foreign entity having undue influence 

on the contractor’s performance on the 

contract. 

(b) Unfair competitive advantage. (1) 

The following contractual tasks 

illustrate situations likely to create an 

organizational conflict of interest due to 

unfair competitive advantage through 

biased ground rules: 

(i) A contractor is writing 

specifications, preparing the 

Government estimate of cost, or 

providing draft evaluation criteria or a 

draft evaluation plan for a competitive 

solicitation, and it or one of its affiliates 

may be in a position to compete for (or 

perform as a subcontractor) the relevant 

requirement. 

(ii) A contractor is assisting the 

Government with acquisition planning 

activities, and the contractor or one of 

its affiliates or clients may be in a 

position to compete for (or perform as 

a subcontractor) the future requirement. 

(iii) A contractor is assisting the 

Government in evaluating technical 

proposals submitted in response to a 

competitive solicitation, and one of the 

contractor’s affiliates or clients is among 

the competitors. 

(iv) A contractor is providing advice 

that could result in a recommendation 

to purchase particular goods or services, 

and the contractor or one of its affiliates 

is a potential supplier of such goods or 

services (whether as a prime contractor 

or subcontractor). 

(v) A contractor is providing a 

product or service to the Government 

and employs a former Government 

employee who was involved in 

developing the requirement for the 

product or service as part of such 

employee’s Government job. 

(2)(i) Unequal access to information 

could provide an offeror with an unfair 

competitive advantage with respect to a 

particular competition. 

(ii) Unequal access to information 

could involve information in the 

possession of a former Government 

employee when— 

(A) The information was obtained by 

the former Government employee while 

working for the Government; 

(B) The information is, for example, 

contractor proprietary information or is 

source selection information; and 

(C) The former Government employee 

is in a position in which use of the 

information could provide an unfair 

competitive advantage to an offeror, e.g., 

working on or being a consultant to a 

team preparing a proposal in response 

to a competitive solicitation. 

(iii) Unequal access to information 

may involve a contractor assisting in the 

closeout of completed contracts gaining 

access to another contractor’s 

proprietary information. 

3.1205 Methods of addressing 

organizational conflicts of interest. 

Contracting officers may address 

organizational conflicts of interest, and 

their associated risks, using avoidance 

(3.1205–1), limitations on future 

contracting (3.1205–2), mitigation 

(3.1205–3), or the Government may 

assess and determine that the risk 

associated with the conflict is 

acceptable (3.1205–4). Contracting 

officers may address the risks using a 

combination of these methods. (See 

3.1207–4). 

3.1205–1 Avoidance. 

Avoidance consists of Government 

action taken in one acquisition that is 

intended to prevent an organizational 

conflict of interest from arising in the 

current acquisition or in a future 

acquisition. In order to successfully 

implement an avoidance strategy, the 

contracting officer should work with the 

program office or requiring activity early 

in the acquisition process. Techniques 

of avoidance include, but are not 

limited to, the following: 

(a) Developing statements of work and 

performance work statements that do 

not require contractors to utilize 

subjective judgment. Tasks that could 

require subjective judgment include— 

(1) Making recommendations; 

(2) Providing analysis, evaluation, 

planning, or studies; and 

(3) Preparing requirements or 

solicitation documents. 

(b) Obtaining advice from more than 

one contractor, so that the Government 

does not rely solely on the advice of any 

one contractor. 

(c) Disqualifying an offeror or offerors 

from receiving a contract award. Use of 

this technique may be appropriate when 

the contracting officer concludes that— 

(1)(i) The offeror could have an unfair 

competitive advantage because of its— 

(A) Prior involvement in acquisition 

planning for the procurement (e.g., 

developing the solicitation); 

(B) Work on a Government contract 

that places the offeror in a position to 

influence the acquisition; or 

(C) Unequal access to information that 

cannot be mitigated. 

(ii) In such cases, if the offeror is not 

already disqualified through a limitation 

on future contracting (see 3.1205–2), 

disqualification may be the only 

appropriate means of addressing the 

organizational conflict of interest; 

(2)(i) The offeror could have an unfair 

competitive advantage because of an 

affiliate’s— 

(A) Prior involvement in acquisition 

planning for the procurement (e.g., 

developing the solicitation); or 

(B) Work on a Government contract 

that places the affiliate in a position to 

influence the acquisition. 

(ii) In such cases, the contracting 

officer should consider the relationship 

between the offeror and the affiliate in 

determining whether disqualification of 

the offeror is appropriate (see 3.1207– 

4(c)(2) and (d)(2)); or 

(3) The risk that an offeror’s impaired 

objectivity poses to the Government’s 

interest is more than the Government is 

willing to accept, because the substance 

of the work has the potential to affect 

current or future activities or interests of 

the offeror (or its affiliates or clients). In 

such cases, disqualification may be used 

only if less restrictive techniques for 

addressing the organizational conflict of 

interest will not adequately protect the 

Government’s interests (see 3.1207– 

4(b)(2)). 

3.1205–2 Limitation on future contracting. 

(a) A limitation on future contracting 

allows a contractor to perform on the 


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current contract but precludes the 

contractor and its affiliates from 

entering into or participating as a 

contractor or subcontractor in certain 

future contracts. This method applies 

when the contractor’s work on the 

current contract could be impaired by 

virtue of its expectation of future work 

or could jeopardize the integrity of the 

competitive process. Use this method to 

address an unfair competitive advantage 

or to address the risk to the 

Government’s interest posed by 

impaired objectivity when the risk is 

greater than the Government is willing 

to accept. 

(b) Restrict limitations on future 

contracting to a reasonable duration that 

is sufficient to neutralize the 

organizational conflict of interest. The 

restriction shall end on a specific date 

or upon the occurrence of an 

identifiable event. 

3.1205–3 Mitigation. 

(a)(1) Mitigation is an action taken to 

reduce the risk from an organizational 

conflict of interest. 

(2) Mitigation may require 

Government action, contractor action, or 

a combination of both. 

(b) When this method is utilized, 

contracting officers shall incorporate 

into the contract a Governmentapproved mitigation plan, that reflects 

the actions an offeror has agreed to take 

to mitigate an organizational conflict of 

interest. The mitigation plan should 

provide sufficient details commensurate 

with the complexity of the 

organizational conflict of interest and 

the value of the acquisition. While 

implementation of a mitigation plan is 

the contractor’s responsibility, the 

Government retains the right to review 

implementation of the plan. 

(c) Possible techniques for mitigating 

organizational conflicts of interest 

include, but are not limited to, the 

following: 

(1) Requiring a subcontractor or 

member of a contractor team 

arrangement that is free of an 

organizational conflict of interest to 

perform the portion of the work that 

involves an organizational conflict of 

interest on the current contract. This 

technique will not reduce the risk 

associated with an organizational 

conflict of interest unless it is used in 

conjunction with controls to ensure that 

the entity with the organizational 

conflict of interest has no input or 

influence on how the party without the 

organizational conflict of interest 

performs the work. 

(2) Requiring the contractor to 

implement structural or behavioral 

barriers, internal controls, or both. 

(i) Barriers and internal controls may 

reduce the risk that potentially 

conflicting financial or other interests of 

an affiliate will influence the 

contractor’s exercise of judgment during 

contract performance. When 

appropriate, contracting officers may 

use barriers and controls to prevent 

corporate officials with a direct interest 

in an affiliate’s performance from 

participating in or influencing contract 

performance. Contracting officers 

should select specific barriers or 

controls based on an analysis of the 

facts and circumstances of each case. 

(ii) When appropriate, use a firewall 

to implement the controls in paragraph 

(c)(2)(i) of this section. However, a 

firewall intended to limit the sharing of 

information may not adequately address 

an organizational conflict of interest 

regarding an affiliate. 

