FAR 52.102—Incorporating provisions and clauses.
Plain-English Summary
FAR 52.102 explains how contracting officers should include provisions and clauses in solicitations and contracts, with a strong preference for incorporation by reference instead of printing full text. It covers when reference is allowed even for clauses with alternates, optional use, "substantially as follows" language, fill-in material, and offeror-completed provisions, including annual representations and certifications. It also addresses electronic access rules, the requirement to provide full text on request, special treatment for agency-approved and agency-prescribed clauses, the use of agency group listings, and when full text is required because a provision or clause is not electronically available. Finally, it prohibits using the alteration provisions at 52.252-3 and 52.252-4 as a way to incorporate provisions or clauses by reference. In practice, this section is about making solicitations and contracts shorter and more manageable while still ensuring offerors and contractors can find, complete, and comply with all applicable terms.
Key Rules
Prefer incorporation by reference
Provisions and clauses should be incorporated by reference to the maximum practical extent rather than printed in full text. This preference applies even when the clause has alternates, is optional, uses "substantially as follows" language but is used verbatim, requires Government fill-ins, or must be completed by the offeror or contractor.
Electronic access permits reference
Except for provisions and clauses covered by 52.107, any provision or clause that can be accessed electronically by the offeror or prospective contractor may be incorporated by reference in solicitations and contracts. If requested, the contracting officer must provide the full text of any incorporated provision or clause.
Special statement for certain clauses
Agency-approved provisions and clauses prescribed in agency acquisition regulations, and FAR provisions and clauses not authorized for incorporation by reference under the smart matrix, may still be used without full text if the solicitation and contract include a statement identifying all items that require completion, requiring submission with the quotation or offer, and giving at least one electronic address where the full text can be accessed.
Agency group listings allowed
An agency may create a group listing of provisions and clauses that apply to a specific category of contracts. The listing may be incorporated by reference instead of citing each provision or clause individually, but only if the listing is made available electronically to offerors and prospective contractors.
Full text required when not electronic
If a provision or clause is not available electronically to offerors and prospective contractors, it must be included in full text when it is either a FAR provision or clause not authorized for incorporation by reference, or a provision or clause prescribed by an agency acquisition regulation.
No incorporation through alteration clauses
Provisions or clauses may not be incorporated by reference merely by listing them in the alteration provisions at 52.252-3 or 52.252-4. Those clauses do not serve as a valid substitute for proper incorporation methods.
Responsibilities
Contracting Officer
Use incorporation by reference whenever practical; ensure electronically accessible clauses are properly identified; provide full text on request; include the required statement for agency-approved or otherwise restricted clauses; make sure any agency group listing is electronically available; and include full text when electronic access is unavailable and the rule requires it.
Agency
Develop and maintain any approved group listings for categories of contracts; ensure agency acquisition regulations and prescribed clauses are handled consistently with the electronic access and full-text requirements; and support availability of referenced provisions and clauses through electronic systems.
Offeror / Prospective Contractor
Review incorporated provisions and clauses through the electronic source provided; complete any required fill-in material or representations and certifications; submit completed provisions or clauses with the quotation or offer when required; and request full text from the contracting officer when needed.
Contractor
Comply with incorporated clauses and provisions as part of the contract, including any completed fill-ins or annual representations and certifications, and use the electronic access points or request full text if clarification is needed.
Practical Implications
This section is mainly about reducing solicitation and contract bulk without reducing legal effect, so contractors should not assume a clause is less important just because it is incorporated by reference.
A common pitfall is failing to verify that the referenced clause is actually accessible electronically or that the solicitation includes the required statement for clauses that need completion or special handling.
Contracting officers should be careful not to rely on 52.252-3 or 52.252-4 as a shortcut for incorporation by reference; those alteration provisions do not authorize that method.
Offerors should pay close attention to clauses that require completion or submission with the offer, because missing fill-ins or certifications can make an offer nonresponsive or otherwise unacceptable.
When an agency uses a group listing, both sides should confirm the listing is current and electronically available, since the listing itself becomes the practical source of incorporated requirements.
Official Regulatory Text
(a) Provisions and clauses should be incorporated by reference to the maximum practical extent, rather than being incorporated in full text, even if they- (1) Are used with one or more alternates or on an optional basis; (2) Are prescribed on a "substantially as follows" or "substantially the same as" basis, provided they are used verbatim; (3) Require modification or the insertion by the Government of fill-in material (see 52.104 ); or (4) Require completion by the offeror or prospective contractor. This instruction also applies to provisions completed as annual representations and certifications. (b) Except for provisions and clauses prescribed in 52.107 , any provision or clause that can be accessed electronically by the offeror or prospective contractor may be incorporated by reference in solicitations and/or contracts. However, the contracting officer, upon request, shall provide the full text of any provision or clause incorporated by reference. (c) Agency approved provisions and clauses prescribed in agency acquisition regulations, and FAR provisions and clauses not authorized to be incorporated by reference as shown in the matrix at https://www.acquisition.gov/smart-matrix , need not be incorporated in full text, provided the contracting officer includes in the solicitation and contract a statement that— (1) Identifies all provisions and clauses that require completion by the offeror or prospective contractor; (2) Specifies that the provisions and clauses must be completed by the offeror or prospective contractor and must be submitted with the quotation or offer; and (3) Identifies to the offeror or prospective contractor at least one electronic address where the full text may be accessed. (d) An agency may develop a group listing of provisions and clauses that apply to a specific category of contracts. An agency group listing may be incorporated by reference in solicitations and/or contracts in lieu of citing the provisions and clauses individually, provided the group listing is made available electronically to offerors and prospective contractors. (e) A provision or clause that is not available electronically to offerors and prospective contractors shall be incorporated in solicitations and/or contracts in full text if it is- (1) A FAR provision or clause that otherwise is not authorized to be incorporated by reference (see sub part 52.3 ); or (2) A provision or clause prescribed for use in an agency acquisition regulation. (f) Provisions or clauses may not be incorporated by reference by being listed in the- (1) Provision at 52.252-3 , Alterations in Solicitations; or (2) Clause at 52.252-4 , Alterations in Contract.