52.225-25 Prohibition on Contracting With Entities Engaging in Certain Activities or Transactions Relating to Iran—Representation and Certifications
Source: FAR 52.225-25 on acquisition.gov
Offerors must certify they do not engage in prohibited activities or transactions with Iran or its affiliates as a condition of eligibility for U.S. government contracts, unless a specific trade agreement exception applies.
Overview
FAR 52.225-25 requires offerors to represent and certify that neither they nor any person they own or control are engaged in certain prohibited activities or transactions relating to Iran. This provision is aimed at ensuring compliance with U.S. sanctions laws, specifically those targeting the Iranian government, its affiliates, and activities involving sensitive technology or petroleum resources. Offerors must make these representations and certifications as part of their proposal submission, unless an exception applies due to trade agreements or a waiver has been granted. The regulation defines key terms such as "person" and "sensitive technology" and provides a process for offerors to seek clarification from the Department of State regarding sensitive technology. The provision also references the Specially Designated Nationals (SDN) list for identifying restricted parties and outlines exceptions for solicitations covered by certain trade agreements.
Key Rules
- Representation and Certification Requirement
- Offerors must certify they do not export sensitive technology to Iran, engage in sanctionable activities under the Iran Sanctions Act, or knowingly transact with Iran's Revolutionary Guard Corps above a specified threshold.
- Definitions and Clarifications
- The provision defines "person" and "sensitive technology" for clarity and compliance purposes.
- Exception for Trade Agreements
- If the solicitation is covered by certain trade agreements and all products are designated country end products, the representation and certification requirements do not apply.
- Questions on Sensitive Technology
- Offerors may email the Department of State for clarification on sensitive technology issues.
Responsibilities
- Contracting Officers: Must include this provision in applicable solicitations and verify offeror compliance.
- Contractors/Offerors: Must accurately complete representations and certifications, and ensure ongoing compliance with the requirements.
- Agencies: Oversee compliance and process any waivers or exceptions as allowed under the FAR.
Practical Implications
- This provision is designed to prevent U.S. government contracts from benefiting entities engaged in prohibited activities with Iran, supporting U.S. foreign policy and national security objectives.
- Contractors must conduct due diligence to ensure they and their affiliates are not engaged in restricted activities, and must be aware of the SDN list and relevant thresholds.
- Failure to comply can result in ineligibility for award, contract termination, or legal penalties.
As prescribed at 25.1103(e), insert the following provision:
Prohibition on Contracting With Entities Engaging in Certain Activities or Transactions Relating to Iran—Representation and Certifications (Jun 2020)
(a) Definitions. As used in this provision-
Person—
(1) Means–
(i) A natural person;
(ii) A corporation, business association, partnership, society, trust, financial institution, insurer, underwriter, guarantor, and any other business organization, any other nongovernmental entity, organization, or group, and any governmental entity operating as a business enterprise; and
(iii) Any successor to any entity described in paragraph (1)(ii) of this definition; and
(2) Does not include a government or governmental entity that is not operating as a business enterprise.
Sensitive technology-
(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically-
(i) To restrict the free flow of unbiased information in Iran; or
(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and
(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic Powers Act (http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title50-section1702&num=0&edition=prelim" target="_blank">50 U.S.C. 1702(b)(3)).
(b) The offeror shall e-mail questions concerning sensitive technology to the Department of State at CISADA106@state.gov.
(c) Except as provided in paragraph (d) of this provision or if a waiver has been granted in accordance with Federal Acquisition Regulation (FAR) 25.703-4, by submission of its offer, the offeror—
(1) Represents, to the best of its knowledge and belief, that the offeror does not export any sensitive technology to the government of Iran or any entities or individuals owned or controlled by, or acting on behalf or at the direction of, the government of Iran;
(2) Certifies that the offeror, or any person owned or controlled by the offeror, does not engage in any activities for which sanctions may be imposed under section 5 of the Iran Sanctions Act. These sanctioned activities are in the areas of development of the petroleum resources of Iran, production of refined petroleum products in Iran, sale and provision of refined petroleum products to Iran, and contributing to Iran's ability to acquire or develop certain weapons or technologies; and
(3) Certifies that the offeror, and any person owned or controlled by the offeror, does not knowingly engage in any transaction that exceeds the threshold at FAR 25.703-2(a)(2) with Iran's Revolutionary Guard Corps or any of its officials, agents, or affiliates, the property and interests in property of which are blocked pursuant to the International Emergency Economic Powers Act (http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title50-section1701&num=0&edition=prelim" target="_blank">50 U.S.C. 1701 et seq.) (see OFAC's Specially Designated Nationals and Blocked Persons List at https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx" target="_blank">https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx).
(d) Exception for trade agreements. The representation requirement of paragraph (c)(1) and the certification requirements of paragraphs (c)(2) and (c)(3) of this provision do not apply if-
(1) This solicitation includes a trade agreements notice or certification (e.g., 52.225-4, 52.225-6, 52.225-12, 52.225-24, or comparable agency provision); and
(2) The offeror has certified that all the offered products to be supplied are designated country end products or designated country construction material.
(End of provision)