(iii)(A) For example, if an affiliate 

anticipates competing for a future 

related contract, the parties may 

negotiate a mitigation plan that requires 

the contractor and its affiliates to 

implement structural or behavioral 

barriers, internal controls, or both. The 

contracting officer for the future 

contract will determine whether these 

mitigation measures were sufficient to 

allow the affiliate to compete for that 

contract, in accordance with 3.1207– 

4(d)(2)(ii). 

(B) Since the mitigation techniques in 

paragraph (c)(2)(iii)(A) of this section 

are resource intensive, use the 

techniques when appropriate to allow 

the affiliate to compete for the future 

contract when this offers a benefit to the 

Government (e.g., increased competition 

in a narrow industry field). Absent such 

benefit, contracting officers should 

address this type of organizational 

conflict of interest using a limitation on 

future contracting (see 3.1205–2). 

(3) Disseminating the information to 

all potential offerors when there is an 

organizational conflict of interest as a 

result of unequal access to information 

(see 3.1204(b)(2)). 

3.1205–4 Determination of acceptable risk. 

(a) Contracting officers shall not 

determine any risk is acceptable when 

an organizational conflict of interest 

involves unfair competitive advantage 

(see 3.1204(b)). 

(b)(1) Contracting officers may 

determine that some or all of the 

performance risk associated with an 

organizational conflict of interest 

resulting from impaired objectivity is 

acceptable when— 

(i) The risk is outweighed by the 

expected benefit from having the offeror 

with an organizational conflict of 

interest perform the contract; and 

(ii) The performance risk is 

manageable, i.e.— 

(A) The performance risk after 

implementing mitigation measures is 

minimal; or 

(B) The agency has sufficient 

oversight controls (see 3.1207–3(b)(3)). 

(2) The contracting officer 

determination may require approval by 

a higher authority in accordance with 

agency procedures. 

(c) Contracting officers should use 

this method to address organizational 

conflicts of interests in combination 

with other methods, such as mitigation. 

For example, the contracting officer may 

require a mitigation plan and elect to 

accept the remaining risk if the 

contracting officer determines that the 

mitigation plan does not remove all of 

the performance risk associated with the 

organizational conflict of interest. 

3.1206 Waiver. 

(a) Authority. (1) The agency head 

may waive— 

(i) The requirement to address an 

organizational conflict of interest in a 

particular acquisition if methods of 

addressing the organizational conflict of 

interest are not adequate or feasible 

(e.g., the agency cannot assess the 

remaining risk as acceptable because the 

organizational conflict of interest 

involves an unfair competitive 

advantage); or 

(ii) A preexisting limitation on future 

contracting. 

(2) The agency head shall not delegate 

this waiver authority below the head of 

the contracting activity. 

(b) Requirements. (1) All waivers 

shall— 

(i) Be in writing; 

(ii) Not include a class of contracts; 

(iii) Describe the extent of the 

organizational conflict of interest; 

(iv) Explain why other methods of 

addressing the organizational conflict of 

interest are not feasible or not adequate; 

and 

(v) Explain why the waiver is in the 

Government’s interest. 

(2) The contracting officer shall 

include the waiver documentation in 

the contract file. 

3.1207 Contracting officer responsibilities. 

3.1207–1 General. 

(a) The contracting officer shall— 

(1) Identify as early as possible in the 

acquisition process whether the facts of 

an acquisition may result in an 

organizational conflict of interest; 

(2) Analyze the financial and other 

interests of the offerors and their 

affiliates to determine whether an 

organizational conflict of interest exists 

(see 3.1207–3(a)); 


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(3) Determine whether an 

organizational conflict of interest exists 

and whether the organizational conflict 

of interest can be adequately addressed; 

and 

(4) Address any such organizational 

conflicts of interest, giving proper 

consideration to decisions of a prior 

contracting officer when such decisions 

are known. 

(b) Contracting officers should obtain 

the assistance of the program office, 

appropriate technical specialists, and 

legal counsel in carrying out the 

responsibilities of this subpart. 

(c) Contracting officers are encouraged 

to consult with potential offerors early 

in the process (see 3.1207–2(b)). 

(d) The contracting officer shall 

identify, analyze, and address 

organizational conflicts of interest 

throughout all phases of the acquisition 

as required in this subpart. 

3.1207–2 Identification of organizational 

conflicts of interest. 

(a)(1) The contracting officer shall 

review the nature of the work to be 

performed to decide whether 

performance by a contractor is likely to 

result in an organizational conflict of 

interest. In addition to evaluating the 

nature of the work to be performed on 

the current contract, the contracting 

officer should also consider whether 

performance of the current contract is 

likely to cause the contractor to have an 

organizational conflict of interest in an 

anticipated future contract. 

(2) During acquisition planning (see 

7.105(b)(18)), the contracting officer 

shall ask the relevant contracting 

activity and requiring activity (as 

appropriate) to examine whether any 

potential offerors may have had unequal 

access to information relevant to the 

acquisition that could provide an unfair 

competitive advantage (see 

3.1204(b)(2)). 

(3) The contracting officer shall 

identify specific contractor client and 

industry relationships (e.g., named 

organization, named industry) that may 

present a conflict with the work to be 

performed, especially when the 

contractor will be providing advisory 

and assistance services to the agency, or 

when the work will involve supporting 

policymaking or adjudicatory functions, 

assisting with regulatory enforcement 

and compliance, or performing work 

related to national security or foreign 

policy matters. See 3.1204(a) for 

examples of relationships that may 

present impaired objectivity. The 

contracting officer should use the fillins at paragraphs (c)(1)(ii) of the 

provision at 52.203–XX, Potential 

Organizational Conflict of Interest— 

Disclosure and Representation, and at 

paragraph (b)(1)(iii) of the clause at 

52.203–DD, Postaward Disclosure of 

Organizational Conflict of Interest, to 

identify these contractor relationships 

and require offerors to disclose them for 

review and decision by the agency. 

(b) When initially announcing an 

acquisition, the contracting officer shall 

ask potential offerors if they had 

unequal access to any information 

relevant to the acquisition that could 

provide an unfair competitive advantage 

as described in 3.1204(b)(2). 

(1) For contract actions, this inquiry 

should be included in the sources 

sought notification or the presolicitation 

notice. 

(2) For orders placed against multipleaward contracts, blanket purchase 

agreements, or basic ordering 

agreements, this inquiry shall be 

included in the first announcement to 

contract holders regarding the order. 

(3) For Federal Supply Schedule 

orders, this inquiry shall also be 

included in the request for quotations. 

(c) If the contracting officer decides 

that contractor performance of the 

contemplated work is likely to result in 

an organizational conflict of interest, the 

contracting officer should consult with 

the program office or requiring activity 

to determine whether avoidance could 

be used (see 3.1205–1). 

(d) Efforts supporting the 

development of a solicitation that could 

create an organizational conflict of 

interest include assistance in 

preparation of the statement of work or 

other requirements or the development 

of cost or budget estimates. If avoiding 

organizational conflicts of interest is not 

feasible during the development of the 

requirement, the contracting officer 

shall— 

(1) Require the program office or 

requiring activity to identify any 

contractors that participated in 

acquisition planning, including 

development of the solicitation, that do 

not have a preexisting limitation on 

future contracting; and 

(2) Review the nature and scope of the 

work performed to determine whether 

there was adequate mitigation before 

listing a contractor at paragraph (b)(3) of 

52.203–XX, Potential Organizational 

Conflict of Interest—Disclosure and 

Representation, in accordance with 

3.1205–1(c). 

(e)(1) Contracting officers shall 

identify, to the extent known, any 

contractors prohibited from competing 

as a prime contractor or a subcontractor 

due to an applicable preexisting 

limitation on future contracting. See 

52.203–XX. 

