52.232-39 — Unenforceability of Unauthorized Obligations.
Researched by the BidStride Research Team
What This Clause Requires
FAR 52.232-39 — Unenforceability of Unauthorized Obligations.. This clause is part of the Federal Acquisition Regulation and may be included in government contracts as a solicitation provision or contract clause.
Official Regulation Text
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]
Compliance Checklist
- 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.
Flow-Down to Subcontractors
No flow-down required
This clause applies only to the prime contract and does not need to be flowed down to subcontractors.
Frequently Asked Questions
FAR 52.232-39 (Unenforceability of Unauthorized Obligations.) is a federal acquisition regulation clause that may be included in government contracts. It falls under the payment category.
FAR 52.232-39 is typically required when the contracting officer determines it's applicable to the specific procurement. Check the solicitation's Section I for included clauses.
Whether FAR 52.232-39 flows down depends on the specific clause language and contract type. Review the clause text for flow-down provisions.
This summary is for informational purposes only and reflects the BidStride Research Team's plain-English interpretation of the regulation. It is not legal advice and does not constitute an attorney-client relationship. Always consult the official Federal Acquisition Regulation (FAR) or Defense Federal Acquisition Regulation Supplement (DFARS) text and qualified legal counsel for compliance decisions.