52.227-14
Rights in Data-General
Under FAR 52.227-14, contractors must deliberately identify, mark, license, and flow down rights in data and software—because anything delivered without proper protection may be treated as Government-unlimited rights.
Overview
- FAR 52.227-14, Rights in Data—General establishes how ownership, license rights, marking, withholding, and disclosure rules apply to technical data and computer software delivered or produced under a Government contract.
- Its purpose is to balance the Government’s need for broad use rights with the contractor’s ability to protect privately developed proprietary data and restricted software.
Key Rules
- Definitions and scope of data rights
- The clause distinguishes among data, technical data, computer software, computer software documentation, limited rights data, restricted computer software, and unlimited rights. These definitions determine what the Government may use freely and what the contractor may protect.
- Government allocation of rights
- The Government generally receives unlimited rights in data first produced under the contract, form-fit-function data, manuals and training materials for delivered items, and other delivered data unless properly protected as limited rights data or restricted computer software.
- Copyright and third-party data
- Contractors may assert copyright in certain data first produced during performance, but often need Contracting Officer approval except for qualifying scientific and technical publications. If contractors incorporate preexisting data, they must identify it and provide the Government an appropriate license.
- Markings, withholding, and challenges
- Contractors must use only authorized restrictive legends. Unmarked data are treated as delivered with unlimited rights. The clause provides procedures for correcting omitted or incorrect markings and for Government challenges to unauthorized markings, including a 60-day justification period and 90 days to file suit after an adverse final agency decision.
- Protection of proprietary data and subcontract flowdown
- Contractors may withhold qualifying limited rights data or restricted computer software if they identify the withheld material and provide form-fit-function data instead. They must also obtain from subcontractors the data rights needed to satisfy Government contract obligations and notify the Contracting Officer before awarding a subcontract if a subcontractor refuses.
Responsibilities
- Contracting Officers: determine when alternates apply, review and challenge restrictive markings, approve or deny copyright assertions where required, and authorize subcontracting when a subcontractor will not provide necessary rights.
- Contractors: properly mark proprietary data, identify and license noncontract data incorporated into deliverables, protect restricted materials, and secure necessary rights from subcontractors.
- Agencies: honor authorized legends, preserve copyright notices, and manage disclosure consistent with FOIA, national security, export control, and contract-specific restrictions.
Practical Implications
- This clause matters because data rights directly affect the Government’s ability to use deliverables and the contractor’s ability to preserve trade secrets and commercial software protections.
- In practice, the biggest compliance risks are failing to mark data correctly, delivering preexisting proprietary material without the required license, and assuming software and technical data are treated the same.
- Contractors should build internal controls for data identification, legend review, subcontractor rights flowdown, and timely responses to Government marking challenges.