252.209-7012 Prohibition Relating to Conflicts of Interest in Consulting Services—Certification.
(a) Definitions. As used in this provision—
Consulting services means advisory and assistance services, except that “consulting services” does not include the provision of products or services related to—
(1) Compliance with legal, audit, accounting, tax, reporting, or other requirements of the laws and standards of countries; or
(2) Participation in a judicial, legal, or equitable dispute resolution proceeding.
Contract oversight entity means any of the following:
(1) The Contracting Officer.
(2) The Contracting Officer's Representative.
(3) The Defense Contract Management Agency.
(4) The Defense Contract Audit Agency.
(5) The DoD Office of Inspector General or any subcomponent of that office.
(6) The Government Accountability Office.
Covered contract means a DoD contract involving consulting services.
Covered foreign entity means any of the following:
(1) The government of the People's Republic of China, the Chinese Communist Party, the People's Liberation Army, the Ministry of State Security, or other security service or intelligence agency of the People's Republic of China.
(2) The government of the Russian Federation or any entity sanctioned by the Secretary of the Treasury under Executive Order 13662, Blocking Property of Additional Persons Contributing to the Situation in Ukraine.
(3) The government of any country, if the Secretary of State determines that such government has repeatedly provided support for acts of international terrorism, pursuant to any of the following:
(i) Section 1754(c)(1)(A) of the Export Control Reform Act of 2018 (50 U.S.C. 4318(c)(1)(A)).
(ii) Section 620A of the Foreign Assistance Act of 1961 (22 U.S.C. 2371).
(iii) Section 40 of the Arms Export Control Act (22 U.S.C. 2780).
(iv) Any other provision of law.
(4) Any entity included on any of the following lists maintained by the Department of Commerce (see the Export Administration Regulations at 15 CFR subchapter C):
(i) The Entity List in supplement no. 4 to 15 CFR part 744.
(ii) The Denied Persons List as described in 15 CFR 764.3(a)(2).
(iii) The Unverified List in supplement no. 6 to 15 CFR part 744.
(iv) The Military End User List in supplement no. 7 to 15 CFR part 744.
(5) Any entity identified by the Secretary of Defense pursuant to section 1237(b) of the National Defense Authorization Act for Fiscal Year 1999 (Pub. L. 105-261; 50 U.S.C. 1701 note).
(6) Any entity on the Non-Specially Designated Nationals Chinese Military-Industrial Complex Companies List maintained by the Office of Foreign Assets Control of the Department of the Treasury under Executive Order 14032, Addressing the Threat From Securities Investments That Finance Certain Companies of the People's Republic of China.
(b) Prohibition. DoD cannot award to the Offeror a contract assigned a North American Industry Classification System code beginning with 5416 if the Offeror—
(1) Cannot certify that neither the Offeror nor any of its subsidiaries or affiliates hold a contract or subcontract that involves consulting services with one or more covered foreign entities; and
(2) Does not maintain a conflict-of-interest mitigation plan as described in paragraph (d) of this provision.
(c) Certification. The Offeror certifies that—
(1)(i) It does [ ] does not [ ] hold a contract or subcontract that involves consulting services with one or more covered foreign entities; and
(ii) Its subsidiaries or affiliates do [ ] do not [ ] hold a contract or subcontract that involves consulting services with one or more covered foreign entities; and
(2) It does [ ] does not [ ] maintain a conflict-of-interest mitigation plan described in paragraph (d) of this provision.
(d) Conflict-of-interest mitigation plan. If the Offeror answered in the affirmative in paragraphs (c)(1) and (2) of this provision, then the Offeror shall submit its conflict-of-interest mitigation plan to the Contracting Officer for approval. The Offeror may contact the Contracting Officer for guidance on submitting the Offeror's conflict-of-interest mitigation plan.
(1) The Offeror's conflict-of-interest mitigation plan shall be auditable by a contract oversight entity and shall include—
(i) An identification, unless otherwise prohibited by law or regulation, of any covered contracts of the Offeror or its subsidiaries or affiliates with a covered foreign entity. If the Offeror is unable to identify one or more covered foreign entities due to confidentiality obligations, the Offeror shall identify such entities as a covered foreign entity;
(ii) A written analysis, including a course of action for avoiding, neutralizing, or mitigating the actual or potential conflict of interest of such a covered contract;
(iii) A description of the procedures by which the Offeror or its subsidiaries or affiliates will ensure that individuals who will perform the scope of a covered contract will not, for the duration of such contract, also provide any consulting services to any covered foreign entity; and
(iv) A description of the procedures by which the Offeror or its subsidiaries or affiliates will submit to the contract oversight entities a notice of an unmitigated conflict of interest with respect to a covered contract within 15 days of determining that such a conflict has arisen.
(2) The Contracting Officer will incorporate the Offeror's approved conflict-of-interest mitigation plan into any contract awarded to the Offeror resulting from this solicitation.