FAR 44.202-2—Considerations.
Plain-English Summary
FAR 44.202-2 tells the contracting officer what to look at before giving consent to a subcontract when consent is required. It covers review of the request and supporting data, consistency with the contractor’s approved make-or-buy program, availability of Government sources for special test equipment, equipment, or real property, technical justification for the selected supplies/equipment/services, compliance with small business subcontracting requirements and mandatory sources for nonprofit agencies, adequacy of competition or justification for noncompetitive pricing, treatment of alternate proposals, the contractor’s basis for selecting and determining subcontractor responsibility, price and cost analysis and required cost or pricing data, appropriateness of subcontract type, consideration for use of Government-furnished equipment and real property, translation of prime contract technical requirements into subcontract requirements, compliance with applicable cost accounting standards, and whether the proposed subcontractor is excluded in SAM. The section exists to help the Government avoid approving poorly planned, overpriced, noncompliant, or risky subcontracts that could affect cost, performance, socioeconomic goals, and contract administration. In practice, it requires the contracting officer to do more than a paperwork check: the officer must evaluate whether the subcontract decision is reasonable, compliant, and supported by the record. The rule also signals that some situations require especially careful scrutiny, such as weak purchasing systems, close affiliations between the prime and subcontractor, noncompetitive awards, questionable prices, and cost-reimbursement, time-and-materials, or labor-hour subcontracts. For contractors, this means the consent package must be complete, well-documented, and defensible; for contracting officers, it means the review should focus on risk, compliance, and value to the Government.
Key Rules
Review request and data
The contracting officer must, at a minimum, review the consent request and supporting information. Consent is not automatic; the record must be sufficient to support a reasoned decision.
Check make-or-buy consistency
The subcontract decision should align with the contractor’s approved make-or-buy program, if one exists. A mismatch may indicate the contractor is not following its own approved sourcing strategy.
Verify source availability
The officer should determine whether the subcontract is for special test equipment, equipment, or real property that is available from Government sources. If Government sources can satisfy the need, subcontracting may be unnecessary or improper.
Confirm technical justification
The selected supplies, equipment, or services must be technically justified. The contractor should be able to explain why the chosen subcontractor and approach meet the prime contract’s technical needs.
Ensure socioeconomic compliance
The contractor must comply with prime contract requirements for small business subcontracting, including applicable goals or plans for small, veteran-owned, service-disabled veteran-owned, HUBZone, small disadvantaged, and women-owned small businesses, and with mandatory-source requirements for nonprofit agencies designated under the Javits-Wagner-O’Day program.
Assess competition and pricing
The officer should consider whether adequate price competition was obtained or, if not, whether the absence of competition was properly justified. The contractor should also show that alternate proposals were evaluated and that the proposed price is reasonable.
Evaluate subcontractor selection
The contractor must have a sound basis for selecting the subcontractor and determining its responsibility. This includes looking at capability, past performance, integrity, and other responsibility factors relevant to the work.
Review cost and price analysis
The contractor should have performed adequate cost or price analysis or price comparisons and obtained certified cost or pricing data, or data other than certified cost or pricing data, as required. The consent review should confirm the pricing record supports the proposed subcontract amount.
Match subcontract type to risk
The proposed subcontract type must be appropriate for the risks involved and consistent with current policy. Higher-risk arrangements, especially cost-reimbursement, time-and-materials, and labor-hour subcontracts, require closer scrutiny.
Protect Government property interests
If Government-provided equipment or real property will be used, the contractor must obtain adequate consideration for that use. The officer should ensure the Government is not giving away value without appropriate compensation or justification.
Translate prime requirements correctly
The contractor must adequately and reasonably translate the prime contract’s technical requirements into subcontract requirements. Poor flowdown can create performance gaps, disputes, or noncompliance with the prime contract.
Check cost accounting standards compliance
The prime contractor must comply with applicable cost accounting standards when awarding the subcontract. The consent review should identify any accounting issues that could affect allowability, allocability, or pricing.
Screen for excluded parties
The proposed subcontractor must not be listed as excluded in SAM. Awarding to an excluded entity can create serious compliance and performance problems.