(2) To identify applicable preexisting 

limitations on future contracting, the 

contracting officer may contact the 

program office and examine prior 

acquisition history. 

(f) If the contracting officer has not 

identified the likelihood of an 

organizational conflict of interest in 

accordance with this section, the 

contracting officer shall document the 

contract file. 

3.1207–3 Analyzing organizational 

conflicts of interest. 

(a) Sources of information—(1) 

Information from offerors. (i) 

Contracting officers shall use 

information provided in response to 

52.203–XX to determine whether an 

offeror’s financial or other interests 

could result in an organizational 

conflict of interest. In the absence of 

conflicting information, the contracting 

officer may rely on the information 

provided by an offeror. 

(ii) Contracting officers may request 

additional information from an offeror 

or obtain information from other 

sources, if there is reason to believe that 

the offeror omitted relevant financial or 

other interests from its disclosure. 

(2) Other sources of information—(i) 

Governmental sources. Governmental 

sources include, but are not limited to, 

the files and the knowledge of personnel 

within— 

(A) The contracting office; 

(B) Other contracting offices; 

(C) The cognizant contract 

administration, finance, and audit 

activities; and 

(D) The requiring activity. 

(ii) Nongovernmental sources. 

Nongovernmental sources include, but 

are not limited to— 

(A) Offeror’s websites; 

(B) Trade and financial journals; 

(C) Business directories and registers; 

and 

(D) Annual corporate shareholder 

reports. 

(b) Factors to consider. When 

analyzing the nature and scope of any 

organizational conflicts of interest and 

the associated risks that may arise 

during contract performance and 

considering how best to address any 

such organizational conflicts of interest, 

the contracting officer should weigh at 

least the following factors: 

(1) The extent to which the contract 

requires the contractor to exercise 

subjective judgment and provide advice. 

(2) The extent and severity of the 

expected impact of the organizational 

conflict of interest (e.g., whether it is 

expected to occur only once or twice 

during performance or to impact 

performance throughout the entire 

contract). 


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(3) The extent to which the agency 

has effective oversight controls to 

prevent an organizational conflict of 

interest from influencing the 

contractor’s actions during contract 

performance (e.g., postaward monitoring 

plans). 

(4) Whether the organizational 

conflict of interest involves a risk to the 

integrity of the competitive process (see 

3.1204(b)). 

(5) The extent that the risk can be 

effectively mitigated through the 

offeror’s proposed mitigation plan. 

(6) The degree to which any 

impairment of the contractor’s 

objectivity may impact the agency 

mission or reduce the value of its 

services to the agency, and the agency’s 

willingness to accept the performance 

risk of that impairment. For instance, 

the performance risk of awarding to a 

contractor with significant financial ties 

to or other interests in that same 

industry could be significant and 

jeopardize the mission (see examples at 

3.1204(a)(4) through (6)). In another 

example (see 3.1204(a)(9)), an agency 

involved in addressing certain foreign 

issues may have significant performance 

risk awarding to a contractor that also 

provides advice or assistance to certain 

foreign entities on the same or similar 

issues. Significant performance risks 

such as these may not be acceptable to 

the agency, regardless of mitigation 

measures proposed. 

(7) Whether the offeror or contractor 

is required to adhere to certain 

professional standards or has internal 

operating procedures intended to 

prevent conflicts of interest. Contracting 

officers may consider how professional 

standards or the contractor’s operating 

procedures will prevent or address 

organizational conflicts of interest 

during contract performance. However, 

an offeror or contractor having 

professional standards or procedures in 

place related to organizational conflicts 

of interest is not, by itself, a mitigation 

strategy. 

(c) Unequal access to information. If 

the contracting officer is aware that one 

or more offerors had unequal access to 

information relevant to the acquisition, 

the contracting officer shall— 

(1) Address the situation if access to 

the information could provide any 

offeror with an unfair competitive 

advantage (see 3.1203 and 3.1204(b)(2)); 

or 

(2) Document the file, if the 

contracting officer does not need to 

address the situation. 

3.1207–4 Addressing organizational 

conflicts of interest. 

(a) General. (1) Consistent with 

3.1207–3(a), the contracting officer 

should consider relevant information 

regarding an offeror’s financial or other 

interests in determining how to address 

any organizational conflicts of interest 

(see 3.1205). When determining what 

method or methods of addressing the 

organizational conflict of interest will be 

appropriate, contracting officers shall 

consider the specific facts and 

circumstances of the contracting 

situation and the nature and potential 

extent of the risks associated with an 

organizational conflict of interest. 

(2)(i) When organizational conflict of 

interest is not an evaluation factor (see 

15.304) in a competitive solicitation, 

exchanges between the Government and 

an offeror regarding the offeror’s 

mitigation plan or limitation on future 

contracting are not considered 

discussions. 

(ii) If the exchanges (see 15.306) result 

in a change to other parts of an offeror’s 

technical proposal or cost proposal, the 

contracting officer shall either— 

(A) Open discussions; 

(B) Reopen discussions; or 

(C) Eliminate the offeror from further 

consideration. 

(iii) The contracting officer should 

conduct these exchanges as early as 

possible in the acquisition process so 

major changes to a mitigation plan that 

significantly affect proposed 

performance can be evaluated; e.g., 

having a member of a contractor team 

arrangement that is free of an 

organizational conflict of interest 

perform the portion of the work that 

involves an organizational conflict of 

interest. 

(3) Use of a firewall may address an 

unfair competitive advantage resulting 

from unequal access to information. If 

no firewall was previously required, or 

an existing firewall was breached, and 

the offeror has already received an 

unfair competitive advantage, the 

contracting officer should explore other 

methods such as information sharing or 

a combination of methods. 

(b) Avoidance by disqualifying 

offerors. Contracting officers shall refer 

to the standards for determining when 

disqualification of an offeror from 

participation in a competition is 

appropriate (see 3.1205–1(c)). 

(1) Unfair competitive advantage. (i) 

Consistent with 3.1205–1(c), 

disqualification of an offeror from 

participation in a contract award is 

appropriate where there is a risk to the 

integrity of the competitive process. 

These organizational conflicts of interest 

involve the contractor or its affiliates’ 

prior work on a Government contract 

that places it in a position to influence 

the acquisition when a limitation on 

future contracting was not included in 

the prior contract. 

(ii) The contracting officer shall 

disqualify the offeror or potential offeror 

from consideration for the contract if the 

contracting officer determines that— 

(A) Evidence exists that an offeror or 

potential offeror had an unfair 

competitive advantage in accordance 

with 3.1204(b)(2); and 

(B) No mitigation strategy will protect 

the integrity of the competition. 

(2) Impaired objectivity. Consistent 

with 3.1205–1(c)(3), when an 

organizational conflict of interest 

presents a risk to the Government’s 

interests, the contracting officer shall 

prepare a written determination that 

less restrictive techniques for addressing 

the organizational conflict of interest 

will not adequately protect the 

Government’s interests before 

disqualifying an offeror. The contracting 

officer determination may require 

approval by a higher authority in 

accordance with agency procedures. 

(c) Limitation on future contracting. 

(1) Contracting officers shall include a 

limitation on future contracting, when 

the contemplated work requires the 

contractor to exercise subjective 

judgment and provide advice, if the 

advice may create an unfair competitive 

advantage or result in impaired 

objectivity by virtue of the contractor’s 

expectation of future work (see 3.1205– 

2 and 3.1208(d)). 

(2)(i) An offeror that is subject to a 

preexisting limitation on future 

contracting as an affiliate can request 

the agency waive the limitation in 

accordance with section 3.1206. If the 

contracting officer determines that the 

offeror’s request has merit, the 

contracting officer shall process the 

waiver request. 

