A prime contractor sends a purchase order for commercial products. Attached is a page or three of clauses titled "flow-downs." Some are real obligations the prime owes the government. Some are things the prime copied from its own contract because it was easier than deciding. A small supplier needs to know which is which.
This article starts from what the FAR requires for commercial subcontracts, then covers the clauses that tend to deserve a conversation. It is practical information, not legal advice. If a clause could change your risk in a meaningful way, have your attorney read it.
The principle: for commercial subcontracts, the list is short
FAR 52.244-6, Subcontracts for Commercial Products and Commercial Services (Oct 2025 on acquisition.gov, checked under FAC 2026-01), says what a prime must insert in subcontracts for commercial products or commercial services. It lists specific clauses. It also says the prime may flow down a minimal number of additional clauses needed to meet its own contractual obligations.
That is the principle: for commercial subcontracts, the mandatory flow-downs are the listed ones, and the FAR contemplates only a minimal number of others. Primes often send more. That is not always improper, since a prime can have real reasons tied to its own contract, but it is the reason to read the list instead of signing it.
What FAR 52.244-6 requires, and when
As of the Oct 2025 clause on acquisition.gov, paragraph (c)(1) lists the following. Several apply only above a threshold or only if the clause itself requires flow-down, noted in the right column.
| Clause | Subject | Condition |
|---|---|---|
| 52.203-13 | Contractor Code of Business Ethics and Conduct | Subcontract above the threshold at FAR 3.1004(a) at award, with a performance period over 120 days |
| 52.203-15 | Whistleblower Protections under the ARRA | Only subcontracts funded under the Recovery Act |
| 52.203-17 | Contractor Employee Whistleblower Rights | Not for DoD, NASA, Coast Guard or applicable intelligence contracts |
| 52.203-19 | Prohibition on Requiring Certain Internal Confidentiality Agreements | None stated |
| 52.204-21 | Basic Safeguarding of Covered Contractor Information Systems | Not for COTS items, and only if the clause's own paragraph (c) requires it |
| 52.204-23 | Prohibition on Kaspersky Lab Covered Entities | None stated |
| 52.204-25 | Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (Section 889) | None stated |
| 52.204-27 | Prohibition on a ByteDance Covered Application | None stated |
| 52.204-30 | Federal Acquisition Supply Chain Security Act Orders, Prohibition | None stated |
| 52.219-8 | Utilization of Small Business Concerns | If the subcontract offers further subcontracting opportunities, with a size and threshold condition for non-small subcontractors |
| 52.222-21 | Prohibition of Segregated Facilities | None stated |
| 52.222-26 | Equal Opportunity | None stated |
| 52.222-35 | Equal Opportunity for Veterans | None stated |
| 52.222-36 | Equal Opportunity for Workers with Disabilities | None stated |
| 52.222-37 | Employment Reports on Veterans | None stated |
| 52.222-40 | Notification of Employee Rights Under the National Labor Relations Act | Only if the clause's paragraph (f) requires it |
| 52.222-50 | Combating Trafficking in Persons | None stated |
| 52.222-55 | Minimum Wages for Contractor Workers under Executive Order 14026 | Only if the clause's paragraph (k) requires it |
| 52.222-62 | Paid Sick Leave under Executive Order 13706 | Only if the clause's paragraph (m) requires it |
| 52.224-3 | Privacy Training | Only if the clause's paragraph (f) requires it |
| 52.225-26 | Contractors Performing Private Security Functions Outside the United States | None stated |
| 52.232-40 | Providing Accelerated Payments to Small Business Subcontractors | Only if the clause's paragraph (c) requires it |
| 52.240-1 | Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities | None stated |
| 52.247-64 | Preference for Privately Owned U.S.-Flag Commercial Vessels | Only if the clause's paragraph (d) requires it |
Two more points from the clause. Paragraph (d) requires the prime to include the terms of 52.244-6 itself in subcontracts. And the list refers to specific versions of each clause (for example, 52.203-13 is the Nov 2021 version and 52.222-50 is Oct 2025), so a flow-down that cites an older date is worth a question.
A caution on how to use the table: a clause being on the list does not mean it applies to every order in full. Many are conditional on value, item type or the clause's own flow-down paragraph. Reading each clause's own flow-down paragraph is the real test.
Clauses a small commercial supplier signs routinely
For a commercial product order from a small supplier, the usual signatures are on clauses that ask a supplier to refrain from something or to certify a fact:
- Section 889 (52.204-25). The supplier represents that it will not provide covered telecommunications equipment or services and that it will report if it learns it has. See Section 889 supplier certification.
- Other prohibitions such as 52.204-23 (Kaspersky), 52.204-27 (ByteDance) and 52.240-1 (covered drones), which matter only if the supplier sells or uses those products.
