FAR 32.706-3—Clause for unenforceability of unauthorized obligations.
Plain-English Summary
FAR 32.706-3 is a very short but important prescription that tells contracting officers to include the clause at FAR 52.232-39, Unenforceability of Unauthorized Obligations, in all solicitations and contracts. Its purpose is to protect the Government from being bound by obligations that were not properly authorized, while also putting offerors and contractors on notice that certain commitments made outside the contracting process may not be enforceable against the United States. In practice, this section is about clause inclusion, not about negotiating special terms or creating a separate substantive payment rule. It matters because the clause helps manage risk when contractors use electronic commerce, online terms of service, or other nontraditional arrangements that may purport to bind the Government without proper authority. For contracting officers, the rule is straightforward: the clause is mandatory in every solicitation and contract. For contractors, the practical effect is that unauthorized commitments, click-through terms, or other obligations accepted by personnel without authority may not be enforceable, so they should ensure the Government representative has actual authority before relying on any commitment.
Key Rules
Mandatory clause insertion
The contracting officer must insert FAR 52.232-39, Unenforceability of Unauthorized Obligations, in all solicitations and contracts. This is not discretionary and applies broadly across procurement actions covered by this prescription.
Applies to solicitations and contracts
The requirement covers both the solicitation stage and the resulting contract. The clause must be present before award and carried into the contract so the parties are on notice from the outset.
Protects against unauthorized commitments
The clause addresses obligations that were not authorized by a person with proper contracting authority. It reinforces the principle that the Government is only bound by commitments made by authorized officials.
Notice to contractors
Including the clause alerts contractors that some obligations, especially those arising outside the formal contracting process, may be unenforceable against the Government. Contractors should not assume that every Government-related promise or online term is binding.
Responsibilities
Contracting Officer
Insert FAR 52.232-39 in every solicitation and contract covered by this section. Ensure the clause is included as prescribed and do not omit it when preparing the solicitation or award document.
Contractor
Review the clause and understand that unauthorized obligations may not be enforceable against the Government. Verify that any Government commitment is made by an official with actual authority before relying on it.
Agency
Support consistent use of the clause across procurement actions and ensure acquisition personnel understand the limits of Government authority. Maintain internal controls that reduce the risk of unauthorized commitments.
Practical Implications
This section is operationally simple but legally significant: if the clause is missing, the solicitation or contract may not reflect the required FAR prescription.
Contractors should be cautious with online terms, vendor portals, and standard-form agreements that try to bind the Government without a contracting officer’s approval.
A common pitfall is assuming that a program office, technical representative, or other non-contracting official can create enforceable obligations; often they cannot.
Contracting officers should treat clause insertion as a standard checklist item, because omission can create avoidable disputes about enforceability and authority.
The clause helps prevent later arguments over whether the Government accepted obligations that were never properly authorized in the first place.
Official Regulatory Text
The contracting officer shall insert the clause at 52.232-39 , Unenforceability of Unauthorized Obligations in all solicitations and contracts.