52.227-14
Rights in Data-General
FAR 52.227-14 governs the allocation and protection of data rights in federal contracts, requiring contractors to properly identify, mark, and manage data to safeguard proprietary interests and comply with Government licensing requirements.
Overview
FAR 52.227-14, Rights in Data-General, establishes the allocation of rights between the Government and contractors regarding data (including technical data and computer software) produced or delivered under federal contracts. The clause defines key terms, outlines the Government’s rights (unlimited, limited, or restricted), and specifies procedures for copyright, marking, use, and protection of data. It also addresses subcontractor obligations and the handling of proprietary or sensitive data, including the use of specific notices for limited rights data and restricted computer software. Alternate versions of the clause provide for different scenarios and requirements.
Key Rules
- Definitions and Scope
- Clearly defines data, computer software, technical data, limited/restricted rights, and related terms to establish what is covered and how rights are determined.
- Allocation of Rights
- The Government generally receives unlimited rights in data first produced under the contract, form/fit/function data, and certain manuals, unless otherwise specified for limited or restricted rights data.
- Copyright and Licensing
- Contractors may assert copyright in certain data with permission and must grant the Government a broad license; special rules apply for data not first produced under the contract.
- Marking and Use of Data
- Procedures for marking data with rights notices, correcting or challenging markings, and consequences for unmarked or incorrectly marked data.
- Protection of Proprietary Data
- Contractors may withhold limited rights data or restricted software under certain conditions and must provide substitute data as required.
- Subcontractor Flowdown
- Contractors must secure necessary data rights from subcontractors and notify the CO if a subcontractor refuses.
Responsibilities
- Contracting Officers: Ensure proper clause inclusion, review and resolve marking disputes, authorize copyright assertions, and enforce data rights.
- Contractors: Correctly identify, mark, and deliver data; assert rights as permitted; flow down requirements to subcontractors; protect proprietary data; and comply with all notification and licensing obligations.
- Agencies: Oversee compliance, resolve disputes, and may inspect withheld data under certain alternates.
Practical Implications
- This clause is critical for determining who can use, disclose, or commercialize data developed under federal contracts. Misunderstanding or mishandling data rights can lead to loss of proprietary protections or disputes. Contractors must be diligent in marking, documenting, and negotiating data rights, especially when using third-party or pre-existing data. Flowdown to subcontractors is essential to avoid gaps in rights. Common pitfalls include failing to mark data properly, not securing rights from subcontractors, or misunderstanding the scope of Government licenses.