- Equal opportunity and anti-segregation clauses (52.222-21, 52.222-26, 52.222-35, 52.222-36), which are standard and rarely negotiated.
- Trafficking in persons (52.222-50) and internal confidentiality agreements (52.203-19), both of which are compliance statements the supplier either meets or does not.
- 52.219-8, Utilization of Small Business Concerns, which asks the supplier to give small business concerns the maximum practicable opportunity where it has its own subcontracting.
If a supplier cannot meet one of these honestly, that is a business fact the prime needs to hear before award, not a drafting issue.
Clauses that deserve a conversation
The following are not on the 52.244-6 list. They can show up on an order anyway, because the prime copied its own clause set. Whether any is appropriate depends on the order, so the useful response is a question, not a refusal.
- Cost or pricing data, cost accounting standards and audit clauses. These are designed for cost-type or non-commercial work. A commercial item purchase at a catalog or market price usually has no cost data to certify. Ask which clause and why.
- Government property clauses. If the supplier never holds government-furnished property, a government property flow-down has no work to do.
- Termination for convenience terms. A commercial order can reasonably carry a termination clause, but the terms differ: what costs are recoverable, how inventory bought for the order is handled. A small supplier that bought special-order stock should read this one closely.
- Indemnities and unlimited liability. A flow-down of the prime's own indemnity obligations, or a liability that is uncapped when the order is small, is a business-risk decision, not a regulatory one. Raise it.
- Intellectual property and data rights. Not usually relevant to a commodity resale, and a reason to ask what the prime thinks it is buying.
- Payment terms that exceed the prime's own. If the prime is paid within a set time and the subcontract allows much more, ask how the terms were set. FAR 52.232-40 is on the list only where its own flow-down paragraph requires it.
- Cybersecurity clauses beyond 52.204-21. Agency-specific cybersecurity requirements are sometimes included in orders. Ask whether the supplier will actually handle covered information for the order.
None of this means these clauses are always wrong. It means they are not in the commercial list, and a prime that includes them should be able to explain what in its own contract requires it.
A practical routine
- Ask for two things. The prime contract's clause list (the FAR and agency clauses incorporated in the contract) and the flow-down list attached to your order.
- Match them. A flow-down can only pass down a clause the prime has. If the order lists a clause that does not appear in the prime contract, ask.
- Check thresholds. Several clauses depend on subcontract value, performance period or whether the clause's own paragraph requires flow-down. Compare the order's value and period with the conditions.
- Check the date. Look up the clause on acquisition.gov and compare the clause date to what the order cites.
- Sort the list into three piles. Sign what applies. Ask about what does not fit commercial items. Take anything that changes your liability to an attorney.
- Keep the answer. If the prime confirms in writing that a clause is not required, that email is part of your file.
Check the numbers on the day you sign
The FAR is in the middle of a large rewrite, and agencies are issuing class deviations while the text is revised. Clause numbers, dates and flow-down paragraphs can change. This article was checked against the FAR as shown on acquisition.gov under FAC 2026-01 on its publish date. Before you rely on a clause number, look it up on the current page of acquisition.gov, and check whether your prime contract cites a class deviation version.
How Lunula Supply handles it
We are a small supplier and reseller. When we supply a prime, our routine is the one above: we ask for the prime contract clause list and the order's flow-down list, check what applies by value and item type, and sign what applies. Where a clause does not fit a commercial resale, we ask about it before the order is accepted, not after. We send representations and country of origin with the quote or order, and we confirm each order line by line in writing.
If you are a prime looking for a supplier that works this way, contact us or see what we supply. For the full onboarding view, read what a prime should require of a small supplier.
Frequently asked questions
Which clauses must a prime flow down in a commercial subcontract?
FAR 52.244-6 lists them. Several apply only above a threshold or when the clause's own paragraph requires flow-down. The prime may add a minimal number of other clauses needed to meet its own contractual obligations.
Can a supplier negotiate flow-downs?
Where a clause is required by the FAR, the prime generally has to include it. Clauses that are not required are open to discussion, and a polite question about why a clause is there often gets it removed or narrowed.
What if the order cites an older clause date than the FAR shows?
Ask the prime which version its prime contract includes. The version that binds the prime is the one in its contract, and the order should generally match it. Verify the current text on acquisition.gov.
Do these flow-downs apply to a commercially available off-the-shelf item?
Some do and some do not. For example, 52.204-21 is excluded for COTS items under the 52.244-6 list. Check each clause's own conditions rather than assuming.
General information, not legal advice. Clause numbers and dates were checked against acquisition.gov (FAC 2026-01) on the publish date, and the FAR is being rewritten, so verify again before you sign. Your subcontract's terms control.