ARCHIVED Universities and other Institutions

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Legal text for SACC item

1053   00     (01/12/00)    Universities and Other Institutions

Public Works and Government Services Canada

01     Interpretation
02     Powers of Minister
03     Assignment and Subcontracting
04     Conduct of Work
05     Crown Property
06     Publication Rights
07     Ownership of Patents and Use of
08     Title on Progress Payments
09     Termination, Suspension, Change
10     Notice
11     Accounts
12     Indemnity Against Claims
13     Further Assurances
14     No Bribe, etc.
15     Labour and Health Conditions
16     Members of the House of Commons
17     Security and Protection of the Work 
18     Certification - Contingency Fees
19     Default
20     Interest on Overdue Accounts

1053   01     (16/02/98)    Interpretation

1.     In the Contract,

       "Agreement" means the document, signed by the parties in each case, 
       that refers to these general conditions;

       "Canada", "Crown", or "Her Majesty" mean Her Majesty the Queen in 
       right of Canada;

       "Contract" includes the Agreement, these general conditions and 
       every other document referred to in the Agreement as forming part of 
       the Contract;

       "Government Issue" includes everything that may be furnished to the 
       Contractor by or on behalf of Canada for the purposes of the 

       "invention" means any new and useful art, process, machine, 
       manufacture or composition of matter, or any new and useful 
       improvement thereof;

       "Minister" means the Minister of Public Works and Government 
       Services and any other person authorized to act on his behalf;

       "Work" means everything required to be furnished or performed by the 
       Contractor under the Contract;

2.     Words importing male persons include female persons and corporations;

3.     Words in the singular include the plural and words in the plural 
       include the singular.

4.     Where there is a conflict, the provisions of the Agreement shall 
       prevail over the provision of these general conditions.

1053   02     (01/06/91)    Powers of Minister

The Minister is the agent of Canada for all purposes of the Contract.  
Nothing contained in or omitted from the Contract shall restrict any right 
or power of Canada or the Minister existing under any act of the Parliament 
of Canada or otherwise.  Every right or power of the Minister under the 
Contract or otherwise shall be cumulative and non-exclusive.

1053   03     (01/06/91)    Assignment and Subcontracting

1.     The Contractor may not assign the Contract without the prior written 
       consent of the Minister.

2.     The Contractor may subcontract any portion of the Work as is 
       customary in performing similar contracts but the Contractor may not 
       subcontract any other portion of the Work without the prior written 
       consent of the Minister.

3.     No assignment or subcontract relieves the Contractor from any 
       obligation under the Contract or impose any liability upon Canada or 
       the Minister to an assignee or subcontractor.

4.     Subject to the preceding provisions of this section, the Contract 
       shall have effect for the benefit of and shall be binding upon the 
       successors and assigns of Canada and of the Contractor.

1053   04     (01/06/91)    Conduct of Work

1.     The Contractor shall,

       (a)    perform the Work promptly;

       (b)    supervise the Work to ensure that it is performed efficiently, 
              in conformity with the requirements of the Contract and in 
              accordance with the highest standards of professional quality; 
       (c)    use only competent personnel to perform the Work.

2.     The Minister shall have access to the Work at all reasonable times.

1053   05     (16/02/98)    Crown Property

1.     Government Issue may be used by the Contractor only for the purposes 
       of the Contract and remains vested in Canada.  The Contractor shall 
       maintain a record of all Government Issue and, where practicable, 
       mark all items of Government Issue as being the property of Canada.

2.     Except for ordinary wear and tear, any government issue not 
       incorporated into the Work shall be returned to Canada upon demand 
       in the same condition as when furnished to the Contractor.

3.     The Contractor shall take reasonable and proper care of any property 
       vested in Canada while such property is in the possession of the 
       Contractor or subject to his control and he shall be responsible for 
       any loss or damage resulting from his failure to do so other than 
       loss or damage caused by ordinary wear and tear.

