FAR 52.233-3—Protest after Award.
Plain-English Summary
FAR 52.233-3, Protest After Award, tells contracting officers and contractors what happens when a protest is filed after contract award and the Government decides to stop work while the protest is resolved. It covers the contracting officer’s authority to issue a written stop-work order, the contractor’s duty to immediately comply and minimize costs, the Government’s options after the protest decision, and the contractor’s right to seek an equitable adjustment if the stoppage affects cost or schedule. It also explains how costs are handled if the stopped work is later terminated for convenience or for default, and it preserves the Government’s separate termination rights even while a protest-related stop-work order is in place. Finally, the clause addresses recovery of protest costs from a contractor when a protest is sustained because of the contractor’s intentional or negligent misstatement, misrepresentation, or miscertification, including the Government’s right to collect by offset under debt collection rules. In practice, this clause is a risk-allocation tool: it lets the Government pause performance to protect the procurement process while giving contractors a path to recover reasonable impacts caused by the stoppage, subject to strict timing and documentation requirements.
Key Rules
Stop-work authority after protest
After receiving a notice of protest or determining a protest is likely, the contracting officer may direct the contractor in writing to stop performance. The order must be clearly identified as a stop-work order issued under this clause.
Immediate contractor compliance
The contractor must immediately comply with the stop-work order and take all reasonable steps to minimize costs allocable to the stopped work during the suspension period. Failure to do so can increase the contractor’s unrecoverable costs and complicate later settlement.
Post-protest government decision
When the protest is finally decided, the contracting officer must either cancel the stop-work order or terminate the affected work under the contract’s default or convenience termination clause, depending on the circumstances.
Equitable adjustment rights
If the stop-work order is canceled and the stoppage increased the time required or the contractor’s properly allocable costs, the contractor is entitled to an equitable adjustment, but only if it asserts the right within 30 days after the stoppage ends unless the contracting officer accepts a later proposal before final payment.
Termination cost treatment
If the stopped work is later terminated for convenience, reasonable costs resulting from the stop-work order are included in the termination settlement. If the work is terminated for default, reasonable stop-work-related costs are allowed by equitable adjustment or otherwise.
Government termination rights preserved
The clause does not limit the Government’s independent right to terminate the contract at any time. A protest-related stop-work order is not a waiver of other termination remedies.
Recovery for contractor-caused protest costs
If a protest is sustained because of the contractor’s intentional or negligent misstatement, misrepresentation, or miscertification, the Government may require reimbursement of protest costs it paid and may collect the debt by offset against amounts due under any Government contract, subject to debt collection requirements.
Alternate I for certain contracts
Alternate I changes the adjustment language for cost-reimbursement and similar contracts, allowing adjustment of schedule, estimated cost, fee, and other affected terms rather than only delivery schedule or contract price.
Responsibilities
Contracting Officer
Determine whether a protest has been filed or is likely, issue a written stop-work order when appropriate, clearly identify the order under this clause, decide after the protest whether to cancel the order or terminate the work, and process any equitable adjustment or termination settlement. The contracting officer must also evaluate late adjustment requests when justified and may pursue reimbursement of protest costs when the contractor’s misconduct caused the sustained protest.
Contractor
Immediately stop the affected work upon receipt of the order, take reasonable steps to minimize allocable costs, resume work when the stop-work order is canceled, timely assert any right to an equitable adjustment within 30 days after work stoppage ends, and support any claimed cost or schedule impact with documentation. If the contractor’s misstatement, misrepresentation, or miscertification caused a sustained protest, the contractor may have to reimburse the Government.
Government
Use the stop-work mechanism to protect the procurement process during a protest, decide whether the affected work should be resumed or terminated after the protest outcome, pay or allow reasonable costs as required by the clause, and follow debt collection procedures if seeking reimbursement of protest costs from the contractor.
Protest forum / protest process
Resolve the protest so the contracting officer can determine whether to cancel the stop-work order or proceed with termination. Although not a contracting party, the protest outcome drives the contract administration actions under this clause.
Practical Implications
This clause can create immediate schedule disruption, so contractors should have a stop-work response plan, including internal notice procedures, cost tracking, and subcontractor communication protocols.
The 30-day deadline for asserting an equitable adjustment is a common trap; contractors should calendar it immediately and submit at least a protective claim if the full impact is not yet known.
Contractors should document all standby, demobilization, remobilization, and inefficiency costs tied to the stoppage, because only reasonable and properly allocable costs are recoverable.
Contracting officers should make the stop-work order explicit and separate from other directions, because ambiguity can create disputes over whether the clause was properly invoked and when costs began to accrue.
If the protest stems from inaccurate contractor certifications or statements, the reimbursement and offset provisions can create significant financial exposure beyond the protest itself, so compliance and proposal integrity matter.
Official Regulatory Text
As prescribed in 33.106 (b) , insert the following clause: Protest after Award (Aug 1996) (a) Upon receipt of a notice of protest (as defined in FAR 33.101 ) or a determination that a protest is likely (see FAR 33.102 (d)), the Contracting Officer may, by written order to the Contractor, direct the Contractor to stop performance of the work called for by this contract. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stop-page. Upon receipt of the final decision in the protest, the Contracting Officer shall either- (1) Cancel the stop-work order; or (2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract. (b) If a stop-work order issued under this clause is canceled either before or after a final decision in the protest, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if- (1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to an adjustment within 30 days after the end of the period of work stoppage; provided , that if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon a proposal at any time before final payment under this contract. (c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. (d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order. (e) The Government’s rights to terminate this contract at any time are not affected by action taken under this clause. (f) If, as the result of the Contractor’s intentional or negligent misstatement, misrepresentation, or miscertification, a protest related to this contract is sustained, and the Government pays costs, as provided in FAR 33.102 (b)(2) or 33.104 (h)(1), the Government may require the Contractor to reimburse the Government the amount of such costs. In addition to any other remedy available, and pursuant to the requirements of subpart 32.6 , the Government may collect this debt by offsetting the amount against any payment due the Contractor under any contract between the Contractor and the Government. (End of clause) Alternate I (June1985). As prescribed in 33.106 (b), substitute in paragraph (a)(2) the words "the Termination clause of this contract" for the words "the Default, or the Termination for Convenience of the Government clause of this contract." In paragraph (b) substitute the words "an equitable adjustment in the delivery schedule, the estimated cost, the fee, or a combination thereof, and in any other terms of the contract that may be affected" for the words "an equitable adjustment in the delivery schedule or contract price, or both."