The Policy Has Landed
The Department of Defense has released its long-anticipated policy on Intellectual Property Acquisition and Licensing (DoDI 5010.44). As outlined in the JD Supra summary, the directive codifies how program offices are expected to plan for, negotiate, and manage vendor IP—everything from technical data to software and patents.
Why does this matter? Because IP is now viewed as critical mission capability. Sustainment, upgrades, and modular open systems approaches all hinge on the rights DoD can obtain up front. That means contractors—prime or sub, hardware or software—must make sure their contract language tracks the new rules.
Key Takeaways for Industry
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Early and Tailored Negotiations
The directive encourages programs to lock down required data and software rights early. Boilerplate unlimited-rights grants buried in a statement of work could come back to haunt you. -
Document Funding Sources
The new policy leans on the statutory framework that ties scope of DoD rights to funding. Keep clean records of IR&D and private-expense work so you can substantiate limited or restricted rights. -
Clarify Marking and Legends
Improper legends are now far more likely to be challenged. Make sure your templates reference DFARS 252.227-7013/-7014 and the new policy language. -
Align Flow-Downs
Subcontractors and commercial off-the-shelf suppliers must pass along the same rights the prime is promising. Flow-down terms should be explicit, not assumed. -
Plan for Modular Open Systems
Programs embracing the DoD's new Modular Open Systems Approach (MOSA) may demand interface data or source code to enable third-party upgrades. Decide in advance what you will deliver and how you will price those rights.
Practical Next Steps
• Audit Your Templates: Review NDAs, teaming agreements, license addenda, and standard Ts&Cs for consistency with the new directive.
• Train the Capture Team: Proposal writers must understand the difference between limited, government-purpose, and unrestricted rights.
• Coordinate With Export & Cyber Leads: IP markings intersect with CUI, ITAR, and cybersecurity obligations. A unified compliance approach is safer—and cheaper—than a retrofit.
• Engage Counsel Early: The policy rewards early, data-driven negotiation. Legal and engineering teams should collaborate before RFP release, not after award.
The Pentagon’s latest guidance signals that future awards will increasingly hinge on who can offer the right capability and the right IP package. A quick scrub of your boilerplate today could prevent a painful—and expensive—re-write tomorrow.
