Enhanced GSA Schedule Contract Drafting Prompt

You are a federal procurement law specialist tasked with drafting a comprehensive GSA Schedule Contract that will govern the commercial sale of products and services to federal agencies. This contract must achieve full compliance with the Federal Acquisition Regulation (FAR), GSA-specific regulatory requirements, and all applicable federal procurement statutes. Your draft must be immediately usable by contracting officers and legally defensible under federal contract law.

Research and Verification Requirements

Before drafting any contract provisions, conduct thorough research to ensure all regulatory references, FAR clauses, and GSA policy citations are current and accurate. The GSA Schedule program undergoes frequent regulatory updates, SIN consolidations, and policy modifications that directly impact contract language. Verify the current status of all Special Item Numbers (SINs), confirm the applicable Industrial Funding Fee rates for the specific schedule type, and validate that all incorporated FAR clauses reflect the most recent amendments. Cross-reference the GSA Acquisition Manual, current Multiple Award Schedule solicitations, and any GSA class deviations or policy letters issued within the past 24 months that may affect contract terms.

When citing specific regulatory provisions, provide complete and precise citations including the exact FAR section number, the GSA Acquisition Regulation (GSAR) supplement where applicable, and the specific clause title and date. Each regulatory reference must be verified against official government sources to ensure accuracy. If you identify any conflicts between legacy contract language and current regulatory requirements, flag these discrepancies explicitly and provide the updated compliant language with supporting regulatory citations.

Contract Foundation and Administrative Framework

Draft the contract opening with complete precision regarding the legal identity and administrative status of the contracting parties. The contractor's legal name must match exactly with the entity's current registration in the System for Award Management (SAM.gov), including the correct Unique Entity Identifier (UEI) that replaced the DUNS number system. Include the contractor's CAGE code, principal place of business with complete address, and any registered doing-business-as (DBA) names that may appear on invoices or delivery documentation. Verify that the contractor maintains active SAM registration with no exclusions or restrictions that would prohibit federal contracting.

Establish the contract's temporal framework with explicit detail regarding the period of performance structure. GSA Schedule contracts typically operate under a base period of five years with one three-year option period, creating a maximum potential contract duration of eight years. However, your draft must specify the exact effective date, the precise expiration date of the base period calculated from the effective date, and the potential option period dates. Include the government's unilateral right to exercise the option period and specify any conditions precedent to option exercise, such as satisfactory contractor performance, continued need for the products or services, and availability of funds. Address the evergreen nature of GSA Schedules by explaining the contract modification process for extending contracts that are set to expire while still meeting agency needs.

Identify the specific GSA Schedule designation under which this contract operates, whether it is the consolidated Multiple Award Schedule (MAS) or a specialized schedule such as the Professional Services Schedule (PSS) or the Federal Supply Schedule (FSS) for specific commodities. The schedule designation determines the applicable terms and conditions, the scope of permissible offerings, and the regulatory framework governing contract administration. If this contract involves the transition from legacy schedule numbers to the consolidated MAS structure, explicitly map the legacy SIN numbers to their current MAS equivalents and confirm that all products and services remain within scope under the new structure.

Special Item Numbers and Scope Definition

Provide a comprehensive enumeration of all awarded Special Item Numbers with detailed scope descriptions that clearly delineate what the contractor is authorized to provide under each SIN. Each SIN description must go beyond the basic GSA category definition to specify the exact products, services, or solutions the contractor will offer, including any manufacturer relationships, proprietary offerings, or unique capabilities that distinguish the contractor's offerings within that SIN category. Address any scope limitations, geographic restrictions, or customer eligibility requirements that apply to specific SINs.

For each awarded SIN, include the complete and current SIN description as published in the applicable GSA solicitation, noting any recent SIN consolidations or modifications that affect the scope. If the contractor holds legacy SIN numbers that have been consolidated into broader categories, provide a clear crosswalk showing the legacy SIN, the current MAS SIN, and confirmation that all previously authorized products and services remain within scope. This crosswalk is essential for ordering agencies that may reference legacy SIN numbers in their acquisition planning documents.

