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The Revolutionary FAR Overhaul has published a revised version of this clause. The RFO version supersedes the eCFR text below for contracts using the RFO model; see the RFO deviation for applicability.
52.232-39 Unenforceability of Unauthorized Obligations.
As prescribed in 32.706-3, insert the following clause:
Unenforceability of Unauthorized Obligations (JUN 2013)
(a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:
(1) Any such clause is unenforceable against the Government.
(2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (
e.g.,
"click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.
(3) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.
(b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.
(End of clause)
[78 FR 37689, June 21, 2013]
32.706-3
The contracting officer shall insert the clause at 52.232-39, Unenforceability of Unauthorized Obligations in all solicitations and contracts.
Prescription data sourced from eCFR as of 2026-06-10 03:16 UTC.
Cross-references within the prescription are not resolved automatically.
Regulatory Stack
The layers of regulation that govern this clause, from the FAR prescription through agency-specific supplements and any active deviations.
RFORFO VersionOverhauled clause text
The Revolutionary FAR Overhaul publishes a revised version of this clause. See the RFO Version tab for the controlling authority under the RFO model.
Version history is sourced from the codified eCFR. Changes published only as class deviations or by the Revolutionary FAR Overhaul do not appear here until they are incorporated into the eCFR. For RFO-driven changes see the RFO Version tab and any active deviations cited above.
No version history available from eCFR.
RFO Version
Comparison of the codified eCFR text against the Revolutionary FAR Overhaul revision. Highlights show additions (green) and deletions (red, struck through).
Clause Text
Minor revisions. The RFO version has formatting or editorial changes from the eCFR text.
eCFR (codified)
RFO (implemented)
Unchanged
52.232-39 Unenforceability of Unauthorized Obligations.
eCFR (codified)
RFO (implemented)
As prescribed in 32.706-3, insert the following clause:
As prescribed in 32.706-3 , insert the following clause:
Unenforceability of Unauthorized Obligations (JUN 2013)
Unenforceability of Unauthorized Obligations (Jun 2013)
(a)
(a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:
(a)
(a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation ( 31 U.S.C. 1341 ), the following shall govern:
(1)
(1) Any such clause is unenforceable against the Government.
(1)
(1) Any such clause is unenforceable against the Government.
(2)
(2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (
e.g.,
"click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.
(2)
(2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.
(3)
(3) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.
(3)
(3) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.
(b)
(b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.
(b)
(b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.
(End of clause)
(End of clause)
6 removed
[78 FR 37689, June 21, 2013]
Prescription
Substantive changes. The RFO prescription differs materially from the eCFR prescription.
eCFR (codified)
RFO (implemented)
Unchanged
52.232-39 Unenforceability of Unauthorized Obligations.: Prescription
eCFR (codified)
RFO (implemented)
4 removed
The contracting officer shall insert the clause at 52.232-39, Unenforceability of Unauthorized Obligations in all solicitations and contracts.
Insert the clause at 52.232-39, Unenforceability of Unauthorized Obligations in all solicitations and contracts.