(ii) In determining whether to process 

a waiver to remove an affiliate from an 

existing future limitation on contracting, 

the contracting officer should analyze 

the nature of the relationship between 

the entities to determine whether the 

risk associated with the organizational 

conflict of interest should preclude the 

affiliate from competing. This analysis 

may include but is not limited to— 

(A) Controls put in place, either as the 

result of other Government contracts or 

the offeror’s own initiative; 

(B) The financial relationships, or lack 

thereof, between the two entities; 

(C) The information sharing 

framework, or barriers to information 

sharing, between the two entities; 


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(D) The work performed by the two 

entities, and whether there is overlap in 

the areas in which they work; and 

(E) The general corporate and control 

structure between the two entities. 

(iii) The contracting officer may also 

use this analysis with regard to 

affiliates’ participation in situations in 

which a future limitation on contracting 

should have been included in the earlier 

contract. 

(d) Mitigation—(1) General. 

Consistent with 3.1205–3, when the 

acquisition involves offeror-submitted 

mitigation plans, the contracting officer 

shall analyze the feasibility of 

mitigation of the organizational conflict 

of interest, including the expected 

effectiveness of the proposed mitigation 

plan and the Government’s ability to 

review implementation of the 

provisions of the plan. 

(2) Mitigation to avoid an affiliate’s 

organizational conflicts of interest on 

future contracts. Contracting officers 

may negotiate a mitigation plan, which 

requires the contractor and its affiliates 

to implement structural or behavioral 

barriers, internal controls, or a 

combination of methods. 

(i) This technique is intended to 

provide a basis for the contracting 

officer of the future contract to 

determine whether the organizational 

conflict of interest has been effectively 

mitigated with regard to the affiliate on 

the future contract. Therefore, the 

contracting officer for the current 

contract shall document the file 

regarding how the mitigation plan is 

intended to address any organizational 

conflict of interest such that the affiliate 

may compete for a future contract. 

(ii) The contracting officer of the 

future contract shall consider the 

decisions of the contracting officer for 

the earlier contract when determining 

whether the risk associated with the 

organizational conflict of interest has 

been effectively reduced or eliminated. 

This analysis may include the factors in 

3.1207–4(c)(2)(ii). If the contracting 

officer determines that the earlier 

mitigation measures are sufficient to 

allow the affiliate to participate, then 

the contracting officer shall prepare a 

written determination. The contracting 

officer determination may require 

approval by a higher authority in 

accordance with agency procedures. 

(iii) This technique is only available 

for an affiliate. 

(3) Mitigation to avoid unfair 

competitive advantage resulting from 

unequal access to information—(i) 

Information sharing. Contracting 

officers may use information sharing to 

avoid an unfair competitive advantage, 

which results from unequal access to 

information. Information sharing 

consists of disseminating the 

information in question to all potential 

offerors, either in the solicitation, in a 

solicitation amendment, or through 

some other method, such as posting it 

online. When using this technique, 

contracting officers shall— 

(A) Obtain permission to disseminate 

information that belongs to a third 

party; and 

(B) Provide such information to 

potential offerors early enough in the 

acquisition process to allow those 

offerors to effectively utilize the 

information. 

(ii) Use of a firewall. When some of 

an offeror’s employees or an affiliate 

had access to the relevant information, 

the contracting officer may consider the 

use of a firewall to prevent those 

employees from sharing that 

information with employees involved in 

the competition. 

(A) The contracting officer has 

discretion to approve or reject an 

offeror’s proposed firewall. 

(B) If an offeror’s proposal includes 

use of a preexisting firewall as 

mitigation, the contracting officer shall 

require the offeror to— 

(1) Provide a representation that, to 

the best of its knowledge and belief, 

there were no breaches of the firewall 

during preparation of the proposal; or 

(2) Explain any breach that occurred 

(provided in paragraph (b) at 52.203– 

AA, Unequal Access to InformationRepresentation). 

(iii) Safeguarding of proprietary 

information. When a contractor gains 

access to proprietary information of 

another entity as a result of its 

performance on a Government contract, 

the contracting officer shall require the 

contractor to execute nondisclosure 

agreements with each affected entity. 

Each nondisclosure agreement shall— 

(A) Provide protection for each 

entity’s information from unauthorized 

use or disclosure for as long as it 

remains proprietary; 

(B) Prevent the use of such 

information for any purpose other than 

that for which it was furnished; and 

(C) Be submitted to the contracting 

officer for inclusion in the contract file. 

(4) Mitigation to avoid impaired 

objectivity through use of a firewall. 

When impaired objectivity may result in 

significant performance risk to the 

agency (see 3.1207–3(b)(6)), contracting 

officers should not accept use of a 

firewall as a contractor or its affiliate’s 

sole mitigation strategy. Contracting 

officers should consider combining 

additional methods to adequately 

address the organizational conflict of 

interest. 

(5) Mitigation plans. If the contracting 

officer approves any changes to the 

mitigation plan after award, the 

contracting officer shall incorporate the 

revised plan into the contract (see 

52.203–MM(c)). 

(e) Assessment that the risk is 

acceptable. (1) If the contracting officer 

determines that the performance risk 

resulting from impaired objectivity is 

acceptable, the contracting officer shall 

document the file to— 

(i) Describe the extent of the 

organizational conflict of interest; 

(ii) Explain how it meets the 

conditions of 3.1205–4; and 

(iii) Discuss the reasons it is in the 

best interest of the Government to 

accept the risk associated with the 

organizational conflict of interest. 

(2) If the contracting officer identifies 

a performance risk associated with an 

organizational conflict of interest but 

cannot make a determination consistent 

with 3.1205–4, the head of the agency 

may waive the requirement to address 

the conflict of interest in accordance 

with 3.1206, prior to contract award. 

3.1207–5 Award requirements. 

(a) Except as provided in 3.1207–6(a), 

the contracting officer shall award the 

contract to the apparent successful 

offeror after all organizational conflicts 

of interest have been addressed or the 

requirement to address the 

organizational conflict of interest has 

been waived in writing in accordance 

with 3.1206. 

(b) Before withholding award from the 

apparent successful offeror based on 

organizational conflict of interest 

considerations, the contracting officer 

shall— 

(1) Notify the offeror in writing; 

(2) Provide the reasons for 

withholding award; and 

(3) Allow the offeror a reasonable 

opportunity to respond. 

3.1207–6 Task-order or delivery-order 

contracts, blanket purchase agreements, 

basic ordering agreements, and interagency 

acquisitions. 

(a) Task-order or delivery-order 

contracts, blanket purchase agreements, 

or basic ordering agreements. The 

contracting officer shall make a 

reasonable attempt to identify all 

organizational conflicts of interest prior 

to award of the task-order or deliveryorder contract or establishment of the 

blanket purchase agreement or basic 

ordering agreement. The contracting 

officer shall address the organizational 

conflict of interest in the base contract 

or agreement, to the extent that an 

organizational conflict of interest can be 

identified prior to award, using the tools 

discussed at 3.1205. 


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(b) Issuance of task or delivery orders 

or orders under a blanket purchase 

agreement or basic ordering agreement. 

Before placing an order, the contracting 

officer shall— 

(1) Consider whether the work 

involved has a potential for an 

organizational conflict of interest, 

consistent with the requirements in 

3.1207–1 through 3.1207–5; 

(2) Supplement, in the order, the 

procedures for addressing an 

organizational conflict of interest in the 

task-order or delivery-order contract, 

blanket purchase agreement, or basic 

ordering agreement, as necessary, to 

reflect the nature and scope of the order 

being placed; 

(3) Address organizational conflicts of 

interest or obtain a waiver; and 

(4) For orders expected to exceed the 

simplified acquisition threshold, 

include terms substantially the same as 

those found in the provision at 52.203– 

AA in the— 

(i) Notice of fair opportunity under a 

multiple-award contract (see 

16.505(b)(1)(iii)(B)); 

(ii) Request for quotation provided 

under a multiple-award blanket 

purchase agreement (see 8.405– 

3(c)(2)(iii); or 

(iii) Order under a basic ordering 

agreement (see 16.703(d)). 