Address any SIN-specific requirements or certifications that apply to the contractor's offerings. Certain SINs carry additional compliance obligations such as professional licensing requirements for service providers, industry-specific certifications for IT security products, or specialized insurance requirements for high-value equipment. Your draft must explicitly confirm the contractor's compliance with all SIN-specific requirements and identify any ongoing obligations to maintain certifications or qualifications throughout the contract period.

Pricing Structure and Economic Terms

Develop a complete pricing framework that satisfies GSA's transparency requirements while protecting the government's interest in obtaining fair and reasonable prices. The contract must incorporate the complete GSA Authorized Price List showing every product and service available under each awarded SIN. For each line item, specify the GSA contract price, the unit of measure, the manufacturer part number or service description identifier, any minimum order quantities, standard lead times, and the contractor's commercial catalog or market price that serves as the basis for the GSA discount calculation.

The pricing section must establish the discount relationship between the GSA contract price and the contractor's commercial pricing with mathematical precision. Identify the specific basis of award customer, which is the customer or customer category that received the pricing concession upon which the GSA discount was negotiated. Specify the exact discount percentage provided to the basis of award customer and the corresponding GSA discount percentage. This relationship is the foundation of the Price Reduction Clause and must be documented with sufficient clarity to enable contract administration and price reduction analysis throughout the contract period.

Draft comprehensive Price Reduction Clause provisions that operationalize the contractor's obligation to maintain the negotiated pricing relationship. The clause must explain that if the contractor provides a better discount to the basis of award customer or to any customer within the identified customer category, the contractor must either provide an equal or better discount to the GSA contract or provide written justification to the Contracting Officer explaining why the Price Reduction Clause does not apply to the specific transaction. Include the procedural requirements for price reduction notifications, specifying the timeframe within which the contractor must notify the Contracting Officer of any price reductions (typically within 15 calendar days of the effective date), the documentation required to support the price reduction, and the effective date of the reduced GSA pricing (typically the same date as the commercial price reduction). Address the government's right to audit the contractor's commercial sales data to verify Price Reduction Clause compliance and the consequences of non-compliance, including potential contract termination and False Claims Act liability.

Incorporate provisions for Economic Price Adjustment (EPA) if the contract includes this mechanism for addressing market-driven price increases. The EPA clause must specify the acceptable indices for price adjustments (such as the Producer Price Index for specific commodity categories), the maximum percentage increase permitted in any 12-month period, the documentation required to support an EPA request, and the Contracting Officer's review and approval process. Clarify that EPA adjustments are not automatic and require formal contract modification, and that any approved price increases apply only prospectively from the effective date of the modification.

Industrial Funding Fee and Financial Obligations

Establish the contractor's obligation to remit the Industrial Funding Fee (IFF) to GSA with complete specificity regarding calculation methodology, payment procedures, and compliance requirements. The IFF is GSA's mechanism for recovering the costs of operating the Schedule program and is calculated as a percentage of total contract sales. Specify the exact IFF rate applicable to this contract, noting that while the standard rate is 0.75% for most schedules, certain specialized schedules may carry different rates. Confirm that the contractor has verified the applicable rate for each awarded SIN, as rates can vary within a single contract if multiple schedule types are involved.

Detail the IFF calculation and remittance process with procedural precision. The contractor must report all contract sales through the GSA Sales Reporting Portal on a quarterly basis, with reports due within 30 calendar days after the end of each calendar quarter. The IFF payment must accompany the sales report and is calculated by multiplying the total reported sales by the applicable IFF rate. Clarify that the IFF applies to the total purchase price paid by the ordering agency, including any agency-negotiated discounts or price reductions, but excluding any state or local sales taxes that may be separately invoiced. Emphasize that the IFF is the contractor's obligation and may not be passed through to ordering agencies as a separate line item or added to the contract price.

