FAR 52.227-23—Rights to Proposal Data (Technical).
Plain-English Summary
FAR 52.227-23, Rights to Proposal Data (Technical), is a special data-rights clause used when the Government wants unlimited rights in technical data contained in a contractor’s proposal that becomes the basis for award. The clause addresses four main topics: the Government’s acquisition of unlimited rights, the specific technical data covered, the ability to exclude certain pages from those rights, and the fact that proposal markings or notices do not override the clause’s effect. In practice, this clause is a pre-award and award-stage protection tool that lets the Government use, disclose, reproduce, and otherwise exercise unrestricted rights in the identified technical data under the contract’s Rights in Data-General clause. It matters because proposal materials often contain design concepts, technical approaches, drawings, specifications, or other data that the Government may need to retain and use after award without later disputes over proprietary restrictions. The clause also creates a clear record of what proposal data is covered by requiring the proposal date and any excluded pages to be identified. For contractors, it is a warning that technical content in the winning proposal may become Government-owned for rights purposes even if the proposal carries restrictive legends or notices.
Key Rules
Unlimited rights attach to technical data
The Government receives unlimited rights in the technical data contained in the proposal that forms the basis of award. Those rights are defined by the contract’s Rights in Data-General clause and generally allow the Government broad use, disclosure, reproduction, and distribution rights.
Only identified proposal data is covered
The clause applies to the technical data in the specific proposal dated in the clause. This ties the rights grant to a particular proposal submission, rather than to all proposal materials a contractor may have provided over time.
Pages may be excluded
The clause allows certain pages to be excepted from the unlimited-rights grant by listing the page numbers in the blank. Any pages not listed as excluded are covered by the Government’s unlimited rights if they contain technical data in the proposal.
Proposal markings do not control
The clause states that the Government’s rights apply notwithstanding any notice appearing on the proposal data. This means restrictive legends, proprietary notices, or similar markings do not defeat the rights granted by the clause.
Condition of award
The rights grant is a condition of award of the contract. In practical terms, acceptance of the award means acceptance of the Government’s unlimited rights in the covered technical data, subject only to any pages specifically excluded.
Technical data only
The clause is limited to technical data, not all proposal content. Administrative, pricing, or other non-technical proposal information is not the focus of this clause unless it is part of the technical data covered by the proposal and the contract’s data-rights framework.
Responsibilities
Contracting Officer
Insert the clause when prescribed by FAR 27.409(l), identify the proposal date, and list any pages to be excluded from the unlimited-rights grant. The contracting officer should ensure the contract file clearly reflects what technical data is covered and that the clause is used consistently with the applicable data-rights provisions.
Contractor
Understand that technical data in the proposal may be subject to unlimited Government rights if the proposal is the basis for award. The contractor should review proposal markings, identify any pages it wants excluded, and ensure those exclusions are properly reflected before award if it intends to preserve restrictions.
Agency
Use the clause to secure the Government’s needed rights in proposal technical data and avoid later restrictions on use of the selected technical approach. The agency should coordinate acquisition, legal, and technical personnel so the proposal data rights are documented and enforceable.
Proposal Authors/Technical Team
Prepare proposal technical data with awareness that selected content may become subject to unlimited rights. They should work with contracts and legal staff to segregate sensitive proprietary material and determine whether any pages should be excluded from the clause’s coverage.
Practical Implications
This clause can turn winning proposal technical content into data the Government may use broadly, so contractors should treat proposal preparation as a data-rights issue, not just a competition issue.
The blank for excluded pages is important: if a contractor wants to preserve restrictions on certain technical pages, those pages must be specifically identified; otherwise they are likely covered.
Restrictive legends alone are not enough to protect technical data if the clause applies, so contractors should not rely on markings to override the contract language.
Contracting officers should make sure the proposal date and excluded pages are accurate, because ambiguity can lead to disputes over what data the Government may use.
A common pitfall is mixing proprietary material into the technical proposal without planning for rights consequences; contractors should separate truly sensitive data before submission whenever possible.
Official Regulatory Text
As prescribed in 27.409 (l) , insert the following clause: Rights to Proposal Data (Technical) (June 1987) Except for data contained on pages _____ , it is agreed that as a condition of award of this contract, and notwithstanding the conditions of any notice appearing thereon, the Government shall have unlimited rights (as defined in the "Rights in Data-General" clause contained in this contract) in and to the technical data contained in the proposal dated ____________ , upon which this contract is based. (End of clause)