FAR 52.227—[Reserved]

Authorization and Consent.

FAR 52.227-1, Authorization and Consent, tells contractors when the Government is giving permission for patent use and manufacture in performing the contract, and how patent infringement liability is handled when that permission applies. The clause covers use and manufacture of patented inventions in the performance of the prime contract and any subcontract at any tier, including inventions embodied in accepted deliverables and inventions necessarily used because the contractor must follow contract specifications or written directions from the Contracting Officer. It also addresses the relationship between this authorization and any indemnity clause in the contract, stating that the Government’s liability for patent infringement is limited by any applicable indemnity clause and otherwise rests on the authorization and consent granted by the clause. The subcontracting paragraph requires contractors to flow the substance of the clause, including the subcontracting requirement itself, into subcontracts expected to exceed the simplified acquisition threshold, while also making clear that failure to include the clause in a subcontract does not eliminate the Government’s authorization and consent. The alternates modify the basic clause for special situations: Alternate I provides a broader, simpler authorization for all use and manufacture in performance of the contract or any subcontract, and Alternate II applies to certain communications services and facilities contracts where rates, charges, and tariffs are not established by a government regulatory body. In practice, this clause is important because it reduces the risk that contractors or subcontractors will face patent infringement exposure for complying with Government requirements, while also preserving the Government’s ability to control how that protection is extended through contract structure and subcontract flowdown.

Notice and Assistance Regarding Patent and Copyright Infringement.

FAR 52.227-2, Notice and Assistance Regarding Patent and Copyright Infringement, tells contractors what to do when they learn of a patent or copyright infringement issue connected to contract performance, and what support they must provide if the Government is sued or otherwise faces a claim. It covers three main subjects: prompt reporting of infringement notices or claims to the Contracting Officer, furnishing evidence and information to the Government when a claim or suit is brought against the Government, and flowing the clause down to certain subcontracts. The clause exists to help the Government identify infringement risks early, preserve relevant facts and documents, and defend or resolve claims efficiently. In practice, it creates an affirmative notice obligation for the contractor, a cooperation obligation if litigation or a claim arises, and a subcontract administration requirement to ensure lower-tier contractors are bound by the same basic duties. It also addresses who bears the cost of providing information, generally placing that cost on the Government unless the contractor has agreed to indemnify the Government. For contractors, this clause is a compliance and recordkeeping requirement; for contracting officers, it is a tool for managing intellectual property risk and ensuring the Government can respond quickly to infringement allegations.

Patent Indemnity.

FAR 52.227-3, Patent Indemnity, is the clause that shifts certain patent-infringement risk to the contractor when the Government acquires supplies, services, or construction work. It requires the contractor to indemnify the Government, its officers, agents, and employees against liability and costs for infringement of any U.S. patent arising from manufacture or delivery of supplies, performance of services, or construction, alteration, modification, or repair of real property, as well as from the Government’s use or disposal of those supplies or construction work. The clause also explains important limits on that indemnity: it does not apply to patents withheld from issue under a secrecy order, it depends on prompt notice and an opportunity for the contractor to help defend the claim, and it does not cover infringement caused by Government-directed changes, post-delivery changes, or unreasonable settlements made without the contractor’s consent. The clause includes two tailoring alternates that let the contracting officer exclude specific items from indemnity or affirmatively include specific items. A third alternate, added in 2020, narrows the clause’s application for certain communication service subcontracts at any tier, limiting coverage to individual communication service authorizations over the simplified acquisition threshold and only for certain types of services or facilities. In practice, this clause matters because it allocates patent risk, affects pricing and subcontract flowdown decisions, and can determine whether the Government can recover defense and settlement costs when a patent claim arises.

Patent Indemnity-Construction Contracts.

FAR 52.227-4 is the patent indemnity clause used in construction contracts. It tells the contractor when it must protect the Government from liability for patent infringement, including the Government’s officers, agents, and employees, and it covers infringement claims arising from performing the contract as well as from the Government’s use or disposal of the supplies furnished or work performed. The clause also carves out an important exception for patents issued on applications that are withheld from issue under a secrecy order under 35 U.S.C. 181. In addition, the clause includes an alternate version that allows the contracting officer to exclude specific items from the contractor’s patent indemnity obligation. In practice, this clause allocates patent risk to the contractor for covered infringement claims, but it also requires careful attention to the scope of the work, the items being furnished, and any listed exclusions. It matters because patent claims can create significant liability, and the clause determines who bears that risk and when the Government may be protected by contractor indemnification.

Waiver of Indemnity.

