Clause Rescinded
This clause was rescinded effective March 18, 2026 by Contract Policy Memo 26-C-13. Do not include this clause in new solicitations or contracts. Essential requirements previously covered by this clause should be included in the Statement of Work or Performance Work Statement.
For current DAF acquisition guidance, refer to the DAF Contracting Compass.
As prescribed in DAFFARS
5309.507-2(a), insert the following clause, substantially as
written, in Section I:
ORGANIZATIONAL
CONFLICT OF INTEREST (JUL 2023)
(a) The following restrictions and definitions
apply to prevent conflicting roles which may bias the Contractor's
judgment or objectivity, or to preclude the Contractor from
obtaining an unfair competitive advantage in concurrent or future
acquisitions.
(1) Descriptions or definitions:
"Contractor" means the business entity receiving the award of this
contract, its parents, affiliates, divisions and
subsidiaries.
"Development" means all efforts towards solution of broadly-defined
problems. This may encompass research, evaluating technical
feasibility, proof of design and test, or engineering of programs
not yet approved for acquisition or operation.
"Proprietary Information" means all information designated as
proprietary in accordance with law and regulation, and held in
confidence or disclosed under restriction to prevent uncontrolled
distribution. Examples include limited or restricted data, trade
secrets, sensitive financial information, and computer software;
and may appear in cost and pricing data or involve classified
information.
"System" means the system that is the subject of this
contract.
"System Life" means all phases of the system's development,
production, or support.
"Systems Engineering" means preparing specifications, identifying
and resolving interface problems, developing test requirements,
evaluating test data, and supervising design.
"Technical Direction" means developing work statements, determining
parameters, directing other Contractors' operations, or resolving
technical controversies.
(2) Restrictions: The Contractor shall perform
systems engineering and/or technical direction, but will not have
overall contractual responsibility for the system's development,
integration, assembly and checkout, or production. The parties
recognize that the Contractor shall occupy a highly influential and
responsible position in determining the system's basic concepts and
supervising their execution by other Contractors. The Contractor's
judgment and recommendations must be objective, impartial, and
independent. To avoid the prospect of the Contractor's judgment or
recommendations being influenced by its own products or
capabilities, it is agreed that the Contractor is precluded for the
life of the system from award of a DoD contract to supply the
system or any of its major components, and from acting as a
subcontractor or consultant to a DoD supplier for the system or any
of its major components.
(End of clause)
ALTERNATE I (JUL 2023). As prescribed in DAFFARS
5309.507-2(a)(2), either substitute
paragraph (a)(2) of the basic clause with one or
both of the following paragraphs, or use one or
both in addition to the basic paragraph (a)(2).
Use these paragraphs substantially as
written.
(a)(2)(i) The Contractor shall prepare and submit
complete specifications for non-developmental items to be used in a
competitive acquisition. The Contractor shall not furnish these
items to the DoD, either as a prime or subcontractor, for the
duration of the initial production contract plus (insert a specific
period of time or an expiration date).
(a)(2)(ii) The Contractor shall either prepare or assist in
preparing a work statement for use in competitively acquiring the
(identify the system or services), or provide material leading
directly, predictably, and without delay to such a work statement.
The Contractor may not supply (identify the services, the system,
or the major components of the system) for a period (state the
duration of the constraint, however, the duration of the initial
production contract shall be the minimum), as either the prime or
subcontractor unless it becomes the sole source, has participated
in the design or development work, or more than one Contractor has
participated in preparing the work statement.
ALTERNATE II (JUL 2023). As prescribed in DAFFARS
5309.507-2(a)(3), either substitute
paragraph (a)(2) of the basic clause with the
following paragraph, or add the following in
addition to the basic restriction. Renumber the
paragraphs as needed if more than one
restriction applies. Use this paragraph,
substantially as written.
(a)(2) The Contractor shall participate in the technical evaluation
of other Contractors' proposals or products. To ensure objectivity,
the Contractor is precluded from award of any supply or service
contract or subcontract for the system or its major components.
This restriction shall be effective for (insert a definite period
of time). This does not apply to other technical evaluations
concerning the system.
ALTERNATE III (JUL 2023). As prescribed in DAFFARS
5309.507-2(a)(4), add the following
paragraph (b) to the basic clause substantially
as written:
(b) The Contractor may gain access to proprietary information of
other companies during contract performance. The Contractor agrees
to enter into company-to-company agreements to: (1) protect another
company's information from unauthorized use or disclosure for as
long as it is considered proprietary by the other company; and, (2)
to refrain from using the information for any purpose other than
that for which it was furnished. For information purposes, the
Contractor shall furnish copies of these agreements to the
contracting officer. These agreements are not intended to protect
information which is available to the Government or to the
Contractor from other sources and furnished voluntarily without
restriction.
ALTERNATE IV (JUL 2023). As prescribed in DAFFARS
5309.507-2(a)(5), add the following
paragraph (b) to the basic clause. If Alternate
III is also used, renumber this to paragraph
(c).
(b) The Contractor agrees to accept and to complete all issued task
orders, and not to contract with Government prime Contractors or
first-tier subcontractors in such a way as to create an
organizational conflict of interest.
ALTERNATE V (JUL 2023). As prescribed in DAFFARS
5309.507-2(a)(6), add the following
paragraph (b) to the basic clause substantially
as written. If more than one Alternate is used,
renumber this paragraph accordingly.
(b) The Contractor agrees to accept and to
complete issued delivery orders, provided that no new
organizational conflicts of interest are created by the acceptance
of that order. The contracting officer shall identify the
organizational conflict of interest in each order. The Contractor
shall not contract with Government prime Contractors or first-tier
subcontractors in such a way as to create an organizational
conflict of interest.
ALTERNATE VI (JUL 2023). As prescribed in DAFFARS
5309.507-2(a)(7), add the following
paragraph (b) to the basic clause substantially
as written. If either Alternate III or IV or
both are used, renumber this paragraph
accordingly.
(b) The above restrictions shall be included in
all subcontracts, teaming arrangements, and other agreements
calling for performance of work which is subject to the
organizational conflict of interest restrictions identified in this
clause, unless excused in writing by the contracting officer.
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Regulatory Stack
No supplementary regulatory layers found for this clause.
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.
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