A subcontractor may hear that its subcontract is 'subject to Government consent' or that the contracting officer has approved the subcontract. That can sound like the Government has reviewed and accepted every downstream term.
The FAR says otherwise. Consent to a subcontract is part of the Government's oversight of the prime contractor's subcontracting, but it does not turn the Government into a party to the subcontract or automatically validate the subcontract's price and terms.
Consent is a prime-contract requirement in specified situations
FAR Part 44 addresses subcontracting policies and procedures, including when consent requirements may apply and how contracting officers review requests. FAR 52.244-2 is the principal Subcontracts clause used in covered prime-contract situations.
A subcontractor should ask whether consent is required before award of the subcontract, before certain changes, or only for specified subcontract types. The prime should be able to explain what approval step is actually outstanding.
Official source: FAR Part 44 — Subcontracting Policies and Procedures.
FAR 44.203 limits what consent means
FAR 44.203 expressly states that contracting-officer consent to a subcontract or approval of the contractor's purchasing system does not constitute a determination of the acceptability of subcontract terms or price, or the allowability of costs, unless the consent or approval specifically says otherwise.
That distinction matters. A subcontractor should still negotiate payment, scope, liability, termination, data rights, flowdowns, and other commercial terms on their own merits.
Official source: FAR 44.203 — Consent Limitations.
Questions to resolve before mobilizing
- Is Government consent a condition to subcontract effectiveness or only a prime responsibility?
- Can the subcontractor start work before consent, and who bears the risk if consent is delayed or denied?
- Can the prime change negotiated terms to obtain consent without the subcontractor's agreement?
- Does the agreement define what happens to proposal costs, mobilization, or supplier commitments if consent is not obtained?
- Is the prime using 'Government requirement' to justify terms that are actually prime-drafted commercial choices?
Government consent does not create direct privity
The prime remains responsible for performance, and the subcontract remains an agreement between the contracting parties. Do not treat consent as a substitute for reviewing the documents you are actually being asked to sign.