FAR 52.227-5, Waiver of Indemnity, is a patent-related contract clause used when the Government wants to authorize and consent to the contractor’s use and manufacture of specific patented inventions solely for performance of the contract, while also waiving any contractual indemnification requirement tied to those patents. The clause is prescribed by FAR 27.201-2(e), so it is not a general-purpose clause; it is inserted only when the contracting officer determines it is appropriate for the identified patents. This section addresses the scope of the Government’s authorization and consent, the limitation that the permission applies only to performance of the contract, the requirement to identify the covered patents by number or other suitable means, and the Government’s express waiver of indemnity by the contractor for those patents. In practice, the clause protects the contractor from having to indemnify the Government for patent use that the Government has specifically authorized and consented to, but only for the patents listed and only within the contract’s performance. It is important because it allocates patent risk, clarifies the Government’s position on infringement-related authorization, and can affect pricing, risk management, and negotiations when patented technology is involved. Contractors and contracting officers should treat the clause as a targeted legal risk-allocation tool, not as a blanket patent license or a broad waiver for all intellectual property issues.

Royalty Information.

FAR 52.227-6, Royalty Information, is a solicitation provision that requires offerors to disclose royalty and license-fee costs when those costs exceed a specified threshold, so the Government can evaluate whether the proposed price includes reasonable, identifiable royalty charges. The provision covers the required disclosure items for each royalty or license fee, including the licensor’s name and address, the license date, the patent or other legal basis for the royalty, a description of the affected contract item or component, the royalty rate, unit price, quantity, and total royalty amount. It also allows the Contracting Officer to request a copy of the current license agreement and identification of applicable patent claims before contract execution. The alternate version changes the opening scope of the disclosure requirement for solicitations involving special construction or special assembly that include royalty costs. In practice, this provision helps the Government understand what portion of an offer price is driven by intellectual property rights, supports price analysis, and reduces the risk of paying unsupported or duplicative royalty charges.

Patents-Notice of Government Licensee.

FAR 52.227-7, Patents—Notice of Government Licensee, is a solicitation provision used when the Government already has a license agreement with a patent owner that requires payment of a royalty for the contemplated acquisition. The provision tells offerors that the Government will incur a royalty cost tied to a specific patent, identifies the patent number and royalty rate to be inserted by the contracting officer, and asks the offeror to state whether it is the patent owner or a licensee under that patent. Its main purpose is to support fair price evaluation by making sure offers are compared on an equal basis when a royalty cost will be part of the Government’s acquisition cost. In practice, this clause alerts the market that a patent-related cost exists, gives the offeror a chance to identify itself as the party entitled to the royalty or otherwise affected by it, and allows the Government to add the royalty amount to an offer that does not show such status. It is a pricing/evaluation tool, not a general patent rights clause, and it matters because failure to complete the form correctly can affect evaluated price and award outcome.

[Reserved]

Refund of Royalties.

FAR 52.227-9, Refund of Royalties, addresses how the Government treats royalty-related costs that are included in the contract price and later turn out to be lower than expected, not payable, or otherwise not properly chargeable. It covers the definition of “royalties” for this clause, the contractor’s duty to report royalties paid or owed before final payment, the Government’s right to pay only those royalties that were included in the price and are properly allocable and chargeable, the requirement to reduce the contract price or refund/credit the Government when royalties are not actually paid or are disallowed, the contractor’s post-final-payment duty to notify the Government if it is later relieved from paying those royalties within three years, and the flowdown requirement to certain subcontracts. In practice, the clause protects the Government from paying for royalty costs that were estimated into the price but never incurred, or that should not have been charged to the contract. It also creates a continuing post-closeout obligation for the contractor to monitor royalty relief and return money if the basis for the price changes. For contractors, the clause requires careful tracking of patent and license-related charges, timely disclosure, and subcontract management; for contracting officers, it provides a mechanism to verify, adjust, and recover amounts tied to royalties.

Filing of Patent Applications-Classified Subject Matter.

FAR 52.227-10 addresses how contractors must handle patent applications that disclose classified subject matter, including subject matter classified Secret, Confidential, or otherwise protected for security reasons. It explains when a contractor must submit a proposed U.S. patent application to the Contracting Officer, when the Government may impose secrecy or delay under the patent secrecy statutes (35 U.S.C. 181-188) or related regulations, and how the 30-day review period works for Secret-or-higher material. It also covers the special rule for Confidential material, the prohibition on filing foreign patent applications without written approval when the contract subject matter is classified, and the contractor’s duty to follow security rules when transmitting applications. In addition, the clause requires the contractor to notify the Contracting Officer of filing details such as serial number, filing date, and country, and to identify the contract(s) by agency and number when sending the application to the U.S. Patent Office. Finally, it requires flowdown of the clause to subcontracts that cover or are likely to cover classified subject matter. In practice, this clause is meant to protect national security while preserving the contractor’s right to seek patent protection, and it creates a controlled process for coordinating patent filings with security review.

