FAR 52.204-12—Unique Entity Identifier Maintenance.
Plain-English Summary
FAR 52.204-12, Unique Entity Identifier Maintenance, addresses how a contractor must keep its unique entity identifier (UEI) tied to the correct entity in the System for Award Management (SAM) for the entire life of the contract. It defines what a unique entity identifier is, points users to SAM as the source for the designated entity used to establish the identifier, and requires the contractor to maintain that identifier with the same entity throughout performance. The clause also requires the contractor to notify the contracting officer within 30 days after any change in the UEI so the contract can be updated by modification. Finally, it clarifies that a change in UEI does not automatically mean a novation is required, which is important because entity changes can occur for reasons that do not amount to a transfer of contract obligations. In practice, this clause helps keep contract records accurate, supports payment and reporting integrity, and reduces administrative problems when a contractor’s registration or entity information changes.
Key Rules
UEI Must Match SAM Entity
The contractor must keep the unique entity identifier maintained with the entity designated in SAM for establishing the identifier. This means the contract should continue to reflect the same legal entity associated with the UEI unless and until the contractor properly updates the record.
Maintain UEI Throughout Contract
The UEI must remain associated with the contractor for the entire life of the contract. The requirement is ongoing, not just a pre-award registration check, so contractors need to monitor entity information during performance as well as at award.
Report UEI Changes Promptly
If the UEI changes, the contractor must notify the contracting officer within 30 days after the change. This notice allows the government to issue a contract modification to update the contract data and keep official records current.
Contract Modification May Be Needed
When the UEI changes, the contracting officer may need to issue a modification to update the contract file and related data. The clause makes clear that the administrative record must be corrected even if the underlying contract relationship remains the same.
No Automatic Novation Required
A change in UEI does not necessarily require a novation agreement. This means the government must evaluate the facts; some UEI changes are administrative or entity-identifier changes rather than a transfer of the contract to a different legal entity.
Responsibilities
Contractor
Maintain the UEI with the entity designated in SAM for the full contract period, monitor for any UEI changes, and notify the contracting officer within 30 days after a change occurs. The contractor should also ensure its SAM information is accurate so the contract record and registration remain aligned.
Contracting Officer
Receive notice of any UEI change, determine whether a contract modification is needed, and update the contract data accordingly. The contracting officer must also assess whether the change is merely an identifier update or whether a novation or other legal action is actually required.
Agency
Support accurate contract administration by keeping procurement records aligned with SAM and other official systems. The agency should ensure its internal processes can capture UEI changes and route them for timely modification and file updates.
Practical Implications
Contractors should treat UEI maintenance as an ongoing compliance task, not a one-time registration step. If the entity’s registration changes, the contractor should review whether the contract still points to the correct legal entity and whether the contracting officer needs notice.
A common pitfall is assuming that a name change, merger, reorganization, or SAM update automatically changes the contract record without action. The clause requires notice within 30 days after a UEI change, so delay can create mismatches in payment, reporting, and award records.
Contracting officers should not assume every UEI change means the contract must be novated. The clause specifically says novation is not necessarily required, so the facts of the change matter.
Accurate UEI data is important for downstream systems, including invoicing, reporting, and award management. Mismatched entity data can cause administrative delays even when performance is otherwise unaffected.
Both sides should document the change carefully. Keeping a clear record of the SAM update, the notice to the contracting officer, and the resulting modification helps avoid disputes later about which entity was responsible under the contract.
Official Regulatory Text
As prescribed in 4.607 (c) , insert the following clause: Unique Entity Identifier Maintenance (Oct 2016) (a) Definition. Unique entity identifier, as used in this clause, means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers. (b) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at the System for Award Management (SAM) for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished. (End of clause)