52.237-3 Continuity of Services in an SBIR Phase I Contract?

[Mean Jean]

Hello All,

I've been working for SBIR Houses for most of my career and this is the first time I've ever seen 52.237-3 Continuity of Services included in the Phase I SBIR Contract.  This is throwing me for a loop as R&D can be considered a "service" per FAR Part 35.  If I'm reading this clause correctly, agreeing to it would essentially give the USG to right to give our "secret sauce" to another contractor (successor) to move the work forward.  But it's SBIR work, so 252.227-7018 Rights in Other Than Commercial Technical Data and Computer Software—Small Business Innovation Research (SBIR) Program would seem to me to make enforcing 52.237-3 not realistic as our data under the SBIR Phase I should belong to us, as the Prime Contractor.

Maybe I'm overthinking this?  Just looking for what others think on this one as I'm perplexed.

Thanks  

[Neil Roberts]

@Mean Jean, DFARS 252.227-7018 is one of the most complex legal/contract clauses to be encountered . I see issues in -7018 that seem to have an initial impact as follows:

1. How do you describe your "secret sauce"?  Is it "technical data?"

2. Will your company assert a restricted right to this data per -7018 to be included in your company's SBIR contract?

3. Was this data developed exclusively at your company's private expense?

4. There are provisions under which the government obtains a license to this technical data (yes your company still owns the data) and in turn provides the technical data to the next contractor. 

Suggest you dig deeper into -7018 with someone with expertise, and your company's contract negotiator, before finalizing the work required per FAR 52.237-3. This should include a determination whether the work your company is to perform is a service or something else i.e.,deliverable end item.

Edited August 17, 2024 by Neil Roberts
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