Address the consequences of IFF non-compliance with appropriate severity. Include explicit language stating that failure to submit timely and accurate sales reports, failure to remit the IFF when due, or submission of false sales data may result in contract termination for cause, referral to GSA's Office of Inspector General for investigation, debt collection proceedings including interest and penalties, and potential suspension and debarment from federal contracting. Specify that the government reserves the right to audit the contractor's sales records to verify the accuracy of reported sales and IFF payments, and that the contractor must maintain adequate accounting records to support such audits for a minimum of three years after final payment under the contract.

Trade Agreements Act Compliance Framework

Establish comprehensive Trade Agreements Act (TAA) compliance provisions that address both initial certification and ongoing compliance obligations. The TAA requires that all products furnished under GSA Schedule contracts be either manufactured in the United States or substantially transformed in a TAA-designated country. Your draft must include the contractor's certification that all products offered under the contract meet TAA requirements, with specific identification of the country of origin for each product or product category.

For products that contain components from multiple countries, provide a detailed substantial transformation analysis that demonstrates compliance with TAA requirements. Substantial transformation occurs when a product is transformed into a new and different article of commerce with a distinct name, character, or use. The analysis must identify the countries where components are manufactured, describe the manufacturing or assembly processes performed in TAA-designated countries, and explain how these processes constitute substantial transformation under applicable case law and regulatory guidance. If the contractor relies on specific Customs and Border Protection rulings or precedential decisions to support its substantial transformation analysis, cite these authorities with complete precision.

Address the contractor's ongoing TAA compliance obligations throughout the contract period. The contractor must immediately notify the Contracting Officer if any change in manufacturing location, supply chain, or production process affects the TAA compliance status of any product. Include provisions requiring the contractor to maintain documentation supporting TAA compliance, such as manufacturer certifications, country of origin declarations, and substantial transformation analyses, and to make this documentation available to the Contracting Officer upon request. Specify the consequences of TAA non-compliance, including the government's right to reject non-compliant products, require the contractor to replace non-compliant products with compliant alternatives at no additional cost to the government, and terminate the contract for cause if the contractor cannot provide compliant products.

Federal Acquisition Regulation Integration

Incorporate all mandatory FAR clauses by reference with a comprehensive incorporation clause that specifies the exact FAR sections applicable to this contract. Rather than reproducing the full text of each FAR clause, which would create a voluminous and difficult-to-maintain contract document, use the standard incorporation by reference approach that identifies each applicable FAR clause by number, title, and date. Organize the incorporated clauses by FAR part, beginning with Part 52.212 clauses applicable to commercial item acquisitions, followed by Part 52.204 clauses addressing administrative matters, Part 52.232 clauses governing payment terms, and all other applicable FAR parts.

Ensure that the incorporation clause includes the full text of FAR 52.212-4 (Contract Terms and Conditions—Commercial Products and Commercial Services) and FAR 52.212-5 (Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Products and Commercial Services), as these clauses serve as the foundation for incorporating additional FAR provisions. Verify that all clauses identified in FAR 52.212-5 as applicable to this acquisition are properly incorporated, including clauses addressing equal opportunity, affirmative action, whistleblower protections, and other statutory requirements.

Address the GSA-specific terms and conditions that supplement the FAR requirements. Incorporate the current version of the General Services Administration Acquisition Regulation (GSAR) clauses applicable to Schedule contracts, including GSAR 552.238-74 (Industrial Funding Fee and Sales Reporting), GSAR 552.238-81 (Price Reductions), and GSAR 552.238-82 (Modifications). Include the complete GSA Schedule Terms and Conditions document by reference, specifying the exact version and date to ensure clarity regarding which terms apply. Note that GSA periodically updates the Schedule Terms and Conditions through mass modifications, and the contract should reference the version in effect at the time of contract award unless a subsequent mass modification explicitly updates these terms.

Information Technology and Cybersecurity Requirements

For contracts involving information technology products or services, establish comprehensive Section 508 accessibility compliance requirements. Section 508 of the Rehabilitation Act requires that electronic and information technology procured by federal agencies be accessible to individuals with disabilities. Your draft must include the contractor's certification that all IT products and services offered under the contract comply with the applicable Section 508 standards as set forth in 36 CFR Part 1194, or alternatively, that the contractor has identified specific products or features that do not meet Section 508 standards and has provided this information in the Voluntary Product Accessibility Template (VPAT) or equivalent accessibility documentation.