(c) Interagency acquisitions. (1) If the 

order is placed as a direct acquisition 

(see 17.502–1), the contracting officer 

for the requesting agency is responsible 

for addressing organizational conflicts 

of interest associated with the order. 

(2) If an agency acquires supplies or 

services by means of an assisted 

acquisition, the servicing agency and 

requesting agency shall identify which 

agency is responsible for the actions 

identified in 3.1207 and reflect this 

understanding in the interagency 

agreement. 

3.1208 Solicitation provisions and 

contract clauses. 

(a)(1) If the contracting officer has 

identified the likelihood of an 

organization conflict of interest (see 

3.1207–2), include in solicitations 

exceeding the simplified acquisition 

threshold, except for solicitations for 

commercial products, a provision 

substantially the same as 52.203–XX, 

Potential Organizational Conflict of 

Interest—Disclosure and 

Representation. 

(2) The contracting officer shall fill in 

paragraph (b)(2) of the provision as 

instructed in the provision to identify 

contractors who have a known 

preexisting limitation on future 

contracting and that preexisting 

limitation has not been waived. 

(3) The contracting officer shall fill in 

paragraph (b)(3) of the provision, if any 

contractors have been identified as 

having participated in the development 

of the solicitation (see 3.1207–2(d)), and 

do not have a preexisting limitation on 

future contracting, but have been 

disqualified from the competition. 

(4) The contracting officer shall fill in 

paragraph (c)(1)(ii)(B) of the provision if 

the contracting officer has identified 

specific contractor client and industry 

relationships that may present a conflict 

with the work to be performed. 

(b)(1) Include in solicitations and 

contracts a clause substantially the same 

as 52.203–DD, Postaward Disclosure of 

Organizational Conflict of Interest, 

when the solicitation includes the 

provision at 52.203–XX, Potential 

Organizational Conflict of Interest— 

Disclosure and Representation. 

(2) The contracting officer shall fill in 

paragraph (b)(1)(iii) of the clause if the 

contracting officer has identified 

specific contractor client and industry 

relationships that may present a conflict 

of interest. 

(c)(1) Include in solicitations 

exceeding the simplified acquisition 

threshold, except for solicitations for 

commercial products, a clause that is 

substantially the same as 52.203–MM, 

Mitigation of Organizational Conflicts of 

Interest, when the resulting contract 

may involve an organizational conflict 

of interest that can be addressed by an 

acceptable offeror-submitted mitigation 

plan prior to contract award. 

(2) Include in the resulting contract a 

clause that is substantially the same as 

52.203–MM, Mitigation of 

Organizational Conflicts of Interest, only 

if the offeror submits an organizational 

conflict of interest mitigation plan that 

will be incorporated into the contract. 

(d)(1) Include in solicitations 

exceeding the simplified acquisition 

threshold, except for solicitations for 

commercial products, a clause that is 

substantially the same as 52.203–LL, 

Limitation on Future Contracting, when 

the contracting officer expects that the 

method of addressing the organizational 

conflict of interest will involve a 

limitation on future contracting (see 

3.1207–4(c)). 

(i) The contracting officer shall 

establish a duration sufficient to 

neutralize the projected organizational 

conflict of interest, but no longer than 

necessary (see 3.1205–2(b)). 

(ii) Prior to contract award, the 

contracting officer shall fill in the nature 

and duration of the limitation on future 

contracting or contractor activities in 

paragraph (a) of the clause for 

incorporation into the contract, based 

on communications with the apparent 

successful offeror. 

(2) Include in the resulting contract a 

clause that is substantially the same as 

52.203–LL, Limitation on Future 

Contracting, when a limitation on future 

contracting is used to address an 

organizational conflict of interest. 

(e) Include in solicitations that exceed 

the simplified acquisition threshold, 

except for solicitations for commercial 

products, a provision that is 

substantially the same as 52.203–AA, 

Unequal Access to Information— 

Representation. 

PART 7—ACQUISITION PLANNING 

■ 8. Amend section 7.105 by— 

■ a. Redesignating paragraphs (b)(18) 

through (b)(22) as paragraphs (b)(19) 

through (b)(23); and 

■ b. Adding a new paragraph (b)(18). 

The addition reads as follows: 

7.105 Contents of written acquisition 

plans. 

* * * * * 

(b) * * * 

(18) Organizational conflicts of 

interest. (i) Discuss the potential for 

organizational conflicts of interest (see 

2.101 and 3.1207–2) that may— 

(A) Exist at time of contract award; 

(B) Occur during contract 

performance; or 

(C) Occur in a future acquisition. 

(ii) Discuss the proposed method or 

methods of addressing these 

organizational conflicts of interest. Also 

address unequal access to information 

(see 3.1207–2 through 3.1207–4). 

Identify any solicitation provisions and 

contract clauses that would be used. 

* * * * * 

PART 8—REQUIRED SOURCES OF 

SUPPLIES AND SERVICES 

■ 9. Amend section 8.404 by— 

■ a. Removing from the end of 

paragraph (c)(2) ‘‘and’’; 

■ b. Redesignating paragraph (c)(3) as 

paragraph (c)(4); 

■ c. Adding a new paragraph (c)(3); and 

■ d. Removing from newly redesignated 

paragraph (c)(4) ‘‘Must’’ and adding 

‘‘Shall’’ in its place. 

The addition reads as follows: 

8.404 Use of Federal Supply Schedules. 

* * * * * 

(c) * * * 

(3) Shall comply with the 

requirements on organizational conflicts 

of interest (see subpart 3.12); and 

* * * * * 

■ 10. Amend section 8.405–1 by— 

■ a. Redesignating paragraphs (d)(3) and 

(4) as paragraphs (d)(4) and (5) 

respectively; and 


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■ b. Adding a new paragraph (d)(3). 

The addition reads as follows: 

8.405–1 Ordering procedures for supplies, 

and services not requiring a statement of 

work. 

* * * * * 

(d) * * * 

(3) When ordering services, the 

ordering activity contracting officer 

shall require schedule contractors 

planning on submitting a quote to 

disclose if they had unequal access to 

any information relevant to the 

acquisition that could provide an unfair 

competitive advantage (see 3.1207–2(b)). 

* * * * * 

■ 11. Amend section 8.405–2 by 

revising paragraph (c)(3)(ii) to read as 

follows: 

8.405–2 Ordering procedures for services 

requiring a statement of work. 

* * * * * 

(c) * * * 

(3) * * * 

(ii) The ordering activity contracting 

officer shall provide an RFQ that 

includes a statement of work, the 

evaluation criteria, and a request that 

schedule contractors planning on 

submitting a quote indicate as early as 

possible whether they had unequal 

access to any information relevant to the 

acquisition that could provide an unfair 

competitive advantage (see 3.1207–2(b)). 

* * * * * 

PART 9—CONTRACTOR 

QUALIFICATIONS 

■ 12. Revise section 9.000 to read as 

follows: 

9.000 Scope of part. 

This part prescribes policies, 

standards, and procedures pertaining to 

prospective contractors’ responsibility; 

debarment, suspension, and 

ineligibility; qualified products; first 

article testing and approval; contractor 

team arrangements; and defense 

production pools and research and 

development pools. 

Subpart 9.5 [Removed and Reserved] 

■ 13. Remove and reserve subpart 9.5. 

9.601 [Removed and Reserved] 

■ 14. Remove and reserve section 9.601. 

PART 10—MARKET RESEARCH 

■ 15. Amend section 10.001 by— 

■ a. Removing from paragraph 

(a)(3)(viii) ‘‘and’’; 

■ b. Removing the period from the end 

of paragraph (a)(3)(ix) and adding ‘‘; 

and’’ in its place; and 

■ c. Adding paragraph (a)(3)(x). 

