FAR 52.227-21—Technical Data Declaration, Revision, and Withholding of Payment-Major Systems.
Plain-English Summary
FAR 52.227-21 establishes a special technical data declaration, revision, and payment-withholding regime for contracts involving a major system. It covers four main topics: the scope of the declaration requirement, the required declaration that technical data are complete, accurate, and contract-compliant, the Government’s right to direct corrections of deficient data, the contractor’s duty to revise technical data to reflect engineering design changes affecting form, fit, and function, and the Government’s authority to withhold payment as a reserve for noncompliance. The clause applies to technical data that relate to a major system and are delivered under the contract, or delivered within three years after acceptance of all non-technical-data items, unless the contract sets a different period. In practice, this clause is meant to protect the Government’s ability to obtain usable, accurate, and current technical data for major systems, while giving the contracting officer leverage to enforce delivery and correction obligations. It also preserves the contractor’s ability to seek an equitable adjustment for revision work and makes clear that withholding or later payment of the reserve does not waive Government rights.
Key Rules
Scope limited to major systems
The clause applies only to technical data relating to a major system and to data delivered under the contract or within three years after acceptance of all non-technical-data items, unless the contract specifies a different period. The contracting officer may also release the contractor from all or part of the clause for specifically identified technical data items at any time during the covered period.
Declaration required on delivery
Every item of technical data subject to the clause must be accompanied by the prescribed declaration stating that, to the best of the contractor’s knowledge and belief, the data are complete, accurate, and comply with contract requirements. This is a delivery condition, not a later administrative formality.
Government may require corrections
If delivered technical data do not comply with contract requirements, the Government may direct the contractor to correct the deficiencies at the contractor’s expense during the covered period. Unauthorized markings are not treated as a deficiency under this clause; they are handled under the Rights in Data-General clause.
Revision for design changes
At the contracting officer’s request, the contractor must revise subject technical data to reflect engineering design changes made during performance that affect the form, fit, or function of delivered items other than technical data. The contractor may request an equitable adjustment for the cost or impact of making those revisions.
Payment may be withheld
Before final payment, the contracting officer may withhold up to $100,000 or 5 percent of the contract amount, whichever is less, if the contractor fails to timely deliver the data, provide the declaration, make required corrections, or make requested revisions. The reserve may be held until compliance is achieved or the contracting officer determines the failure was beyond the contractor’s control and without fault or negligence.
Withholding does not waive rights
Any reserve withheld, and any later release of that reserve, does not waive Government rights. The Government can still pursue remedies or enforce other contract rights even after payment is made.
Responsibilities
Contracting Officer
Identify when the clause applies, determine whether to release specific technical data items from the clause, direct corrections of deficient technical data, request revisions for engineering design changes affecting form, fit, and function, and withhold or release the payment reserve based on contractor compliance and the cause of any deficiency.
Contractor
Deliver the required technical data with the prescribed declaration, ensure the data are complete, accurate, and contract-compliant, correct deficiencies when directed, revise technical data when requested to reflect qualifying design changes, and manage any request for equitable adjustment associated with revision work.
Government
Use the clause to obtain reliable technical data for major systems, monitor compliance during the covered period, and preserve rights to enforce correction, revision, and payment withholding remedies without waiving those rights by withholding or later releasing funds.
Subcontractor, if applicable
Provide technical data through the prime contractor as needed so the prime can make the required declaration and comply with delivery, correction, and revision obligations for subcontract-related data when the contract structure requires it.
Practical Implications
Contractors should treat the declaration as a substantive certification of data quality, not a routine cover sheet, because inaccurate or incomplete technical data can trigger mandatory corrections at the contractor’s expense.
The three-year post-acceptance coverage period can create continuing obligations after delivery of the hardware or other non-data items, so contractors need internal controls for late technical data deliveries and change tracking.
Unauthorized markings are not fixed under this clause; they are handled under the separate Rights in Data-General clause, so contractors should not assume marking issues will be treated as ordinary technical-data deficiencies.
The payment reserve can create real cash-flow pressure, especially on large major-system contracts, because the contracting officer may withhold up to the stated cap until the contractor complies or shows the issue was beyond its control.
When engineering changes affect form, fit, or function, contractors should document the basis for any equitable adjustment request early, because the clause allows revision requests but does not automatically guarantee additional compensation.
Official Regulatory Text
As prescribed in 27.409 (j) , insert the following clause: Technical Data Declaration, Revision, and Withholding of Payment-Major Systems (May 2014) (a) Scope of declaration. The Contractor shall provide, in accordance with 41 U.S.C. 2302(e)(7) , the following declaration with respect to all technical data that relate to a major system and that are delivered or required to be delivered under this contract or that are delivered within 3 years after acceptance of all items (other than technical data) delivered under this contract unless a different period is set forth in the contract. The Contracting Officer may release the Contractor from all or part of the requirements of this clause for specifically identified technical data items at any time during the period covered by this clause. (b) Technical data declaration. (1) All technical data that are subject to this clause shall be accompanied by the following declaration upon delivery: Technical Data Declaration (Jan 1997) The Contractor, __________________ , hereby declares that, to the best of its knowledge and belief, the technical data delivered herewith under Government contract No. _______ (and subcontract _________________ , if appropriate) are complete, accurate, and comply with the requirements of the contract concerning such technical data. (End of declaration) (2) The Government may, at any time during the period covered by this clause, direct correction of any deficiencies that are not in compliance with contract requirements. The corrections shall be made at the expense of the Contractor. Unauthorized markings on data shall not be considered a deficiency for the purpose of this clause, but will be treated in accordance with paragraph (e) of the Rights in Data-General clause included in this contract. (c) Technical data revision. The Contractor also shall, at the request of the Contracting Officer, revise technical data that are subject to this clause to reflect engineering design changes made during the performance of this contract and affecting the form, fit, and function of any item (other than technical data) delivered under this contract. The Contractor may submit a request for an equitable adjustment to the terms and conditions of this contract for any revisions to technical data made pursuant to this paragraph. (d) Withholding of payment. (1) At any time before final payment under this contract the Contracting Officer may withhold payment as a reserve up to an amount not exceeding $100,000 or 5 percent of the amount of this contract, whichever is less, if the Contractor fails to- (i) Make timely delivery of the technical data; (ii) Provide the declaration required by paragraph (b)(1) of this clause; (iii) Make the corrections required by paragraph (b)(2) of this clause; or (iv) Make revisions requested under paragraph (c) of this clause. (2) The Contracting Officer may withhold the reserve until the Contractor has complied with the direction or requests of the Contracting Officer or determines that the deficiencies relating to delivered data, arose out of causes beyond the control of the Contractor and without the fault or negligence of the Contractor. (3) The withholding of any reserve under this clause, or the subsequent payment of the reserve, shall not be construed as a waiver of any Government rights. (End of clause)