AS-2604_Vendor Lock-In Protections_SIGNED_04-23-2026.pdf

PRESCRIPTION: USE THIS CLAUSE IN ALL SOLICITATIONS AND CONTRACTS

ABOVE THE MICROPURCHASE THRESHOLD.

AS- 2604 Vendor Lock-In Protections

Contractors must implement safeguards to ensure long-term agency control over systems, data, and Artificial Intelligence (AI) Systems, AI Services, and AI models (collectively, AI Systems).

A list of AI Definitions can be found on the AI@HUD page on hud.gov.

1. Open Standards.

To the extent possible, all AI Systems, platforms, and formats provided or used under the contract must utilize open standards and support interoperability. Contractor shall provide documentation demonstrating use of open standards and interoperability.

2. Knowledge Transfer

The Contractor shall provide comprehensive documentation, training, workflows, integrations, system maps, collateral, and technical knowledge transfer to enable agency personnel or successor contractor(s) to effectively manage, operate, and update the AI

System delivered under the contract or used to perform the contract.

3. Data and Model Portability

The Contractor shall ensure that all data, metadata, models, configuration files, and associated artifacts created, modified, or used under the contract are provided to the

Government in a machine-readable, non-proprietary format that supports full portability to alternate environments, the Government, or successor contractors.

4. Government Rights to Code and Models

All custom-developed code, AI Systems, AI models, and deliverables; all Government queries, prompts, and resultant outputs created under this contract shall be provided to the

Government with sufficient rights for operational use, continued development, inspection, and reuse in accordance with applicable federal data and IP policies.

5. Licensing Transparency

The Contractor shall disclose all licensing terms, including any third-party software, components, or dependencies used. Terms must clearly delineate the Government’s usage rights, renewal options, and cost implications. The Contractor must clearly identify where the

Contractor, a third-party, or the Government is the licensee or entitlement holder to a license.

6. Pricing Transparency

The Contractor shall provide clear and itemized pricing structures for all services, software components, and ongoing support, including projected future costs for upgrades, extensions, or transitioning services to another vendor.

7. Transition Support

Upon expiration or termination of the contract, the Contractor shall support a smooth transition to an alternative provider or internal government capability, including delivery of all necessary documentation, collateral, tools, and assistance.

https://www.hud.gov/ai

8. Subcontractor Compliance:

The Contractor shall flow down all vendor lock-in protection requirements to its subcontractors that are providing AI components and/or AI Systems under this contract and/or utilizing AI components and/or AI Systems in performance under this contract.

The Contractor shall provide an estimate of the cost to bring the AI System or AI Service into compliance with applicable Government requirements. Based on this information, the

Government will determine whether to continue, modify, or discontinue use of the AI System and/or AI Service.

The Contractor’s failure to adhere to the requirements of this agency specific clause could result in the Government exercising any rights available under the terms of the contract, including assessment of disincentives, liquidated damages, and/or actual damages, as appropriate. The

Government reserves the right to stop work on this contract pursuant to this clause until the

Contractor demonstrates compliance with this requirement.

End Clause

X Francine L. Hemphill

Chief Procurement Officer