The addition reads as follows: 

10.001 Policy. 

(a) * * * 

(3) * * * 

(x) Determine if potential offerors had 

unequal access to any information 

relevant to the acquisition that could 

provide an unfair competitive advantage 

(see 3.1207–2(b)). 

* * * * * 

PART 11—DESCRIBING AGENCY 

NEEDS 

11.002 [Amended] 

■ 16. Amend section 11.002 by 

removing from paragraph (c) ‘‘subpart 

9.5’’ and adding ‘‘subpart 3.12’’ in its 

place. 

PART 12—ACQUISITION OF 

COMMERCIAL PRODUCTS AND 

COMMERCIAL SERVICES 

■ 17. Amend section 12.301 by— 

■ a. Redesignating paragraphs (d)(1) 

through (d)(14) as paragraphs (d)(3) 

through (d)(16); and 

■ b. Adding new paragraphs (d)(1) and 

(2). 

The additions read as follows: 

12.301 Solicitation provisions and 

contract clauses for the acquisition of 

commercial products and commercial 

services. 

(d) * * * 

(1) Insert a provision substantially the 

same as 52.203–XX, Potential 

Organizational Conflict of Interest— 

Disclosure and Representation, as 

prescribed in 3.1208(a). 

(2) Insert a provision substantially the 

same as 52.203–AA, Unequal Access to 

Information—Representation, as 

prescribed in 3.1208(e). 

* * * * * 

■ 18. Amend section 12.504 by adding 

paragraph (a)(3) to read as follows: 

12.504 Applicability of certain laws to 

subcontracts for the acquisition of 

commercial products and commercial 

services. 

(a) * * * 

(3) 41 U.S.C. 2303 note, Preventing 

Organizational Conflicts of Interest in 

Federal Acquisition (Pub. L. 117–324) 

(see 52.203–XX, 52.203–DD, 52.203– 

MM, 52.203–LL, and 52.203–AA). 

* * * * * 

■ 19. Amend section 12.505 by adding 

paragraph (d) to read as follows: 

12.505 Applicability of certain laws to 

contracts for the acquisition of COTS items. 

* * * * * 

(d) 41 U.S.C. 2303 note, Preventing 

Organizational Conflicts of Interest in 

Federal Acquisition (Pub. L. 117–324) 

(see 52.203–XX, 52.203–DD, 52.203– 

MM, 52.203–LL, and 52.203–AA). 

PART 13—SIMPLIFIED ACQUISITION 

PROCEDURES 

■ 20. Amend section 13.005 by 

redesignating paragraph (a)(7) as 

paragraph (a)(8) and adding new 

paragraph (a)(7) to read as follows: 

13.005 List of laws inapplicable to 

contracts and subcontracts at or below the 

simplified acquisition threshold. 

(a) * * * 

(7) 41 U.S.C. 2303 note, Preventing 

Organizational Conflicts of Interest in 

Federal Acquisition (Pub. L. 117–324) 

(see 52.203–XX, 52.203–DD, 52.203– 

MM, 52.203–LL, and 52.203–AA). 

* * * * * 

PART 15—CONTRACTING BY 

NEGOTIATION 

15.206 [Amended] 

■ 21. Amend section 15.206 by 

removing from paragraph (d) 

introductory text ‘‘15.306(e)’’ and 

adding ‘‘15.306(f)’’ in its place. 

■ 22. Amend section 15.306 by— 

■ a. Removing from paragraph (d)(3) the 

phrase ‘‘and (e)’’ and adding ‘‘and (f)’’ 

in its place; 

■ b. Redesignating paragraph (e) as 

paragraph (f); and 

■ c. Adding a new paragraph (e). 

The addition reads as follows: 

15.306 Exchanges with offerors after 

receipt of proposals. 

* * * * * 

(e) Exchanges with offerors to address 

organizational conflicts of interest. 

Exchanges between the Government and 

an offeror regarding an offeror’s 

mitigation plan or limitation on future 

contracting do not constitute 

discussions as long as— 

(1) The organizational conflict of 

interest is not an evaluation factor; and 

(2) The exchanges did not result in a 

change to other parts of the offeror’s 

technical or cost proposal (see 3.1207– 

4(a)(2)). 

* * * * * 

15.604 [Amended] 

■ 23. Amend section 15.604 in 

paragraph (a)(2) by removing ‘‘subpart 

9.5’’ and adding ‘‘subpart 3.12’’ in its 

place. 

PART 16—TYPES OF CONTRACTS 

■ 24. Amend section 16.505 by— 

■ a. Removing from the end of 

paragraph (b)(1)(iii)(B)(1) ‘‘and’’; 

■ b. Redesignating paragraph 

(b)(1)(iii)(B)(2) as paragraph 

(b)(1)(iii)(B)(3); and 


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■ c. Adding new paragraph 

(b)(1)(iii)(B)(2). 

The addition reads as follows: 

16.505 Ordering. 

* * * * * 

(b) * * * 

(1) * * * 

(iii) * * * 

(B) * * * 

(2) If appropriate, follow the 

procedures for addressing unequal 

access to information (see 3.1207–6); 

and 

* * * * * 

PART 17—SPECIAL CONTRACTING 

METHODS 

17.605 [Amended] 

■ 25. Amend section 17.605 by 

removing from the third sentence in 

paragraph (a) ‘‘adequately covered’’ and 

adding ‘‘addressed’’ in its place. 

PART 18—EMERGENCY 

ACQUISITIONS 

18.000 [Amended] 

■ 26. Amend section 18.000 by 

removing from paragraph (b) ‘‘FAR Part 

3, Improper Business Practices and 

Personal Conflicts of Interest’’ and 

adding ‘‘part 3’’ in its place. 

PART 37—SERVICE CONTRACTING 

37.102 [Amended] 

■ 27. Amend section 37.102 in 

paragraph (g) by adding (see subparts 

3.11 and 3.12)’’ after ‘‘conflicts of 

interest’’. 

37.110 [Amended] 

■ 28. Amend section 37.110 by 

removing paragraph (d) and 

redesignating paragraph (e) as paragraph 

(d). 

PART 42—CONTRACT 

ADMINISTRATION AND AUDIT 

SERVICES 

■ 29. Amend section 42.1204 by 

revising paragraph (d) to read as 

follows: 

42.1204 Applicability of novation 

agreements. 

* * * * * 

(d) When considering whether to 

recognize a third party as a successor in 

interest to Government contracts, the 

responsible contracting officer shall 

identify, analyze, and address any 

organizational conflicts of interest in 

accordance with subpart 3.12. If the 

responsible contracting officer 

determines that an organizational 

conflict of interest cannot be addressed 

in accordance with 3.1207–4, but that it 

is in the best interest of the Government 

to approve the novation request, a 

request for a waiver may be submitted 

in accordance with the procedures at 

3.1206. 

* * * * * 

PART 50—EXTRAORDINARY 

CONTRACTUAL ACTIONS AND THE 

SAFETY ACT 

50.205–1 [Amended] 

■ 30. Amend section 50.205–1 by 

removing from paragraph (b) 

‘‘7.105(b)(20)(v)’’ and adding 

‘‘7.105(b)(21)(v)’’ in its place. 

PART 52—SOLICITATION PROVISIONS 

AND CONTRACT CLAUSES 

■ 31. Add sections 52.203–XX, 52.203– 

DD, 52.203–LL, 52.203–MM, and 

52.203–AA to read as follows: 

52.203–XX Potential Organizational 

Conflict of Interest—Disclosure and 

Representation. 

