FAR 52.227-22—Major System-Minimum Rights.
Plain-English Summary
FAR 52.227-22, Major System-Minimum Rights, is a specialized data-rights clause that gives the Government unlimited rights in certain technical data developed during performance of the contract. It applies only to technical data, not computer software, and only when the data relate to a major system or supplies for a major system that the Government is procuring or plans to procure. The clause is limited further by a key condition: the Government gets these unlimited rights only to the extent that delivery of the technical data is required as an element of contract performance. In practice, this clause is meant to ensure the Government can fully use, disclose, reproduce, and authorize others to use the required technical data for major systems without later restrictions. It also makes clear that these rights are additive, meaning they do not replace or reduce any other Government rights that may arise under the contract or other applicable provisions. For contractors, the clause is important because it can significantly affect proprietary data handling, deliverable planning, and pricing for major system efforts.
Key Rules
Unlimited rights in covered data
The Government receives unlimited rights in technical data developed in performance of the contract if the data relate to a major system or supplies for a major system. Unlimited rights generally allow the Government to use, disclose, reproduce, prepare derivative works from, distribute, and permit others to do the same.
Applies only to technical data
This clause expressly excludes computer software. It covers technical data only, so software deliverables and software-related rights must be addressed under other contract clauses and applicable FAR/DFARS provisions.
Must be developed in performance
The data must be developed during contract performance, not merely preexisting or independently developed outside the contract. The clause is aimed at data created as part of the contractor’s work on the major system effort.
Delivery must be required
The Government’s unlimited rights apply only to the extent delivery of the technical data is required as an element of performance under the contract. If the contract does not require delivery of particular data, this clause does not automatically create rights in that data.
Major system nexus required
The technical data must relate to a major system or supplies for a major system procured or to be procured by the Government. The clause is not a general-purpose data-rights clause for all contracts; it is tied to major system acquisitions.
Rights are cumulative
The clause states that the Government’s rights under it are in addition to, and not in lieu of, rights under other contract provisions. That means the Government may have overlapping rights under other clauses, statutes, or license terms.
Responsibilities
Contracting Officer
Include the clause when prescribed by FAR 27.409(k) and ensure the contract clearly identifies the technical data deliverables that trigger the Government’s rights. The contracting officer should also coordinate with technical and legal staff to confirm the clause is used only in appropriate major system acquisitions and that other data-rights clauses are consistent.
Contractor
Identify which technical data will be developed and delivered under the contract, and account for the Government’s unlimited rights in pricing, proposal strategy, and data-management plans. The contractor must avoid assuming proprietary restrictions will apply to required deliverables covered by the clause.
Agency/Program Office
Define the technical data needed to support the major system and ensure the contract’s deliverables reflect actual program requirements. The agency should also verify that the data rights obtained are sufficient for lifecycle support, competition, sustainment, and future procurement needs.
Legal/Policy Staff
Review whether the clause is properly prescribed and whether any other clauses, statutes, or special license terms affect the Government’s rights. They should help resolve conflicts between this clause and other intellectual property or data-rights provisions.
Practical Implications
Contractors should treat required technical data deliverables as Government-owned-for-use purposes, because the Government can use and share them without restriction once the clause applies.
A common pitfall is assuming the clause covers software or all technical information in the contract; it does not cover computer software and applies only to qualifying technical data.
Another frequent issue is failing to map deliverables carefully. If the contract requires delivery of a drawing, manual, specification, or other technical data item, the Government’s rights may be broader than the contractor expects.
For major system programs, this clause supports long-term sustainment and competition by giving the Government the data it needs to maintain, modify, and reprocure the system.
Contractors should coordinate early on markings, proprietary information, and pricing because the clause can reduce the value of restricting access to data that must be delivered under the contract.
Official Regulatory Text
As prescribed in 27.409 (k) , insert the following clause: Major System-Minimum Rights (June 1987) Notwithstanding any other provision of this contract, the Government shall have unlimited rights in any technical data, other than computer software, developed in the performance of this contract and relating to a major system or supplies for a major system procured or to be procured by the Government, to the extent that delivery of such technical data is required as an element of performance under this contract. The rights of the Government under this clause are in addition to and not in lieu of its rights under the other provisions of this contract. (End of clause)