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FAR and DFARS › FAR Part 52: Solicitation Provisions and Contract Clauses › Subpart 52.2

FAR 52.237-3 Continuity of Services.

The codified text (eCFR, as of 2026-10-02). Under the Revolutionary FAR Overhaul ↗, agencies follow class deviations with new text for many parts while the formal rules go through the Federal Register: check the solicitation and your contract's clauses, which rule.

In plain English

This clause says the services under the contract are vital to the Government and must continue without interruption, so the contractor must help transition to a successor when the contract ends. It requires the contractor to provide phase-in training and, if the Contracting Officer gives written notice, to furnish phase-in/phase-out services for up to 90 days after expiration and negotiate a transition plan. The contractor is reimbursed for reasonable phase-in/phase-out costs plus a limited fee.

Applies to: Contractors performing services contracts that include this clause

What it requires

  • Furnish phase-in training
  • Exercise best efforts and cooperation to effect an orderly and efficient transition to a successor
  • Upon the Contracting Officer's written notice, furnish phase-in, phase-out services for up to 90 days after contract expiration
  • Negotiate in good faith a plan with a successor specifying a training program and a date for transferring responsibilities, subject to Contracting Officer approval

Key terms: phase-in training · phase-in, phase-out services · successor · Contracting Officer · earned fringe benefits

Written by AI from this section's text. A guide, not legal advice: the text below rules.

The text

As prescribed in 37.110(c), insert the following clause:

Continuity of Services (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

(End of clause)

Sections it refers to

  • 37.110 Solicitation provisions and contract clauses.

Sections that refer to it

  • 37.110 Solicitation provisions and contract clauses.

← 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. · 52.237-4 Payment by Government to Contractor. →

Rule changes for FAR Part 52

Source: eCFR, 48 CFR chapters 1 and 2 (GPO GovInfo bulk data) ↗. Plain words for the terms: glossary.

FAR 52.237-3 Continuity of Services · SpendQuery