As prescribed in 3.1208(a), insert a 

provision substantially the same as the 

following: 

Potential Organizational Conflict of 

Interest—Disclosure and Representation 

(Date) 

(a) Definition. ‘‘Organizational conflict of 

interest,’’ as used in this provision, is defined 

in Federal Acquisition Regulation (FAR) 

clause 52.203–DD, Postaward Disclosure of 

Organizational Conflict of Interest. 

(b) Notice. (1) The Contracting Officer has 

determined that the nature of the work to be 

performed under the contract resulting from 

this solicitation is such that it may result in 

organizational conflicts of interest (see FAR 

section 3.1204, Examples). 

(2) The following entities are disqualified 

from competing as a prime contractor or a 

subcontractor, due to an applicable 

preexisting limitation on future contracting 

(see FAR 3.1205–2): 

[Contracting Officer shall insert entity 

name(s), if applicable.] 

(3) The following entities do not have an 

applicable preexisting limitation on future 

contracting. However, they participated in 

the preparation of the statement of work or 

other requirements documents, including 

cost or budget estimates, or otherwise 

participated in development of the 

solicitation. These prior activities result in an 

organizational conflict of interest due to an 

unfair competitive advantage. As a result, the 

Contracting Officer has determined the 

following entities are disqualified from 

competing as a prime contractor or a 

subcontractor: 

[Contracting Officer shall insert entity 

name(s), if applicable.] 

(c) Proposal requirements—(1) Disclosure. 

The Offeror shall— 

(i) Describe any relevant limitations on 

future contracting, the term of which has not 

yet expired, to which the Offeror or potential 

subcontractor(s) agreed; 

(ii) Disclose all relevant information of 

which the Offeror is aware regarding past 

(within the past twelve months), present, or 

currently planned financial or other interests 

that could result in an organizational conflict 

of interest, including information about 

affiliates, clients, and potential subcontracts, 

except where such disclosure would 

constitute a violation of law (e.g., the 

Securities Exchange Act of 1934, 15 U.S.C. 

78a et seq.). At a minimum, such disclosure 

must include— 

(A) The name of the client(s) and a 

description of the services rendered or 

planned to be rendered; 

(B) Specific client and industry 

relationships, if identified by the Contracting 

Officer, that may present a conflict with the 

work to be performed: 

[Contracting Officer shall insert entity 

name(s) and relationship(s), if applicable]; 

and 

(C) The nature and extent of the financial 

or other interest and any entity or entities 

involved in the relationship; 

(iii) Disclose information withheld 

pursuant to paragraph (c)(1)(ii) of this 

provision as soon as the law no longer 

prohibits disclosure; and 

(iv) Describe any professional standards to 

which the Offeror is subject, or any 

procedures the Offeror has in place, to 

prevent organizational conflicts of interest. 

(2) Representation. The Offeror represents, 

by submission of its offer, that to the best of 

its knowledge and belief it has disclosed all 

relevant information of which the Offeror is 

aware regarding any organizational conflicts 

of interest as required in paragraph (c)(1) of 

this provision. 

(3) To the extent that either the Offeror or 

the Government identifies any financial or 

other interests that could result in an 

organizational conflict of interest on the 

contract resulting from this solicitation, the 

Offeror shall explain the actions it intends to 

take to address such organizational conflicts 

of interest, e.g., by submitting a mitigation 

plan and/or accepting a limitation on future 

contracting. The Offeror shall include 

information on planned flowdown to 

subcontracts of clauses 52.203–MM, 

Mitigation of Organizational Conflicts of 

Interest, or 52.203–LL, Limitation on Future 

Contracting. 

(4) The Contracting Officer will determine 

whether an organizational conflict of interest 

exists and whether the organizational conflict 

of interest has been adequately addressed. 

The Contracting Officer may withhold award 

if an organizational conflict of interest cannot 

be adequately addressed. 

(d) Disclosure update. The Offeror shall 

make a full disclosure in writing to the 

Contracting Officer within 5 days, if the 

Offeror identifies, after receipt of proposals 

but before contract award— 

(1) Financial or other interests that could 

result in an organizational conflict of interest 

that was not previously disclosed in its 

proposal in accordance with paragraph (c) of 

this provision; or 

(2) A change to any relevant facts relating 

to a previously disclosed organizational 

conflict of interest. 

(e) Resulting contract. (1) If the Offeror 

submits a mitigation plan, the Contracting 


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Officer will include the Governmentapproved mitigation plan and a clause 

substantially the same as 52.203–MM, 

Mitigation of Organizational Conflicts of 

Interest, in the contract resulting from this 

solicitation. 

(2) If a limitation on future contracting is 

used, the Contracting Officer will include a 

clause substantially the same as 52.203–LL, 

Limitation on Future Contracting in the 

resultant contract. 

(End of provision) 

52.203–DD Postaward Disclosure of 

Organizational Conflict of Interest. 

As prescribed in 3.1208(b), insert the 

following clause: 

Postaward Disclosure of Organizational 

Conflict of Interest (Date) 

(a) Definition. ‘‘Organizational conflict of 

interest,’’ as used in this clause, means that 

an entity or its affiliate(s) has impaired 

objectivity or an unfair competitive 

advantage as a result of other activities or 

relationships with other entities or their 

affiliates, including with public, private, 

domestic, and foreign entities. An entity or 

its affiliate may have an unfair competitive 

advantage as a result of biased ground rules 

or through unequal access to information. As 

used in this definition— 

(1) ‘‘Biased ground rules’’ means a 

situation in which an entity or its affiliate, as 

part of its performance of a Government 

contract, has or may have materially 

influenced the development of the 

requirement, evaluation criteria, or other 

source selection procedures for another 

Government contract. The primary concern is 

that the entity could skew the future 

competition, whether intentionally or not, in 

favor of itself; 

(2) ‘‘Entity’’ means an individual, 

corporation, or other organization; 

(3) ‘‘Impaired objectivity’’ means a 

situation in which an entity or its affiliate has 

or may have financial or other interests or an 

incentive to provide other than impartial 

advice to the Government, or the entity or its 

affiliate’s objectivity in performing the 

contract work is or might be otherwise 

impaired; and 

(4) ‘‘Unequal access to information’’ means 

a situation in which an entity or its affiliate 

has or may have an unfair competitive 

advantage because— 

(i) Access to the information was provided 

to the entity or its affiliate by the 

Government. Such information may include 

proprietary and source selection information, 

e.g., proposals, financial information; 

(ii) The information is not available to all 

potential offerors; and 

(iii) Having access to the information 

would assist the entity in obtaining the 

contract. 

(b) Disclosures. (1) Except as provided in 

paragraph (b)(3) of this clause, the Contractor 

shall provide the Contracting Officer a full 

disclosure in writing within 5 days if the 

Contractor identifies— 

(i) Financial or other interests that could 

result in an organizational conflict of interest 

that was not previously addressed and for 

which a waiver has not been granted; 

(ii) A change to any relevant facts relating 

to a previously identified organizational 

conflict of interest; or 

(iii) Specific client and industry 

relationships, if identified by the Contracting 

Officer, that may present a conflict with the 

work to be performed: 

[Contracting Officer shall insert entity 

name(s), if applicable]. 

(2) The Contractor shall disclose 

organizational conflicts of interest identified 

during performance of the contract, as well 

as newly discovered organizational conflicts 

of interest that existed before contract award. 

This disclosure shall include a description 

of— 

(i) The organizational conflict(s) of interest 

in sufficient detail for agency evaluation; and 

(ii) Actions to address the organizational 

conflict(s) of interest that— 

(A) The Contractor has taken or proposes 

to take; or 

(B) The Contractor recommends that the 

Government take. 

(3) Where such disclosure would constitute 

a violation of law (e.g., the Securities 

Exchange Act of 1934, 15 U.S.C. 78a et seq.), 

the Contractor shall withhold information 

only until the law no longer prohibits 

disclosure. 