1053   06     (01/06/91)    Publication Rights

1.     In this section,

       (a)    "copyright work" means any work in which a copyright may 
              subsist, produced in or as a result of performing the 

       (b)    "publication" or "publish" do not include disclosure to an 
              academic supervisor or appraiser, for the sole purpose of 
              academic evaluation.

2.     Copyright in any copyright work vests in Canada but, in any 
       publication of such work by or on behalf of Canada, the contribution 
       of the Contractor and of the author shall be acknowledged.

3.     The Contractor and the author each shall have a royalty-free 
       non-exclusive license to publish or have published any copyright 
       work in the course of the normal dissemination of knowledge in the 
       subject field, but they shall not publish or have published any 
       copyright work during the performance of the contract or for a 
       period of three (3) months thereafter without the prior written 
       consent of the Minister.

4.     Any copyright work published by or on behalf of the Contractor or 
       the author shall acknowledge that the Work was performed under 
       Contract with Canada, unless the Minister gives notice to the 

1053   07     (01/06/91)    Ownership of Patents and Use of Technical 

1.     Any technical report, photograph, drawing, plan, specification, 
       model, prototype, pattern or sample produced by the Contractor in 
       performing the Contract shall vest in Canada.  The Contractor shall 
       keep a record of everything mentioned in this subsection and account 
       to the Minister therefor.

2.     Any design, technical information, invention, method or process 
       conceived or developed or first actually reduced to practice in 
       performing the Contract shall vest in Canada.  The Contractor shall 
       fully and promptly disclose in writing to the Minister anything 
       mentioned in this subsection.

3.     Notwithstanding the provisions of section 06, the Contractor shall 
       not, except as it is necessary to perform the Contract, divulge or 
       publish any information in respect of anything mentioned in 
       subsection 2 of this section for a period of twelve (12) months 
       after disclosure shall have been made to the Minister in accordance 
       with that subsection.

4.     The Contractor shall have a royalty-free non-exclusive license to 
       use and exercise and have used and exercised any invention mentioned 
       in subsection 2 of this section for the academic and research 
       purposes of the Contractor.

1053   08     (01/06/91)    Title on Progress Payments

1.     Upon any payment made to the Contractor, whether it is made as a 
       progress payment, accountable advance or otherwise, in respect of 
       the Work or any portion of the Work, title to the Work or to any 
       portion in respect of which payment is made shall vest in Canada.

2.     Any vesting of title mentioned in subsection 1 shall not constitute 
       acceptance by Canada of the Work or any portion of the Work and 
       shall not relieve the Contractor of any obligation to perform the 
       work in accordance with the Contract.

1053   09     (01/06/91)    Termination, Suspension, Change

1.     The Minister may, by giving notice to the Contractor, terminate, 
       suspend or reduce the scope of the Work or any portion of the Work.  
       The Contractor shall immediately comply with the requirements of any 
       such notice and in so doing take every reasonable action that will 
       minimize the cost of performing the Contract and complying with the 

2.     When, as a result of a notice mentioned in subsection 1,

       (a)    any suspension or reduction in the scope of the work results 
              in an increase or decrease in the cost of performing the 
              Contract, the price of the Contract shall be adjusted 
              accordingly; and

       (b)    the Work or any portion of the Work is terminated, the 
              Contractor shall be paid the reasonable cost of performing 
              any of the work that has been performed at the time of 
              termination and any other cost directly and necessarily 
              incurred as a result of the termination.

3.     Where, as a direct result of the loss of any person having a unique 
       capability in relation to the Work, the Contractor is of the opinion 
       that the Contract cannot be performed, he shall immediately give 
       notice to the Minister of these circumstances and if the Minister is 
       of the opinion that the Contract cannot be performed and that such 
       loss was beyond the control of the Contractor, he shall terminate 
       the work in the manner mentioned in subsection 1.

1053   10     (16/02/98)    Notice

1.     Where in the Contract any notice is required to be given, it shall 
       be sent by registered mail or by telegram addressed to the party for 
       whom it is intended at the address mentioned in the Contract, and if 
       no address is mentioned in the Contract,

       (a)    in the case of the Contractor, addressed to his latest known 
              address; or

       (b)    in the case of the Minister, addressed to the Headquarters of 
              the Department of Public Works and Government Services,

       and any notice shall be deemed to have been given when it is sent.

