FAR 24.202—Prohibitions.
Plain-English Summary
FAR 24.202 sets out specific Freedom of Information Act (FOIA) prohibitions and exemptions that protect certain procurement-related information from public release. It covers three main topics: proposals submitted in response to a competitive solicitation, information obtained under FAR 15.403-3(b) that is exempt from FOIA, and dispute resolution communications protected by the Alternative Dispute Resolution Act. In practice, this section tells agencies when they must not disclose sensitive contractor or ADR information, even if a FOIA request is received. It also clarifies an important exception for proposal material that is later incorporated into a contract, because that material is no longer protected in the same way once it becomes part of the contract record. The practical significance is that contracting personnel must carefully distinguish between protected proposal content, contract terms, and other exempt information before releasing records.
Key Rules
Competitive proposals protected
A proposal in the Government’s possession or control that was submitted in response to a competitive solicitation must not be released under FOIA. This rule protects the integrity of the competition and the confidentiality of offeror submissions.
Contract-incorporated material exception
The FOIA prohibition does not apply to a proposal, or part of a proposal, that is set forth in or incorporated by reference into the resulting contract. Once proposal content becomes part of the contract, that specific content is no longer covered by this prohibition.
Protected cost or pricing information
Agencies may not disclose information obtained under FAR 15.403-3(b) if that information is exempt from FOIA. This preserves confidentiality for certain contractor-submitted data used in price analysis or negotiations.
ADR communications exempt
Dispute resolution communications between a neutral and a party in alternative dispute resolution proceedings are exempt from FOIA when 5 U.S.C. 574 prohibits disclosure. This protects the confidentiality needed for effective ADR.
FOIA exemption by statute
The section operates as a statutory FOIA exemption, meaning agencies cannot release covered information simply because it is requested. Release decisions must account for these specific legal bars, not just general disclosure preferences.
Responsibilities
Contracting Officer
Identify proposal material, incorporated contract content, and protected pricing or ADR-related information before responding to FOIA requests. Ensure that only non-exempt material is released and that any incorporated proposal language is treated according to its status in the contract.
Agency FOIA Officer/Records Custodian
Review requested records for the specific categories protected by this section and withhold any exempt information. Coordinate with contracting personnel and legal counsel when records include proposal data, pricing information, or ADR communications.
Contractor
Understand that proposals submitted in competition are generally protected from FOIA disclosure, but recognize that proposal language incorporated into the contract may become releasable as contract content. Provide information under FAR 15.403-3(b) with awareness that exempt portions remain protected from public release.
Neutral Person in ADR
Maintain confidentiality of dispute resolution communications to the extent required by 5 U.S.C. 574. Do not disclose protected communications outside the limits allowed by the ADR statute.
Agency Counsel
Advise on whether requested information falls within a FOIA exemption or statutory nondisclosure rule. Help distinguish between protected proposal material, incorporated contract terms, and ADR communications.
Practical Implications
FOIA requests involving procurement files require careful line-by-line review; agencies cannot assume all proposal material is releasable just because it is in the Government’s possession.
A common mistake is treating all proposal content as permanently exempt. If the proposal language is incorporated into the contract, that specific material may be releasable as part of the contract record.
Contracting teams should clearly mark and track what proposal language is incorporated by reference versus what remains only in the proposal, because that distinction affects disclosure.
Information obtained under FAR 15.403-3(b) may still be sensitive even when used in pricing analysis, so release decisions must check both FOIA exemptions and the specific statutory protection.
ADR participants should expect confidentiality to be preserved for protected dispute resolution communications, but agencies still need to verify whether a record truly qualifies before withholding it.
Official Regulatory Text
(a) A proposal in the possession or control of the Government, submitted in response to a competitive solicitation, shall not be made available to any person under the Freedom of Information Act. This prohibition does not apply to a proposal, or any part of a proposal, that is set forth or incorporated by reference in a contract between the Government and the contractor that submitted the proposal. (See 10 U.S.C. 3309 and 41 U.S.C. 4702 .) (b) No agency shall disclose any information obtained pursuant to 15.403-3 (b) that is exempt from disclosure under the Freedom of Information Act. (See 10 U.S.C. 3705(c)(3) and 41 U.S.C. 3505(b)(3) .) (c) A dispute resolution communication that is between a neutral person and a party to alternative dispute resolution proceedings, and that may not be disclosed under 5 U.S.C.574 , is exempt from disclosure under the Freedom of Information Act ( 5 U.S.C. 552(b)(3) ).