Patent Rights-Ownership by the Contractor.

FAR 52.227-11, Patent Rights—Ownership by the Contractor, is the standard Bayh-Dole patent rights clause used in many federal contracts when the contractor is allowed to keep title to inventions made under the contract. It defines key terms such as invention, made, nonprofit organization, practical application, and subject invention, then sets out the contractor’s ownership rights, the Government’s license rights, and the contractor’s disclosure, election, and patent-filing obligations. The clause also explains when the Government can require assignment of title, how the contractor’s license can be transferred or modified, and how foreign patent filings and secrecy orders affect timing. In practice, this clause is the core framework for managing intellectual property created with federal funding: it protects contractor ownership while ensuring the Government receives timely disclosure, a license, and the ability to secure title if the contractor does not comply. It matters to both contractors and contracting officers because missed deadlines, incomplete disclosures, or failure to file can cause loss of rights, title transfer to the agency, or limits on foreign patent protection.

[Reserved]

Patent Rights-Ownership by the Government.

FAR 52.227-13, Patent Rights—Ownership by the Government, is the clause used when the Government, rather than the contractor, is intended to own title to subject inventions made under the contract. It defines the key terms that control the clause—"invention," "made," "practical application," and "subject invention"—and then sets out the ownership rule, the process for requesting greater rights, and the Government’s minimum rights when the contractor is allowed to retain title. It also addresses the contractor’s reporting and disclosure obligations, the Government’s worldwide paid-up license, march-in rights under 35 U.S.C. 203 and 210(c), confidentiality of utilization reports, restrictions on royalties charged to the Government, and the contractor’s duty to flow these Government rights through to licensees and transferees. The clause further grants the contractor a limited license back in Government-owned patent applications and resulting patents, subject to revocation and transfer restrictions. In practice, this clause is significant because it determines who owns the invention, who can exploit it commercially, what disclosures and reports must be made, and how the Government protects its ability to use the technology and prevent unreasonable withholding from the public.

Rights in Data-General.

FAR 52.227-14, Rights in Data—General, is the government’s core clause for allocating ownership-like rights in data and software developed, delivered, or used under a federal contract. This section defines the key terms that control the clause, including computer database, computer software, computer software documentation, data, technical data, form, fit, and function data, limited rights data, restricted computer software, restricted rights, and unlimited rights. It then explains how rights are allocated between the Government and the contractor for data first produced in performance, form/fit/function data, manuals and training materials, and other delivered data, as well as the contractor’s retained rights to use, publish, copyright, and protect certain data and software. The clause also addresses copyright assertions, including when prior written approval is required, and it sets out the Government’s and contractor’s notice and marking obligations for limited rights, restricted rights, and copyright notices. In practice, this clause determines whether the Government can freely use and share deliverables, whether the contractor can protect proprietary information or software, and what markings, approvals, and disclosures are required during performance and delivery. It is especially important in contracts involving technical data, software development, manuals, engineering drawings, databases, and other deliverables that may contain trade secrets, confidential information, or copyrighted material.

Representation of Limited Rights Data and Restricted Computer Software.

FAR 52.227-15 is a solicitation provision used when the Government wants offerors to tell it whether the data they propose to provide includes limited rights data or restricted computer software. It works together with FAR 52.227-14, Rights in Data-General, and points to related tools such as Alternate II and/or III for obtaining delivery of protected data, Alternate V for Government inspection at the contractor’s facility, and FAR 52.227-16 for additional data requirements if that clause is included in the contract. The provision does not itself assign data rights; instead, it asks the offeror to make a representation based on its review of the proposed delivery requirements and to identify any data it believes falls into those protected categories. In practice, this helps the Government understand whether the offeror plans to withhold certain technical data or software from delivery and whether the solicitation may need special data-rights handling. It is important because it supports acquisition planning, helps avoid surprises in contract performance, and gives the contracting officer an early indicator of potential limited-rights or restricted-rights issues. The provision also makes clear that the offeror’s identification is only a representation for proposal purposes and is not conclusive of the actual rights status of the data if a contract is awarded.

Additional Data Requirements.

