FAR 52.215-21—Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data-Modifications.
Plain-English Summary
FAR 52.215-21 governs what a contractor must provide when a contract modification may require certified cost or pricing data, and when the contractor may instead seek an exception from that requirement. It covers the threshold for applying the rule, the process for requesting an exception, the specific information needed to support exceptions based on law or regulation, and the special rules for modifications to commercial products and commercial services contracts or subcontracts. It also addresses the Government’s right to examine directly pertinent records to verify an exception request and assess price reasonableness, while limiting access for catalog-, market-, or law-based pricing to information relevant to those pricing methods. If no exception is granted, the clause requires submission of certified cost or pricing data, data other than certified cost or pricing data, supporting attachments in the format prescribed by FAR 15.408, and a Certificate of Current Cost or Pricing Data before award, except for unpriced actions. In practice, this clause is a key pricing compliance tool for modifications that may increase contract price above the Truthful Cost or Pricing Data threshold, and it helps the contracting officer decide whether the Government can rely on an exception or must obtain full pricing support.
Key Rules
Threshold Controls Applicability
The clause applies to contract modifications expected to exceed the certified cost or pricing data threshold in FAR 15.403-4(a)(1), using the threshold in effect on the date of price agreement or award, whichever is later. If the threshold is later adjusted for inflation under FAR 1.109, the adjusted threshold applies for the rest of the contract unless changed again.
Exception Request Must Be Written
Instead of submitting certified cost or pricing data, the contractor may request an exception by providing the information required in paragraph (a)(1)(i) and (ii). The contracting officer may ask for additional supporting information, but only as needed to decide whether the exception applies and whether the price is fair and reasonable.
Law-Or-Regulation Pricing Evidence
If the offered price is established by law or regulation, the contractor must identify the law or regulation and attach the controlling document if it has not already been provided. This supports an exception where the price is externally set rather than negotiated from cost data.
Commercial Modification Exception Limits
For modifications to commercial products or commercial services, the contractor may show that the change does not convert the contract from commercial to noncommercial. If the original award was exempt because of adequate price competition, law or regulation, or commercial-item status, the modification must still independently qualify for an exception or be supported with pricing information.
Commercial Price Support Required
For commercial product or commercial service exceptions, the contractor must provide at least enough pricing history to evaluate reasonableness, such as prior sales of the same or similar items. The clause specifically identifies acceptable support for catalog items, market-priced items, and items on an active Federal Supply Service Multiple Award Schedule contract.
Government Record Access Right
The contractor grants the contracting officer or authorized representative access to directly pertinent books, records, and documents to verify the exception request and price reasonableness before award. For catalog-, market-, or law-based pricing, this access does not extend to cost, profit, or other data used only to set the contractor’s internal pricing decisions.
Full Pricing Data If No Exception
If the contractor is not granted an exception, it must submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in the format required by FAR 15.408 unless the contracting officer and contractor agree to a different format under Alternate I. The contractor must also submit the Certificate of Current Cost or Pricing Data as soon as practicable after price agreement and before award, except for unpriced actions.
Responsibilities
Contracting Officer
Determine whether the modification is subject to the clause based on the threshold and timing rules; evaluate exception requests; request only the additional supporting information needed to assess the exception and price reasonableness; verify commercial-item or law-based pricing support; and require certified cost or pricing data and the certificate when no exception applies.
Contractor
Decide whether to seek an exception or provide certified cost or pricing data; submit a written exception request with the required supporting information; provide pricing history or other evidence for commercial product or commercial service modifications; allow examination of directly pertinent records as authorized; and, if no exception is granted, submit certified cost or pricing data, supporting attachments, and the Certificate of Current Cost or Pricing Data in the required format.
Authorized Government Representative
Examine directly pertinent books, records, documents, and other records before award to verify the exception request and assess the reasonableness of the proposed price, subject to the clause’s limits on access for catalog-, market-, or law-based pricing.
Agency/Buying Activity
Use the prescribed FAR 15.408 format unless a different format is agreed to and the clause is modified to use Alternate I; ensure solicitation and contract language aligns with the applicable pricing-data requirements for modifications.
Practical Implications
This clause is often triggered during change orders, equitable adjustments, and other modifications, so both sides need to know early whether the price increase may cross the threshold.
A common mistake is assuming that because the original contract was exempt, every modification is also exempt; the modification must be analyzed on its own facts, especially for commercial-item contracts.