1053   11     (01/06/91)    Accounts

1.     The Contractor shall,

       (a)    keep accounts and records of the cost of performing the 
              Contract and keep all documents relating to such cost and, 
              unless he obtains the prior written consent of the Minister 
              to otherwise dispose of such accounts, records and documents, 
              preserve them for a period of six (6) years from the end of 
              the calendar year in which the Contract is terminated or 
              completed; and

       (b)    on demand, produce to the Minister every account, record or 
              document mentioned in paragraph 1.(a) that may be required by 
              him and permit the Minister to examine, audit and take copies 
              and extracts from such accounts, records or documents.

1053   12     (01/06/91)    Indemnity against Claims

1.     The Contractor shall indemnify and save harmless Canada in respect 
       of any claim, loss, damage or expense relating to,

       (a)    any injury or death of a person, or loss of or damage to 
              property, caused or alleged to be caused as a result of 
              performing the Contract; and

       (b)    any lien, attachment, charge, encumbrance or similar claim 
              upon any property vested in Canada under the Contract; and

       (c)    any use or infringement of patented invention or copyright in 
              performing the Contract or as a result of the use of the work 
              by Canada.

1053   13     (01/06/91)    Further Assurances

Where title to any property of any description vests in Canada under the 
Contract, the Contractor shall execute such conveyances and other documents 
relating to title as the Minister may require to evidence the title of 

1053   14     (01/06/94)    No Bribe, Etc.

The Contractor warrants that no bribe, gift, or other inducement has been 
paid, given, promised or offered to any official or employee of Canada for, 
or with a view to, the obtaining of the Contract by the Contractor.

1053   15     (01/06/91)    Labour and Health Conditions

The Contractor shall comply with all labour conditions, and with all health 
conditions and requirements, from time to time applicable to the Work.

1053   16     (01/06/91)    Members of the House of Commons

No member of the House of Commons shall be admitted to any share or part of 
the Contract or to any benefit to arise therefrom.

1053   17     (16/02/98)    Security and Protection of the Work

1.     When the Contract, the Work, or any information provided to the 
       Contractor by or on behalf of Canada in connection with the Work, or 
       any information developed by the Contractor as part of the Work, is 
       Canada, the Contractor shall, at all times, take all measures 
       reasonably necessary for the safeguarding of the material so 
       identified, including those set out in the Department of Public 
       Works and Government Services Industrial Security Manual and its 
       supplements and any other instructions issued by the Minister.  
       Where this subsection applies, notwithstanding sections 06 and 07, 
       the Contractor shall keep confidential the material so identified, 
       and shall not disclose any such material to any person without the 
       written permission of the Minister, except that the Contractor may 
       disclose to a subcontractor, authorized in accordance with this 
       Contract, information necessary to the performance of the 

2.     Without limiting the generality of subsection 1, when the Contract, 
       the Work, or any information referred to in subsection 1 is 
       Canada, the Minister shall be entitled to inspect the Contractor's 
       premises and the premises of a subcontractor at any tier for 
       security purposes at any time during the term of the Contract, and 
       the Contractor shall comply with, and ensure that any such 
       subcontractor complies with, all written instructions issued by the 
       Minister dealing with the material so identified, including any 
       requirement that employees of the Contractor or of any such 
       subcontractor execute and deliver declarations relating to 
       reliability screenings, security clearances and other procedures.

1053   18     (06/06/94)    Certification - Contingency Fees

1.     The Contractor certifies that it has not directly or indirectly paid 
       or agreed to pay and covenants that it will not directly or 
       indirectly pay a contingency fee for the solicitation, negotiation 
       or obtaining of this Contract to any person other than an employee 
       acting in the normal course of the employee's duties.