FAR 52.227-16, Additional Data Requirements, gives the Government a post-award mechanism to obtain data that were not originally listed as deliverables but were first produced or specifically used in performing the contract. The clause works together with the applicable data rights clause, usually FAR 52.227-14, Rights in Data—General, or an equivalent clause, to define what data may be ordered, what rights attach to that data, and what data the contractor may lawfully withhold. It also addresses the timing of the Government’s ordering authority, which extends during performance and for up to three years after final acceptance of all contract items. The clause further covers contractor compensation for converting data into the required format, reproducing it, and delivering it, as well as the contracting officer’s authority to release the contractor from the clause for specifically identified data items. In practice, this clause protects the Government’s ability to obtain needed technical or other data after award while preserving the contractor’s rights and limiting the Government to data that fall within the contract’s data-rights framework.

Rights in Data-Special Works.

FAR 52.227-17, Rights in Data—Special Works, governs ownership, copyright, use, and disclosure rights in data that are first produced under a contract, as well as data delivered under the contract and certain incorporated third-party data. It defines key terms such as “data” and “unlimited rights,” then allocates the Government’s rights and the contractor’s limited copyright rights in special works. The clause also addresses when the contractor may assert copyright, when the contracting officer may require assignment of copyright to the Government, and how the contractor must handle preexisting copyrighted material incorporated into deliverables. In addition, it imposes release and use restrictions on data first produced under the contract unless the contracting officer gives written permission, and it includes an indemnity provision for claims involving trade secrets, copyright, privacy/publicity rights, libel, or other unlawful matter. In practice, this clause is important because it determines whether the Government can freely use and share the work product, whether the contractor can publish or register copyright, and how both parties manage legal risk when the deliverable includes protected or third-party content.

Rights in Data-Existing Works.

FAR 52.227-18, Rights in Data-Existing Works, sets the Government’s license rights and the contractor’s indemnity obligations for existing works or other material made subject to the clause under a contract. It addresses the Government’s paid-up, nonexclusive, irrevocable, worldwide right to reproduce, prepare derivative works, and publicly perform and display the covered material, which is important when the Government needs to use, share, or adapt deliverables without paying additional royalties. The clause also requires the contractor to protect the Government against certain third-party claims involving trade secrets, copyrights, privacy or publicity rights, and libel or other unlawful matter arising from the creation, delivery, publication, or use of the data. It further limits that indemnity by requiring prompt notice, an opportunity for the contractor to participate in the defense, and contractor consent to settlement except where a court order controls. In practice, this clause is about balancing Government use rights in existing works with risk allocation for intellectual property and content-related claims, so both contracting officers and contractors need to understand exactly what data or material is covered and what liabilities may follow from its use.

Commercial Computer Software License.

FAR 52.227-19, Commercial Computer Software License, sets the Government’s rights when a contractor delivers commercial computer software under a federal contract and the contractor’s standard commercial license would otherwise impose different terms. The clause addresses the relationship between the contractor’s license or lease agreement and the contract, the Government’s permitted uses of the software, limits on reproduction and disclosure, rights to use the software on the acquired computer, a backup computer, a replacement computer, or at a Government installation to which the computer is transferred, rights to reproduce for archives or backup, rights to modify/adapt/combine software while preserving restrictions on derivative portions, rights to disclose to support service contractors and their subcontractors, and the treatment of software that is otherwise available without disclosure restrictions. It also requires the contractor to place a notice on delivered software identifying the Government contract and the Government’s rights. In practice, the clause prevents a vendor’s shrink-wrap, click-wrap, or standard commercial terms from overriding the Government’s negotiated rights where the clause applies, while still preserving the commercial software’s restricted-use character. It is important because it defines how agencies may lawfully install, move, back up, maintain, and support commercial software without inadvertently violating license terms. For contractors, it is a reminder that delivery under a federal contract may require conforming license language and labeling, not just standard commercial packaging.

Rights in Data-SBIR Program.

FAR 52.227-20, Rights in Data—SBIR Program, governs how data rights are allocated when a small business performs a Small Business Innovation Research (SBIR) contract. This clause defines the key terms used to determine ownership and use rights, including computer database, computer software, computer software documentation, data, technical data, form/fit/function data, limited rights data, restricted computer software, SBIR data, SBIR rights, and unlimited rights. It then explains the Government’s default rights in delivered data, the contractor’s ability to assert copyright in data first produced under the contract, the special SBIR protection period for SBIR data, the procedures for marking and correcting notices, and the contractor’s ability to withhold limited rights data or restricted computer software from delivery. In practice, the clause is designed to encourage small business innovation by protecting sensitive technical information while still giving the Government the rights it needs to use, maintain, and support the delivered work. It matters because SBIR contractors often generate proprietary technical data and software, and failure to mark, identify, or deliver data correctly can result in loss of protection or unintended Government rights.

Technical Data Declaration, Revision, and Withholding of Payment-Major Systems.

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.

Major System-Minimum Rights.

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.

Rights to Proposal Data (Technical).

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.