12.212 Computer software
Source: FAR 12.212 on acquisition.gov
FAR 12.212 ensures commercial computer software is acquired under standard public licenses, limiting government rights to those expressly negotiated in the contract.
Overview
FAR 12.212 governs the acquisition of commercial computer software and related documentation by the federal government. It requires that such software be acquired under licenses customarily provided to the public, as long as these licenses comply with federal law and meet the government's needs. Contractors are generally not required to provide technical information or grant the government rights beyond what is standard in the commercial marketplace, unless both parties agree otherwise. The government’s rights to use, modify, or disclose the software are limited to those specified in the negotiated license agreement, typically included as an addendum to the contract. Additional guidance on negotiating these licenses is referenced in FAR 27.405-3.
Key Rules
- Acquisition Under Customary Licenses
- The government must acquire commercial computer software/documentation under standard public licenses, unless inconsistent with federal law or government needs.
- No Additional Technical Information or Rights Required
- Contractors are not required to provide technical information or grant rights beyond what is customarily provided, unless mutually agreed.
- Government Rights Defined by License
- The government only receives the rights specified in the contract’s license addendum.
Responsibilities
- Contracting Officers: Ensure software is acquired under appropriate licenses and that government rights are clearly defined in the contract.
- Contractors: Provide software under standard commercial licenses and are not obligated to provide extra technical data or rights unless agreed.
- Agencies: Oversee compliance with licensing terms and ensure federal law is followed.
Practical Implications
- This section protects contractors from having to provide proprietary information or broad rights to the government unless negotiated. It streamlines commercial software acquisitions and reduces administrative burden. Common pitfalls include failing to clearly specify license terms or assuming government rights beyond the license.
(a) Commercial computer software or commercial computer software documentation shall be acquired under licenses customarily provided to the public to the extent such licenses are consistent with Federal law and otherwise satisfy the Government’s needs. Generally, offerors and contractors shall not be required to-
(1) Furnish technical information related to commercial computer software or commercial computer software documentation that is not customarily provided to the public; or
(2) Relinquish to, or otherwise provide, the Government rights to use, modify, reproduce, release, perform, display, or disclose commercial computer software or commercial computer software documentation except as mutually agreed to by the parties.
(b) With regard to commercial computer software and commercial computer software documentation, the Government shall have only those rights specified in the license contained in any addendum to the contract. For additional guidance regarding the use and negotiation of license agreements for commercial computer software, see 27.405-3.