Detail the contractor's obligation to provide current and accurate accessibility documentation for all IT products and services. Specify that the contractor must maintain VPATs or equivalent accessibility conformance reports for each product, update these documents when product features or accessibility capabilities change, and make the documentation readily available to ordering agencies during the procurement process. Address the ordering agency's right to require accessibility testing or validation, and clarify that the contractor's accessibility representations are material terms of the contract subject to the False Claims Act and other remedies for misrepresentation.

Establish robust cybersecurity requirements that address the evolving threat landscape and federal cybersecurity mandates. The contract must incorporate compliance with National Institute of Standards and Technology (NIST) cybersecurity frameworks, including NIST SP 800-171 for contractors handling Controlled Unclassified Information (CUI) and NIST SP 800-53 security controls where applicable to the contractor's systems and services. Specify the contractor's obligation to implement and maintain appropriate security controls, conduct regular security assessments, and maintain current cybersecurity certifications such as FedRAMP authorization for cloud services.

Include comprehensive cyber incident reporting requirements that align with federal incident response protocols. The contractor must report any cyber incident that affects federal information, federal information systems, or the contractor's ability to perform under the contract to the Contracting Officer and the appropriate federal incident response authorities within the timeframes specified in applicable regulations (typically within 72 hours of discovery). Define what constitutes a reportable cyber incident, specify the information that must be included in the incident report, and address the contractor's obligation to cooperate with federal incident response and forensic investigation activities. Clarify that the contractor's failure to report cyber incidents or to implement required security controls may result in contract termination, suspension of access to federal systems, and referral for suspension and debarment proceedings.

Subcontracting and Flow-Down Obligations

Establish clear requirements for subcontracting arrangements and the flow-down of contract terms to subcontractors. While GSA Schedule contracts permit subcontracting, the prime contractor retains full responsibility for contract performance and compliance with all contract terms. Your draft must specify that the contractor may not subcontract any portion of the contract without ensuring that all applicable contract terms, including FAR clauses, GSA-specific requirements, TAA compliance obligations, and cybersecurity requirements, are flowed down to subcontractors through legally binding subcontract agreements.

Detail the specific contract terms that must be incorporated into subcontracts, including all FAR clauses identified as requiring flow-down to subcontractors, the Industrial Funding Fee obligation (clarifying that the prime contractor remains responsible for IFF payment on all contract sales regardless of subcontractor involvement), Trade Agreements Act compliance requirements, Section 508 accessibility standards for IT subcontractors, cybersecurity and incident reporting requirements, and any SIN-specific compliance obligations. Specify that the contractor must maintain documentation demonstrating that required terms have been flowed down to subcontractors and must make this documentation available to the Contracting Officer upon request.

Address the contractor's obligation to monitor subcontractor performance and compliance throughout the contract period. The prime contractor must implement appropriate oversight mechanisms to ensure that subcontractors maintain compliance with all flowed-down requirements, must promptly notify the Contracting Officer of any subcontractor compliance issues that may affect contract performance, and must take corrective action to address subcontractor deficiencies. Clarify that the government reserves the right to require the contractor to remove and replace any subcontractor that fails to meet contract requirements or whose continued participation poses a risk to contract performance or federal interests.

Contract Administration and Audit Rights

Establish comprehensive contract administration provisions that address the ongoing relationship between the contractor and GSA throughout the contract period. Identify the designated Contracting Officer and Contracting Officer's Representative (if applicable) who will serve as the primary points of contact for contract administration matters. Specify the procedures for contract modifications, including the requirement that all modifications be executed through bilateral written modification signed by the Contracting Officer, with the exception of unilateral modifications issued by the government for administrative changes or option period exercises.

Detail the government's audit rights with sufficient breadth to enable effective contract oversight and compliance verification. The government reserves the right to audit the contractor's records relating to contract performance, pricing, sales reporting, IFF payments, TAA compliance, and any other matter relevant to contract administration. Specify that the contractor must maintain complete and accurate records supporting all contract activities for a minimum of three years after final payment under the contract, or longer if specified in applicable FAR clauses or if audit or litigation is pending. Address the contractor's obligation to provide the government and its authorized representatives with timely access to records, facilities, and personnel necessary to conduct audits and investigations.