(c) Termination. If, in compliance with this 

clause, the Contractor reports financial or 

other interests that the Contracting Officer 

identifies as an organizational conflict of 

interest that cannot be addressed in a manner 

acceptable to the Government, the 

Contracting Officer may terminate the 

contract, one or more orders, the blanket 

purchase agreement, or the basic ordering 

agreement. 

(d) Subcontracts. The Contractor shall 

include the substance of this clause, 

including this paragraph (d), in subcontracts 

exceeding the simplified acquisition 

threshold where the work includes or may 

include tasks that may result in an 

organizational conflict of interest, other than 

subcontracts for commercial products, 

commercial services, and commercially 

available off-the-shelf items. The Contractor 

shall modify the terms ‘‘Contractor’’ and 

‘‘Contracting Officer’’ appropriately to reflect 

the change in parties. 

(End of clause) 

52.203–MM Mitigation of Organizational 

Conflicts of Interest. 

As prescribed in 3.1208(c), insert a 

clause substantially the same as the 

following: 

Mitigation of Organizational Conflicts of 

Interest (Date) 

(a) Definition. ‘‘Organizational conflict of 

interest,’’ as used in this clause, is defined in 

the clause 52.203–DD, Postaward Disclosure 

of Organizational Conflict of Interest. 

(b) Mitigation plan. The Governmentapproved organizational conflict of interest 

mitigation plan (mitigation plan) and its 

obligations are hereby incorporated as an 

attachment to the contract. While 

implementation of a mitigation plan is the 

Contractor’s responsibility, the Government 

retains the right to review implementation of 

the plan. 

(c) Changes. (1) Either the Contractor or the 

Government may propose changes to the 

mitigation plan. Such changes are subject to 

the mutual agreement of the parties and will 

become effective only upon written approval 

of the revised mitigation plan by the 

Contracting Officer and incorporation into 

the contract. 

(2) The Contractor shall propose an update 

to the mitigation plan within 30 days of— 

(i) Any changes to the legal construct of its 

organization, any subcontractor changes, or 

any significant management or ownership 

changes that impact the mitigation plan; or 

(ii) A change to the contract requirements 

that impacts the mitigation plan. 

(d) Noncompliance. (1) The Contractor 

shall report to the Contracting Officer any 

noncompliance with this clause or with the 

mitigation plan, whether by its own 

personnel, those of the Government, other 

contractors, or subcontractors. 

(2) The report shall describe the 

noncompliance and the actions the 

Contractor has taken or proposes to take to 

cure and mitigate such noncompliance and 

avoid repetition of the noncompliance. 

(3) After conducting such further inquiries 

and communications as may be necessary, 

the Contracting Officer and the Contractor 

shall agree on appropriate corrective action, 

if any, or the Contracting Officer will direct 

corrective action, subject to the terms of this 

contract. 

(e) Subcontracts. (1) The Contractor shall 

include the substance of this clause, 

including this paragraph (e), in subcontracts 

exceeding the simplified acquisition 

threshold where the subcontract work is 

addressed in the mitigation plan, other than 

subcontracts for commercial products, 

commercial services, and commercially 

available off-the-shelf items. 

(2) The Contractor shall modify the terms 

‘‘Contractor’’ and ‘‘Contracting Officer’’ 

appropriately to reflect the change in parties. 

(3) The Contractor shall provide the 

Contracting Officer with information on the 

flowdown of this clause upon request. 

(End of clause) 

52.203–LL Limitation on Future 

Contracting. 

As prescribed in 3.1208(d), insert a 

clause substantially the same as the 

following: 

Limitation on Future Contracting (Date) 

(a) Limitation. The Contractor and any of 

its affiliates shall be disqualified from 

performing lll [Before contract award, 

Contracting Officer to describe the work that 

the Contractor will be disqualified from 

performing] as a contractor or as a 

subcontractor. The disqualification will last 

until lll. [Before contract award, 

Contracting Officer to determine appropriate 

length of prohibition or identify the 

appropriate ending event for the limitation 

on future contracting.] 

(b) Subcontracts. (1) The Contractor shall 

include the substance of this clause, 

including this paragraph (b), in subcontracts 

exceeding the simplified acquisition 

threshold where the work includes tasks that 


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are encompassed by the description of work 

provided in paragraph (a) of this clause, other 

than subcontracts for commercial products, 

commercial services, and commercially 

available off-the-shelf items. The Contractor 

shall modify the terms ‘‘Contractor’’ and 

‘‘Contracting Officer’’ appropriately to reflect 

the change in parties. 

(2) Upon request, the Contractor shall 

provide information to the Contracting 

Officer with regard to flowdown of this 

clause. 

(End of clause) 

52.203–AA Unequal Access to 

Information—Representation. 

As prescribed in 3.1208(e), insert a 

provision substantially the same as the 

following: 

Unequal Access to Information— 

Representation (Date) 

(a) Preproposal requirements. The Offeror 

shall determine, to the best of its knowledge 

and belief, whether it or any of its affiliates 

had unequal access to any information that 

could provide an unfair competitive 

advantage as described in Federal 

Acquisition Regulation (FAR) 3.1204(b)(2). If 

so, the Offeror shall inform the Contracting 

Officer of such access prior to the submission 

of its offer. The Offeror shall also advise the 

Contracting Officer of any actions that the 

Offeror proposes to take to address the 

situation pursuant to FAR 3.1207–4(d). 

(b) Representation. (1) By submission of its 

offer, the Offeror represents, to the best of its 

knowledge and belief, that— 

(i) No firewall was necessary because the 

Offeror did not have an unfair competitive 

advantage due to unequal access to 

information; or 

(ii) If a firewall was planned to mitigate the 

impact of an unfair competitive advantage 

due to unequal access to information, the 

firewall was implemented and was not 

breached during the preparation of this offer; 

or 

(2) By checking this box b, the Offeror 

represents, to the best of its knowledge and 

belief, that the planned firewall was not 

implemented or was breached, and 

additional explanatory information is 

attached. 

(End of provision) 

■ 32. Amend section 52.212–3 by— 

■ a. Revising the date of the provision; 

and 

■ b. Removing from paragraph (t) 

introductory text ‘‘12.301(d)(1)’’ and 

adding ‘‘12.301(d)(3)’’ in its place. 

The revision reads as follows: 

52.212–3 Offeror Representations and 

Certifications—Commercial Products and 

Commercial Services. 

* * * * * 

Offeror Representations and Certifications— 

Commercial Products and Commercial 

Services (Date) 

* * * * * 

■ 33. Amend section 52.212–5 by— 

■ a. Revising the date of the clause; 

■ b. Redesignating paragraphs (c)(1) 

through (10) as paragraphs (c)(4) 

through (13); and 

■ c. Adding new paragraphs (c)(1) 

through (3). 

The revision and additions read as 

follows: 

52.212–5 Contract Terms and Conditions 

Required To Implement Statutes or 

Executive Orders—Commercial Products 

and Commercial Services. 

* * * * * 

Contract Terms and Conditions Required to 

Implement Statutes or Executive Orders— 

Commercial Products and Commercial 

Services (Date) 

* * * * * 

(c) * * * 

__(1) 52.203–DD, Postaward Disclosure of 

Organizational Conflict of Interest (Pub. L. 

117–324)(41 U.S.C. 2303 note). 

__(2) 52.203–MM, Mitigation of 

Organizational Conflicts of Interest (Pub. L. 

117–324)(41 U.S.C. 2303 note). 

__(3) 52.203–LL, Limitation on Future 

Contracting (Pub. L. 117–324)(41 U.S.C. 2303 

note). 

* * * * * 

[FR Doc. 2024–31561 Filed 1–14–25; 8:45 am] 

BILLING CODE 6820–EP–P 


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