2.     All accounts and records pertaining to payments of fees or other 
       compensation for the solicitation, obtaining or negotiation of the 
       Contract shall be subject to the Accounts and Audit provisions of 
       the Contract.

3.     If the Contractor certifies falsely under this section or is in 
       default of the obligations contained therein, the Minister may 
       either terminate this Contract for default in accordance with the 
       termination for default provisions of the Contract or recover from 
       the Contractor by way of reduction to the Contract Price or 
       otherwise the full amount of the contingency fee.

4.     In this section,

       "contingency fee" means any payment or other compensation that is 
       contingent upon or is calculated upon the basis of a degree of 
       success in soliciting or obtaining a government contract or 
       negotiating the whole or any part of its terms;

       "employee" means a person with whom the Contractor has an employer/
       employee relationship;
       "person" includes an individual or group of individuals, a 
       corporation, a partnership, an organization and an association and, 
       without restricting the generality of the foregoing, includes any 
       individual who is required to file a return with the registrar 
       pursuant to section 5 of the Lobbyist Registration Act R.S. 1985 c.44 
       (4th Supplement) as the same may be amended from time to time.

1053   19     (21/06/99)    Default

1.     If the Contractor is in default in fulfilling any of the terms, 
       conditions, covenants or obligations of the Contract, or has made a 
       false representation or warranty, Canada may, by giving notice in 
       writing to the Contractor, terminate the whole or any part of the 
       Contract. On the giving of such notice, the Contractor shall have no 
       claim for any further payment under the Contract.

2.     If after notice of termination of the Contract under the provisions 
       of paragraph 1 of this section, it is determined by Canada that the 
       default of the Contractor is due to causes beyond the control of the 
       Contractor, such notice of termination shall be deemed to have been 
       issued pursuant to section 09 (Termination, Suspension, Change) of 
       these General Conditions, and the rights and obligations of the 
       parties hereto shall be governed by that section.

3.     On termination of the Contract under this section, Canada may 
       require the Contractor to deliver to Canada, in the manner and to 
       the extent directed by Canada, any work which has not been delivered
       /performed and accepted prior to such termination. Subject to the 
       deduction of any claim which Canada may have against the Contractor 
       arising under the Contract or out of the termination, Canada shall 
       pay the Contractor for all such work delivered/performed pursuant to 
       such direction and accepted by Canada, the cost to the Contractor of 
       such work plus the proportionate part of any profit fixed by the 
       said Contract and shall pay or reimburse the Contractor the 
       reasonable and proper costs to the Contractor of all materials, 
       parts or work-in-
process delivered to Canada pursuant to such direction, but in no event 
shall the aggregate of the price paid to date of default and any amounts 
otherwise payable pursuant to this paragraph 3 exceed the total Contract 

1053   20     (01/12/00)    Interest on Overdue Accounts

1.     For the purposes of this section:

       "Average Rate" mea ns the simple arithmetic mean of the Bank Rates 
       in effect at 4:00 p.m. Eastern Standard Time each day during the 
       calendar month which immediately precedes the calendar month in 
       which payment is made, where the "Bank Rate" means the rate of 
       interest established from time to time by the Bank of Canada as the 
       minimum rate at which the Bank of Canada makes short term advances 
       to members of the Canadian Payments Association.

       "date of payment" means the date of the negotiable instrument drawn 
       by the Receiver General for Canada and given for payment of an 
       amount due and payable;

       an amount is "due and payable" when it is due and payable by Canada 
       to the Contractor in accordance with the terms of the Contract; and

       an amount becomes "overdue" when it is unpaid on the first day 
       following the day upon which it is due and payable.

2.     Subject to the Contract, Canada shall be liable to pay to the 
       Contractor simple interest at the Average Rate plus 3 percent per 
       annum on any amount that is overdue, from the date such amount 
       becomes overdue until the day prior to the date of payment, 
       inclusive. Interest shall be paid without notice from the Contractor.

3.     Canada shall not be liable to pay interest in accordance with this 
       section if Canada is not responsible for the delay in paying the 

4.     Canada shall not be liable to pay interest on overdue advance