RFO
RFO Version Available
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.
View RFO version52.237-3 Continuity of Services. As prescribed in 37.110(c), insert the following clause: Continuity of Services (JAN 1991) (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. (End of clause) [48 FR 42478, Sept. 19, 1983, as amended at 55 FR 52799, Dec. 21, 1990; 62 FR 40238, July 25, 1997]
37.110(c)
(c) The contracting officer may insert the clause at 52.237-3, Continuity of Services, in solicitations and contracts for services, when-
(1) The services under the contract are considered vital to the Government and must be continued without interruption and when, upon contract expiration, a successor, either the Government or another contractor, may continue them; and
(2) The Government anticipates difficulties during the transition from one contractor to another or to the Government. Examples of instances where use of the clause may be appropriate are services in remote locations or services requiring personnel with special security clearances.
(1) The services under the contract are considered vital to the Government and must be continued without interruption and when, upon contract expiration, a successor, either the Government or another contractor, may continue them; and
(2) The Government anticipates difficulties during the transition from one contractor to another or to the Government. Examples of instances where use of the clause may be appropriate are services in remote locations or services requiring personnel with special security clearances.
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.
RFO
RFO Version
Overhauled 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.
FAR
FAR Prescription
37.110(c)
(c) The contracting officer may insert the clause at 52.237-3, Continuity of Services, in solicitations and contracts for services, when-
(1) The services under the contract are considered vital to the Government and must be continued without interruption and when, upon contract expiration, a successor, either the Government or another contractor, may continue them; and
(2) The Government anticipates difficulties during the transition from one contractor to another or to the Government. Examples of instances where use of the clause may be appropriate are services in remote locations or services requiring personnel with special security clearances.
(1) The services under the contract are considered vital to the Government and must be continued without interruption and when, upon contract expiration, a successor, either the Government or another contractor, may continue them; and
(2) The Government anticipates difficulties during the transition from one contractor to another or to the Government. Examples of instances where use of the clause may be appropriate are services in remote locations or services requiring personnel with special security clearances.
Version History
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
Substantive changes. The RFO version differs materially from the eCFR text.
eCFR (codified)
RFO (implemented)
Unchanged
52.237-3 Continuity of Services.
eCFR (codified)
RFO (implemented)
1 added, 1 removed
As prescribed in 37.110(c), insert the following clause:
As prescribed in 37.802-5(c), insert the following clause:
1 added, 23 removed
(a)
(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.
(a)
(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to-
5 added
(1)
(1)
(1) Furnish phase-in training; and
17 added
(2)
(2)
(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.
21 removed
[48 FR 42478, Sept. 19, 1983, as amended at 55 FR 52799, Dec. 21, 1990; 62 FR 40238, July 25, 1997]
Prescription
Substantive changes. The RFO prescription differs materially from the eCFR prescription.
eCFR (codified)
RFO (implemented)
Unchanged
52.237-3 Continuity of Services.: Prescription
eCFR (codified)
RFO (implemented)
1 added, 5 removed
(c)
(c) The contracting officer may insert the clause at 52.237-3, Continuity of Services, in solicitations and contracts for services, when-
(c)
(c) Insert the clause at 52.237-3, Continuity of Services, in solicitations and contracts for services, when—
35 removed
(1)
(1) The services under the contract are considered vital to the Government and must be continued without interruption and when, upon contract expiration, a successor, either the Government or another contractor, may continue them; and
(1)
41 removed
(2)
(2) The Government anticipates difficulties during the transition from one contractor to another or to the Government. Examples of instances where use of the clause may be appropriate are services in remote locations or services requiring personnel with special security clearances.
(2)
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