The prime’s flow-down terms run to sixty pages and we agreed to them because we wanted the work.
Defence supply chains push obligations downwards: flow-down clauses, security requirements, export control obligations and audit rights that a smaller supplier accepts in order to win a place. We own the contract layer, and we are explicit about the parts that require specialist counsel because the consequences of getting them wrong are criminal rather than commercial.
Dinmore Bell acts as the outsourced General Counsel for defence suppliers: subcontracts and flow-down terms, MOD contract conditions, IP and background rights, supplier agreements, and coordination of the specialists who handle export control and security matters. It is a retained function on a fixed monthly fee.
How we own it
Flow-down terms, read and negotiated
What the prime passes down is drafted for the prime. Much of it is non-negotiable and some of it is not, and knowing which is which is worth real money — particularly on liability, IP and audit.
Background IP that stays yours
Defence contracting is where suppliers most often give away the technology they arrived with. We separate background from foreground rights clearly, in the contract, before the first deliverable.
Obligations you can actually meet
Security, quality, reporting and audit obligations checked against what your business can genuinely do. An obligation accepted and not met is worse than one negotiated down at the outset.
Where specialists come in
The boundaries in this sector carry criminal rather than commercial consequences, so they are stated plainly. We do not advise on strategic export controls or licensing under the Export Control Act 2002 and the Export Control Order 2008 — those matters are referred to specialist export control counsel and, where required, to the Export Control Joint Unit. We do not advise on the US International Traffic in Arms Regulations or the Export Administration Regulations, which are matters for qualified US counsel. We do not hold, handle or advise on material classified above OFFICIAL unless separately cleared and agreed in writing, and we do not advise on the Official Secrets Acts or the National Security and Investment Act 2021, which are referred to specialist counsel. Contentious matters and any proceedings are conducted by regulated lawyers. We instruct, brief and coordinate each of these specialists, hold the budget, and remain accountable for the commercial outcome.
Services we run here
- Can you advise on export licences?
- No. Strategic export control is criminal law with a specialist bar, and we refer it to export control counsel. What we do is identify where in your contracts and supply chain the question arises, brief the specialist properly, and hold the timetable.
- Do you hold security clearance?
- Not as standard, and we will not imply otherwise. We work at OFFICIAL. Where an engagement requires clearance or handling of material above that level, it is agreed separately in writing or the work is done by cleared specialists.
- Can you negotiate with a prime on our behalf?
- Yes. That is the core of the work, and it is usually where the value is: the commercial terms, the liability position, the IP split and the audit rights are all negotiable more often than suppliers assume.