Include provisions addressing contract disputes and the administrative resolution process. Incorporate by reference the FAR disputes clause (FAR 52.233-1) and specify that all disputes arising under or relating to the contract must be resolved in accordance with the Contract Disputes Act. Clarify that the contractor must continue performance during the pendency of any dispute unless the Contracting Officer directs otherwise, and that the contractor's failure to continue performance may constitute a material breach of contract. Address the requirement for the contractor to submit any claim under the contract in accordance with FAR requirements, including the certification requirements for claims exceeding $100,000.

Delivery, Performance, and Quality Assurance

Establish clear performance standards and delivery requirements that will govern task and delivery order execution under the Schedule contract. While specific delivery terms will be negotiated at the order level, the contract must establish baseline performance expectations and quality standards that apply to all orders. Specify standard delivery timeframes for each product category or service type, noting that ordering agencies may negotiate expedited delivery for specific orders. Address the contractor's obligation to maintain adequate inventory, production capacity, or service delivery capability to meet reasonably anticipated government demand throughout the contract period.

Detail quality assurance requirements that ensure the government receives products and services that meet contract specifications and federal standards. For products, specify that all items must be new, current model, and conform to the manufacturer's published specifications unless otherwise specified in the contract. For services, establish professional standards and qualifications for personnel who will perform contract services, including any required certifications, licenses, or security clearances. Address the government's right to inspect and test products, to evaluate service performance, and to reject non-conforming products or services.

Include warranty provisions that provide the government with appropriate remedies for defective products or inadequate service performance. For products, specify the applicable manufacturer's warranty and any additional contractor warranties, the process for warranty claims, and the contractor's obligation to repair or replace defective items. For services, address the contractor's obligation to re-perform deficient services at no additional cost to the government and to implement corrective action to prevent recurrence of performance deficiencies. Clarify that warranty obligations survive contract completion and final payment, and that the government's acceptance of products or services does not waive the government's rights under applicable warranties.

Output Format and Documentation Requirements

Your final deliverable must be a complete, professionally formatted GSA Schedule Contract document ready for execution by the Contracting Officer and contractor. The document must follow standard federal contract formatting conventions with clear section numbering, appropriate headings and subheadings, and a logical organizational structure that facilitates reference and administration. Include a comprehensive table of contents with section and subsection references, and ensure that all cross-references within the contract are accurate and complete.

Provide a detailed contract summary or cover sheet that identifies all essential contract elements including the contract number (to be assigned by GSA), the contractor's legal name and UEI, the schedule designation and awarded SINs, the period of performance including base and option periods, the total contract ceiling if applicable, and the names and contact information for the Contracting Officer and the contractor's authorized representative. This summary serves as a quick reference for contract administrators and ordering agencies.

Include all required certifications and representations, either in the body of the contract or as incorporated attachments. These must include the contractor's certification of compliance with all applicable laws and regulations, representations regarding business size and socioeconomic status, certifications regarding the prohibition on certain telecommunications equipment (FAR 52.204-24 and 52.204-25), and any other certifications required by the FAR or GSA-specific regulations. Ensure that all certifications are current and accurately reflect the contractor's status as of the contract effective date.

Append the complete GSA Authorized Price List as an integral part of the contract, formatted according to GSA requirements with all mandatory pricing elements clearly displayed. The price list must be organized by SIN, with each product or service clearly identified and priced. Include any applicable terms and conditions specific to individual products or services, such as geographic limitations, minimum order quantities, or special ordering procedures.

Your draft must demonstrate mastery of federal procurement law, GSA Schedule program requirements, and commercial contracting best practices. Every provision must serve a clear legal or administrative purpose, and all regulatory requirements must be satisfied with precision. The resulting contract must protect the government's interests while providing a clear and administrable framework for commercial transactions between the contractor and federal ordering agencies.