Most defense startups first touch federal work as a subcontractor, and the prime's paper usually arrives with dozens of FAR and DFARS clauses attached. We review which flow-downs actually apply to you, negotiate the commercial terms around them and help you understand task order mechanics under IDIQs, GWACs and GSA schedules. You pay a flat fee, quoted before we start.
At a glance
- Practice
- GovCon
- Pricing
- Flat fee, quoted before we start
- Included
- 6 deliverables
- Process
- 3 steps, one named attorney
- Where we work
- Slack, email or a call
When founders call us
The moments that usually bring a company to us for this work.
- 01
A prime contractor has sent a subcontract with a long list of incorporated FAR and DFARS clauses
- 02
You won your first direct prime award and need to understand what you signed up for
- 03
You are bidding a task order under an IDIQ or GWAC through a prime partner
- 04
You are considering a GSA Multiple Award Schedule and want the contract obligations explained
What you get
Scoped in writing before we start. One flat fee for all of it.
- Flow-down review identifying clauses that apply, clauses that should not and clauses triggered by thresholds
- Redline of the subcontract's commercial terms: payment, termination, changes and IP
- Commercial item or commercial product analysis where it can narrow flow-downs, noted as fact-dependent
- Summary of compliance obligations you take on, in plain language
- Task order and ordering-period mechanics explained for your specific vehicle
- Negotiation support with the prime's contracts team
How it works
- 1
Triage the clauses
We sort the incorporated clauses into applicable, inapplicable and negotiable.
- 2
Redline and explain
We mark up the subcontract and give you a plain summary of obligations.
- 3
Negotiate with the prime
We work through the prime's comments until the subcontract is ready to sign.
Mistakes we help you avoid
The ones we see most often, and catch before they cost you.
- Avoided
Accepting a blanket flow-down of every prime clause, including ones that do not legally reach your tier
- Avoided
Agreeing to termination for convenience with no recovery of settlement costs
- Avoided
Letting the subcontract's IP clause give the prime rights beyond what the government receives
- Avoided
Missing cybersecurity and reporting clauses that carry real operational obligations
Prime, Subcontracts & Task Orders: questions founders ask
A flow-down is a clause the prime contractor must pass to its subcontractors under its own government contract. Some clauses are mandatory to flow down, others apply only above dollar thresholds or for certain work, and some should not flow down at all. Primes often over-include them to be safe.
Yes, particularly the commercial terms such as payment timing, IP, liability and termination. Mandatory flow-downs are harder to remove, but you can often narrow how they apply. Primes negotiate with startups that bring technology they need.
An IDIQ is a contract for an indefinite quantity of supplies or services, with work issued through task or delivery orders. A GWAC is a type of IDIQ that multiple agencies can use, typically for IT. A GSA Multiple Award Schedule is a long-term contract with pre-negotiated terms that agencies buy from.
We focus on the contract documents and the legal terms of the deal. We can review proposal representations and certifications for legal risk, but pricing and proposal writing are typically handled by your team or a capture consultant.
Get a flat-fee quote for Prime, Subcontracts & Task Orders.
A short call with an attorney. You leave with a written scope and one fixed price.
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