FAR 52.203-5 — Covenant Against Contingent Fees

Contract clause · dated May 2014 · prescribed in FAR 3.404 · current through FAC 2026-01

In plain English

FAR 52.203-5, Covenant Against Contingent Fees, is a contract clause prescribed at FAR 3.404, most recently dated May 2014. The complete official text is reproduced below, verbatim, from GSA's published FAR source files.

Its text contains no sentence requiring insertion into subcontracts; see the flowdown section below for what that does and does not mean.

Does it flow down to subcontracts?

No flowdown mandate found in the clause text

We scanned the full clause text and found no sentence directing the contractor to insert this clause into subcontracts. That is a statement about the text, not legal advice: a prime contractor may still flow terms down contractually, an agency supplement (DFARS, VAAR, …) may add requirements, and clauses listed below (if any) may order this clause into subcontracts from the outside.

Where it's prescribed

As prescribed in 3.404 , insert the following clause:

Prescribing reference: FAR 3.404.

The official text, verbatim

FAR 52.203-5 · May 2014 current through FAC 2026-01 acquisition.gov eCFR (48 CFR)

As prescribed in 3.404 , insert the following clause:

Covenant Against Contingent Fees (May 2014)

  • (a) The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee.

  • (b) "Bona fide agency," as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.

    Bona fide employee, as used in this clause, means a person, employed by a contractor and subject to the contractor’s supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence.

    Contingent fee, as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

    Improper influence, as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

(End of clause)

The text above is reproduced from GSA's published FAR source files (GSA/GSA-Acquisition-FAR @ da52ccb (2026-03-30)), retrieved 2026-07-17. The official publication at acquisition.gov / eCFR controls if they differ.