Apply heightened scrutiny in risky cases
The contracting officer must be especially careful when the prime’s purchasing system or performance is weak, when close relationships or ownership ties may suppress competition or inflate prices, when the subcontract is noncompetitive or appears overpriced, or when the subcontract is cost-reimbursement, time-and-materials, or labor-hour.
Responsibilities
Contracting Officer
Review the consent request and supporting data, evaluate each factor listed in paragraph (a), and apply heightened scrutiny in the situations identified in paragraph (b). The contracting officer must decide whether the subcontract is reasonable, compliant, and adequately supported before granting consent.
Prime Contractor
Submit a complete and well-supported consent package, ensure the subcontract aligns with the approved make-or-buy program, comply with small business and mandatory-source requirements, justify technical and pricing decisions, select a responsible subcontractor, flow down prime requirements properly, and use an appropriate subcontract type.
Subcontractor
Provide information needed to support responsibility, pricing, technical capability, and compliance reviews when requested by the prime contractor or required by the procurement process.
Agency/Government
Provide or identify Government sources for equipment or real property when applicable, maintain SAM exclusion records, and establish the policy framework that guides consent reviews and subcontracting oversight.
Practical Implications
This section is a checklist for consent, but it is also a risk screen: weak documentation, poor competition, or questionable pricing can delay or block approval.
Contractors should expect the Government to ask for the business case, technical rationale, price analysis, responsibility determination, and evidence of compliance with subcontracting goals and mandatory sources.
Noncompetitive or affiliate-based subcontracts draw extra attention because they can hide inflated prices or reduced competition.
Cost-reimbursement, time-and-materials, and labor-hour subcontracts are especially sensitive because they shift more risk to the Government and require stronger justification.
A common pitfall is treating consent as a formality; in reality, the package must show that the subcontract decision is prudent, compliant, and consistent with the prime contract and procurement rules.
Official Regulatory Text
(a) The contracting officer responsible for consent must, at a minimum, review the request and supporting data and consider the following: (1) Is the decision to subcontract consistent with the contractor’s approved make-or-buy program, if any (see 15.407-2 )? (2) Is the subcontract for special test equipment, equipment or real property that are available from Government sources? (3) Is the selection of the particular supplies, equipment, or services technically justified? (4) Has the contractor complied with the prime contract requirements regarding- (i) Small business subcontracting, including, if applicable, its plan for subcontracting with small, veteran-owned, service-disabled veteran-owned, HUBZone, small disadvantaged and women-owned small business concerns (see part 19 ); and (ii) Purchase from nonprofit agencies designated by the Committee for Purchase From People Who Are Blind or Severely Disabled 41 U.S.C.8504 (see part 8 )? (5) Was adequate price competition obtained or its absence properly justified? (6) Did the contractor adequately assess and dispose of subcontractors’ alternate proposals, if offered? (7) Does the contractor have a sound basis for selecting and determining the responsibility of the particular subcontractor? (8) Has the contractor performed adequate cost or price analysis or price comparisons and obtained certified cost or pricing data and data other than certified cost or pricing data? (9) Is the proposed subcontract type appropriate for the risks involved and consistent with current policy? (10) Has adequate consideration been obtained for any proposed subcontract that will involve the use of Government-provided equipment and real property? (11) Has the contractor adequately and reasonably translated prime contract technical requirements into subcontract requirements? (12) Does the prime contractor comply with applicable cost accounting standards for awarding the subcontract? (13) Is the proposed subcontractor listed as excluded in the System for Award Management (see subpart 9.4 )? (b) Particularly careful and thorough consideration under paragraph (a) of this section is necessary when- (1) The prime contractor’s purchasing system or performance is inadequate; (2) Close working relationships or ownership affiliations between the prime and subcontractor may preclude free competition or result in higher prices; (3) Subcontracts are proposed for award on a non-competitive basis, at prices that appear unreasonable, or at prices higher than those offered to the Government in comparable circumstances; or (4) Subcontracts are proposed on a cost-reimbursement, time-and-materials, or labor-hour basis.