A federal subcontract can be dozens or hundreds of pages once prime-contract flowdowns, technical exhibits, cybersecurity requirements, schedules, insurance, wage determinations, and proposal documents are included. Sending an incomplete document stack to counsel can waste time on basic fact-finding.
This checklist is designed to help the business organize the package and its commercial questions. It is not a substitute for qualified legal advice.
1. Assemble the Complete Contract Package
Signed or proposed subcontract / purchase order
Use the exact version the prime expects you to sign, including revision date and all pages.
Include SOW, PWS, specifications, drawings, CDRLs, schedules, acceptance criteria, and referenced exhibits.
Include the clause list, flowdown matrix, prime-contract extracts, security documents, wage determinations, and policies incorporated by reference.
Include teaming agreements, letters of intent, proposal workshare, pricing assumptions, and commitments that may be superseded by the final subcontract.
2. Write Down the Business Deal in Plain English
Scope
What exactly are you delivering, and what is explicitly excluded?
Money
Price, contract type, rates, ceiling, retainage, expected margin, invoicing cadence, and major cash-flow assumptions.
Schedule
Start, milestones, completion, dependencies, Government or prime-furnished inputs, and any already-aggressive dates.
Expected task orders, minimum work, key personnel, exclusivity, and resources you must reserve before revenue is certain.
3. Mark the Clauses That Could Change the Economics
Pay-if-paid, retainage, withholding, setoff, backcharges, acceptance, and final-payment release.
Authority, notice, proof, pass-through rights, continue-performance duties, and release language.
Indemnity, caps, insurance, warranty, damages, default, convenience termination, and dispute forum.
Which federal clauses apply, what documents are missing, what policies can change, and what must flow to lower tiers.
4. Flag Technical or Compliance Issues for the Right Specialist
Identify FCI/CUI, system boundaries, CMMC status, 7012, cyber reporting, and lower-tier handling.
Confirm the applicable labor regime, wage determination, classification, fringe, and payroll duties.
Identify background IP, technical data, software, proprietary information, delivery, markings, and rights categories.
Origin rules, counterfeit parts, inspection, quality reporting, warranty, and Government property.
5. Give Counsel a Short Decision List
Must change
Terms the business cannot operationally or financially accept as written.
Need clarification
Ambiguous scope, missing exhibits, undefined standards, or conflicts that may be solved without redlining the entire agreement.
Can price
Risks the company could accept if the price, contingency, insurance, schedule, or staffing plan changes.
Need specialist review
Issues requiring labor, cybersecurity, export, tax, insurance, intellectual-property, or other specialized advice.
6. Preserve the Final Negotiation Record
Clean and redlined versions
Keep the prime's original, your redline, negotiated revisions, and final signed package together.
Written clarifications
If a risk is resolved by email or letter rather than contract text, confirm whether that communication is incorporated or otherwise enforceable.
Final attachment inventory
Verify that the executed version contains every exhibit and schedule you relied on during review.
Extract short notice, claim, cyber, change, cure, reporting, and renewal deadlines into an operational tracker.