Contractors should be ready to show actual sales history, catalog pages, market quotations, or schedule-contract proof, because unsupported claims of commercial pricing are usually not enough.
Contracting officers should limit information requests to what is necessary for the exception and price review; overbroad requests can exceed the clause’s access limits, especially for catalog- or market-based pricing.
If no exception is granted, failure to submit the required certified cost or pricing data package and current certificate can delay award and create pricing compliance risk, including potential defective pricing exposure later.
Official Regulatory Text
As prescribed in 15.408 (m) , insert the following clause: Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data-Modifications (Nov 2021) (a) Exceptions from certified cost or pricing data. (1) In lieu of submitting certified cost or pricing data for modifications under this contract, for price adjustments expected to exceed the threshold set forth in Federal Acquisition Regulation (FAR) 15.403-4 (a)(1) on the date of the agreement on price or the date of the award, whichever is later, the Contractor may submit a written request for exception by submitting the information described in paragraphs (a)(1)(i) and (ii) of this clause. If the threshold for submission of certified cost or pricing data specified in FAR 15.403-4 (a)(1) is adjusted for inflation as set forth in FAR 1.109 (a), then pursuant to FAR 1.109 (d) the changed threshold applies throughout the remaining term of the contract, unless there is a subsequent threshold adjustment. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable— (i) Identification of the law or regulation establishing the price offered . If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office. (ii) Information on modifications of contracts or subcontracts for commercial products or commercial services. (A) If— (1) The original contract or subcontract was granted an exception from certified cost or pricing data requirements because the price agreed upon was based on adequate price competition or prices set by law or regulation, or was a contract or subcontract for the acquisition of a commercial product or commercial service; and (2) The modification (to the contract or subcontract) is not exempted based on one of these exceptions, then the Contractor may provide information to establish that the modification would not change the contract or subcontract from a contract or subcontract for the acquisition of a commercial product or commercial service, to a contract or subcontract for the acquisition of other than a commercial product or commercial service. (B) For a commercial product and commercial service exception, the Contractor shall provide, at a minimum, information on prices at which the same item or similar items have previously been sold that is adequate for evaluating the reasonableness of the price of the modification. Such information may include- (1) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities. (2) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market. (3) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item. (2) The Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this clause, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the Contractor’s determination of the prices to be offered in the catalog or marketplace. (b) Requirements for certified cost or pricing data . If the Contractor is not granted an exception from the requirement to submit certified cost or pricing data, the following applies: (1) The Contractor shall submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the instructions contained in 15.408 Solicitation provisions and contract clauses. of FAR 15.408 , which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in 15.408 Solicitation provisions and contract clauses. are incorporated as a mandatory format to be used in this contract, unless the Contracting Officer and the Contractor agree to a different format and change this clause to use Alternate I. (2) As soon as practicable after agreement on price, but before award (except for unpriced actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2 . (End of clause) Alternate I (Oct 2010) . As prescribed in 15.408 (m) and 15.403-5 (b)(1), substitute the following paragraph (b)(1) for paragraph (b)(1) of the basic clause. (b)(1) The Contractor shall submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments prepared in the following format: _________________________________ [ Insert description of the data and format that are required and include access to records necessary to permit an adequate evaluation of the proposed price in accordance with 15.408 , 15.408 Solicitation provisions and contract clauses. , Note 2. The description may be inserted at the time of issuing the solicitation, or the Contracting Officer may specify that the offeror's format will be acceptable, or the description may be inserted as the result of negotiations .] : Alternate II (Oct 1997) . As prescribed in 15.408 (m), add the following paragraph (c) to the basic clause: (c) When the proposal is submitted, also submit one copy each to: (1) the Administrative Contracting Officer, and (2) the Contract Auditor. Alternate III (Oct 1997) . As prescribed in 15.408 (m), add the following paragraph (c) to the basic clause (if Alternate II is also used, redesignate the following paragraph as paragraph (d)): (c) Submit the cost portion of the proposal via the following electronic media: ________________ [ Insert media format ] Alternate IV (Oct 2010) . As prescribed in 15.408 (m), replace the text of the basic clause with the following: (a) Submission of certified cost or pricing data is not required. (b) Provide data described below: ____________________________ [Insert description of the data and the format that are required, including the access to records necessary to permit an adequate evaluation of the proposed price in accordance with 15.403-3 .]