FAR 52.225-25—Prohibition on Contracting With Entities Engaging in Certain Activities or Transactions Relating to Iran—Representation and Certifications.
Plain-English Summary
FAR 52.225-25 is a solicitation provision that requires offerors to make Iran-related representations and certifications before award, unless a trade agreements exception applies or a waiver has been granted under FAR 25.703-4. It covers the definitions of "person" and "sensitive technology," directs offerors to send questions about sensitive technology to the Department of State, and requires the offeror to represent and certify three separate Iran-related matters: whether it exports sensitive technology to the Government of Iran or related entities, whether it or persons it owns or controls engage in activities sanctionable under section 5 of the Iran Sanctions Act, and whether it or persons it owns or controls knowingly engage in certain threshold transactions with the Islamic Revolutionary Guard Corps or blocked persons. The provision also explains when these requirements do not apply, namely when the solicitation includes a trade agreements notice or certification and the offeror has certified that all offered products are designated country end products or designated country construction material. In practice, this provision is a screening and compliance gate: it helps the Government avoid contracting with entities involved in prohibited Iran-related activities, while giving offerors a clear pre-award disclosure and certification obligation tied to sanctions law, export-related concerns, and trade agreement exceptions.
Key Rules
Know the defined terms
The provision defines "person" broadly to include individuals, business entities, nongovernmental organizations, and governmental entities acting as business enterprises, plus their successors. It also defines "sensitive technology" as hardware, software, telecommunications equipment, or other technology used to restrict information flow or speech in Iran, while excluding certain informational materials protected from export controls.
Ask State about sensitive technology
Offerors must e-mail questions about whether technology is "sensitive technology" to the Department of State at CISADA106@state.gov. This creates a specific channel for interpretive questions and helps standardize how offerors assess the representation.
Represent no sensitive technology exports
By submitting an offer, the offeror represents, to the best of its knowledge and belief, that it does not export sensitive technology to the Government of Iran or to entities or individuals owned or controlled by, or acting for or at the direction of, the Government of Iran, unless a waiver applies or the trade agreements exception removes the requirement.
Certify no sanctionable Iran activities
The offeror certifies that it, and any person owned or controlled by it, does not engage in activities for which sanctions may be imposed under section 5 of the Iran Sanctions Act. The covered activities include development of Iran's petroleum resources, production or provision of refined petroleum products, and conduct that contributes to Iran's ability to acquire or develop certain weapons or technologies.
Certify no covered IRGC transactions
The offeror certifies that it, and any person owned or controlled by it, does not knowingly engage in transactions above the FAR threshold with Iran's Revolutionary Guard Corps or its officials, agents, or affiliates whose property and interests in property are blocked under IEEPA. The provision points offerors to OFAC's SDN List for identification of blocked parties.
Trade agreements exception can remove the requirement
The representation and certifications in paragraphs (c)(1) through (c)(3) do not apply when the solicitation includes a trade agreements notice or certification and the offeror has certified that all offered products are designated country end products or designated country construction material. This exception narrows the provision's application in covered trade-agreement procurements.
Waivers may override the default rule
If a waiver has been granted under FAR 25.703-4, the otherwise applicable representation and certification requirements do not apply. Waivers are an exception mechanism and must be handled in accordance with the FAR waiver process.
Responsibilities
Offeror
Review the solicitation, determine whether the trade agreements exception or a waiver applies, and submit the required representation and certifications with its offer. The offeror must also assess its own activities and those of persons it owns or controls, and direct questions about sensitive technology to the Department of State email address provided.
Contracting Officer
Include the provision when prescribed, evaluate whether the trade agreements exception or a waiver removes the need for the representation and certifications, and rely on the offeror's submitted representation/certifications as part of the pre-award compliance record.
Department of State
Receive and respond to offeror questions concerning whether technology is "sensitive technology" through the designated email address, helping clarify the scope of the representation.
Agency/Procurement System
Ensure the solicitation includes the correct provision and any applicable trade agreements notice or certification, and support accurate collection and retention of the offeror's representations and certifications.
Practical Implications
Offerors should treat this as a real compliance check, not a boilerplate formality, because the certification reaches the offeror and persons it owns or controls and covers sanctions-sensitive Iran activities.
A common pitfall is overlooking affiliates, subsidiaries, or other controlled persons; the certification is not limited to the prime offeror's direct conduct.
Another frequent issue is misidentifying whether technology is "sensitive technology"; when in doubt, the provision directs questions to State rather than leaving the determination entirely to the offeror's internal judgment.
Contracting officers should confirm whether a trade agreements notice/certification is present and whether the offeror has properly certified designated country end products or construction material before concluding the Iran representation/certification is inapplicable.
Because the provision references OFAC blocked persons and the SDN List, contractors should coordinate export/sanctions screening with legal, compliance, and supply chain teams before submitting the offer.
Official Regulatory Text
As prescribed at 25.1103 (e) , insert the following provision: Prohibition on Contracting With Entities Engaging in Certain Activities or Transactions Relating to Iran—Representation and Certifications (Jun 2020) (a) Definitions . As used in this provision- Person — (1) Means– (i) A natural person; (ii) A corporation, business association, partnership, society, trust, financial institution, insurer, underwriter, guarantor, and any other business organization, any other nongovernmental entity, organization, or group, and any governmental entity operating as a business enterprise; and (iii) Any successor to any entity described in paragraph (1)(ii) of this definition; and (2) Does not include a government or governmental entity that is not operating as a business enterprise. Sensitive technology - (1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically- (i) To restrict the free flow of unbiased information in Iran; or (ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and (2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic Powers Act ( 50 U.S.C. 1702 (b)(3)). (b) The offeror shall e-mail questions concerning sensitive technology to the Department of State at CISADA106@state.gov . (c) Except as provided in paragraph (d) of this provision or if a waiver has been granted in accordance with Federal Acquisition Regulation (FAR) 25.703-4 , by submission of its offer, the offeror— (1) Represents, to the best of its knowledge and belief, that the offeror does not export any sensitive technology to the government of Iran or any entities or individuals owned or controlled by, or acting on behalf or at the direction of, the government of Iran; (2) Certifies that the offeror, or any person owned or controlled by the offeror, does not engage in any activities for which sanctions may be imposed under section 5 of the Iran Sanctions Act. These sanctioned activities are in the areas of development of the petroleum resources of Iran, production of refined petroleum products in Iran, sale and provision of refined petroleum products to Iran, and contributing to Iran's ability to acquire or develop certain weapons or technologies; and (3) Certifies that the offeror, and any person owned or controlled by the offeror, does not knowingly engage in any transaction that exceeds the threshold at FAR 25.703-2 (a)(2) with Iran's Revolutionary Guard Corps or any of its officials, agents, or affiliates, the property and interests in property of which are blocked pursuant to the International Emergency Economic Powers Act ( 50 U.S.C. 1701 et seq.) (see OFAC's Specially Designated Nationals and Blocked Persons List at h ttps://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.asp x ). (d) Exception for trade agreements . The representation requirement of paragraph (c)(1) and the certification requirements of paragraphs (c)(2) and (c)(3) of this provision do not apply if- (1) This solicitation includes a trade agreements notice or certification ( e.g. , 52.225-4 , 52.225-6 , 52.225-12 , 52.225-24 , or comparable agency provision); and (2) The offeror has certified that all the offered products to be supplied are designated country end products or designated country construction material. (End of provision)