FAR clauses/Part 32/Checked 15 Sep 2026
FAR 52.232-39
Unenforceability of Unauthorized Obligations
- Clause date
- JUN 2013
- Prescribed at
- FAR 32.706-3. Insert in all solicitations and contracts.
- Applies to
- All contracts, most visibly software, cloud, and other buys with vendor license terms or click-through agreements.
- Flowdown
- No flowdown required
52.232-39 contains no subcontract flowdown paragraph. It is not listed in 52.244-6(c)(1) or 52.212-5(e)(1). - Full text
- FAR 52.232-39 on Acquisition.gov
… Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: …
From the clause · Codified FAR · FAC 2026-01
Why it matters: A Government user clicking "I agree" does not bind the Government to an open-ended indemnity; the clause is unenforceable and deemed stricken unless the indemnification is expressly authorized by statute and agency regulations.
This is the codified text, not any agency's Revolutionary FAR Overhaul deviation. An agency running a class deviation may have this clause renumbered, rewritten or prescribed differently — check the deviation before you put a clause in a solicitation.
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Play today’s Clause & EffectMore Part 32 clauses
5- 52.232-18Availability of FundsFAR 32.706-1(a)
- 52.232-22Limitation of FundsFAR 32.706-2(b)
- 52.232-25Prompt PaymentFAR 32.908(c)
- 52.232-33Payment by Electronic Funds Transfer—System for Award ManagementFAR 32.1110(a)(1)
- 52.232-40Providing Accelerated Payments to Small Business SubcontractorsFAR 32.009-2