FAR 27.402—Policy.
Plain-English Summary
FAR 27.402 states the basic policy for Government rights in contractor data and the protection of contractor proprietary interests. It explains why agencies need access to data in the first place: to promote competition among suppliers, to publish and disseminate the results of agency activities, to ensure that research, development, and demonstration results are used effectively and shared to support future technological progress, to satisfy other statutory and programmatic requirements, and to meet specialized acquisition and logistics support needs. At the same time, it recognizes that contractors may have proprietary interests in data and that those interests must be protected from unauthorized use and disclosure. The section’s practical purpose is to require agencies to strike a balance between mission needs for data and the contractor’s legitimate business interests. In day-to-day contracting, this policy drives how data rights are addressed in solicitations, contracts, and post-award administration, especially when technical data, software-related data, research results, or logistics information are involved.
Key Rules
Agencies need contract data
Agencies may acquire or obtain access to many kinds of data generated or used under contracts because they need that information to carry out their missions and programs. The rule identifies several specific purposes, including competition, publication, research dissemination, statutory compliance, and logistics support.
Support competition and dissemination
Data may be needed to obtain competition among suppliers and to fulfill responsibilities for publishing or disseminating the results of agency activities. This means data rights decisions can affect future procurements, public reporting, and the Government’s ability to share results appropriately.
Promote use of research results
Agencies need data to ensure proper utilization of research, development, and demonstration results, including technical information that can foster later technological advances. The policy recognizes that access to such data can have broader innovation and mission benefits beyond the original contract.
Protect proprietary interests
Contractors may have proprietary interests in data, and agencies must protect proprietary data from unauthorized use and disclosure. This protection is intended to prevent harm to contractors and to encourage capable firms to participate in Government work and contribute innovative ideas.
Balance Government and contractor interests
Agencies must balance the Government’s need for data against the contractor’s legitimate proprietary interests. The policy does not give either side absolute priority; instead, it requires a practical, case-by-case accommodation of mission needs and data protection.
Responsibilities
Agency
Identify the data needed to support mission, program, publication, research, statutory, and logistics requirements. Protect proprietary data from unauthorized use and disclosure, and balance access needs with contractor proprietary interests when structuring and administering contracts.
Contracting Officer
Ensure data requirements and data-rights terms reflect the Government’s actual needs while respecting contractor proprietary interests. Use contract terms and administration practices that prevent unauthorized disclosure and support the required balance between access and protection.
Contractor
Provide or make available the data required under the contract, while identifying and asserting legitimate proprietary interests where applicable. Submit proprietary data in a way that allows the Government to recognize and protect it from unauthorized use or disclosure.
Practical Implications
Data rights issues should be addressed early, because the Government’s need for future competition, publication, or logistics support can drive what data must be delivered or licensed.
Contractors should clearly mark and support proprietary claims; otherwise, data may be at risk of broader Government use or disclosure than intended.
Agencies should not treat all contract data the same way—some data may be needed for public dissemination or follow-on competition, while other data must remain protected.
A common pitfall is failing to balance mission needs with proprietary protections, which can lead to disputes, reduced competition, or reluctance by innovative firms to bid on future work.
This policy is foundational, so it influences solicitation language, data-rights clauses, technical data deliverables, and post-award handling of sensitive information.
Official Regulatory Text
(a) To carry out their missions and programs, agencies acquire or obtain access to many kinds of data produced during or used in the performance of their contracts. Agencies require data to- (1) Obtain competition among suppliers; (2) Fulfill certain responsibilities for disseminating and publishing the results of their activities; (3) Ensure appropriate utilization of the results of research, development, and demonstration activities including the dissemination of technical information to foster subsequent technological developments; (4) Meet other programmatic and statutory requirements; and (5) Meet specialized acquisition needs and ensure logistics support. (b) Contractors may have proprietary interests in data. In order to prevent the compromise of these interests, agencies shall protect proprietary data from unauthorized use and disclosure. The protection of such data is also necessary to encourage qualified contractors to participate in and apply innovative concepts to Government programs. In light of these considerations, agencies shall balance the Government’s needs and the contractor’s legitimate proprietary interests.