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Legal text for SACC item

9076   00     (01/12/92)    Services


Supply and Services Canada   

01     Interpretation
02     Agreement for Services
03     Powers of the Minister
04     Assignment and Subcontracting
05     Conduct of Work
06     Time of Essence
07     Crown Property
08     Conditions Precedent to Payment
09     Indemnity Against Claims
10     Inspection
11     Canada to Own Copyright 
12     Further Assurances
13     Title on Progress Payments
14     Title
15     Termination, Suspension, Change
16     Default
17     Notice
18     Accounts
19     No Bribe
20     Use of Canadian Labour and Materials (CANCELLED)
21     Labour and Health Conditions
22     Members of the House of Commons
23     Security and Protection of Work
24     Representations and Amendments



9076   01     (01/06/91)    Interpretation


       (1)    In the Contract,

              (a)    "Contract" means:

                     (i)    the document, signed by the parties, entitled "
                            Contract" to which these General Conditions are 
                            attached;

                     (ii)   the general conditions; and

                     (iii)  every other document specified in, or referred 
                            to in the "Contract" as forming part of the 
                            Contract;   

              (b)    "government issue" means everything that may be 
                     furnished to the Contractor by or on behalf of Canada 
                     for the purpose of the Contract;

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

              (d)    "Minister" means the Minister of Supply and Services 
                     and any other person authorized to act on the 
                     Minister's behalf;

              (e)    "Contract Price" means the amount expressed in the 
                     Contract to be payable to the Contractor for the work;   

              (f)    "work" means the services required to be provided or 
                     performed by the Contractor under the Contract and 
                     includes such items as reports, documents and other 
                     information prepared or acquired in fulfilment of the 
                     Contract;   

              (g)    "Canada", "Crown", "Her Majesty" or "the Government" 
                     mean Her Majesty the Queen in right of Canada;

              (h)    words in the singular include the plural and words in 
                     the plural include the singular. 

       (2)    Where there is a conflict, the provisions of the Contract 
              shall prevail over the provisions of these General conditions.  

9076   02     (01/06/91)    Agreement for Services


       This is a Contract for the performance of a service and the 
       Contractor is engaged as an independent Contractor for the sole 
       purpose of providing a service. Neither the Contractor nor any of 
       its personnel is engaged as an employee, servant or agent of Canada. 
       The Contractor further agrees to be solely responsible for any and 
       all payments and/or deductions required to be made respecting 
       Unemployment Insurance, Workmen's Compensation, Income Tax or such 
       payment deductions falling within this particular category.  

9076   03     (01/06/91)    Powers of the 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.  

9076   04     (01/06/91)    Assignment and Subcontracting


       (1)    The Contractor may not assign the Contract or Subcontract any 
              portion of the work without the prior written consent of the 
              Minister, except that the Contractor may subcontract, without 
              prior written consent, such portions of the work as is 
              customary in the carrying out of similar Contracts.  

       (2)    No assignment or subcontract shall relieve the Contractor 
              from any obligation under the Contract or impose any 
              liability upon Canada or the Minister to an assignee or 
              subcontractor.  

       (3)    Subject to the preceding provisions of this section, the 
              Contract shall inure to the benefit of and shall be binding 
              upon the successors and assigns of Canada and of the 
              Contractor.  

9076   05     (01/06/91)    Conduct of Work


       (1)    The Contractor shall:  

              (a)    perform the work promptly;   

              (b)    perform the work efficiently in accordance with 
                     standards of quality acceptable to the Minister;   

              (c)    perform the work in full conformity with all 
                     requirements of the Contract; and  

              (d)    provide effective and efficient supervision to ensure 
                     that the quality of the workmanship is as stated in 
                     the Contract.  

       (2)    The Minister or the Inspector shall have access to the work 
              at all times where any part of the work is being carried out, 
              and make inspections of the work when the Minister or the 
              Inspector may think fit.  

       (3)    The Minister shall have access to all books, accounts and 
              other information in the Contractor's possession relating to 
              the work called for in the Contract.  

       (4)    The work shall not be performed by any person who, in the 
              opinion of the Minister or the Inspector, is incompetent or 
              has been conducting himself/herself improperly and the 
              Contractor shall not permit such person to remain on the site 
              of the work.   

9076   06     (01/06/91)    Time of Essence


       Time shall be deemed to be of the essence of the Contract provided 
       that the time for completing any of the work which has been or is 
       likely to be delayed by reason of force majeure or other cause 
       beyond the reasonable control of the Contractor shall be extended by 
       a period equal to the length of the delay so caused, provided that 
       prompt notice in writing of the occurrence causing or likely to 
       cause such delay is given to the Minister.   
 
9076   07     (01/06/91)    Crown Property


       (1)    Government issue shall be used by the Contractor only for the 
              purpose of the Contract and title thereto shall remain 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)    Any government issue that is not incorporated into the work 
              shall be returned to Canada upon demand in the same condition, 
              except for ordinary wear and tear, 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 its control and 
              the Contractor shall be responsible for any loss or damage, 
              ordinary wear and tear excepted, resulting from its failure 
              to do so.   

9076   08     (01/06/91)    Conditions Precedent to Payment


       No payment shall be made to the Contractor unless and until invoices, 
       inspection notes and all other documents prescribed from time to 
       time by the Minister or Inspector, are submitted in accordance with 
       the terms of the Contract or instructions of the Minister.   

9076   09     (01/06/91)    Indemnity Against Claims


       Except as otherwise provided in the Contract, the Contractor shall 
       indemnify and save harmless Canada and the Minister from and against 
       all claims, damages, loss, costs and expenses 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 of infringement of patent or copyright in performing 
              the Contract or as a result of the use of the work by Canada.  

9076   10     (01/06/91)    Inspection


       All work shall be subject to inspection by the Inspector prior to 
       acceptance. Should the work be defective in materials or workmanship 
       or otherwise not be in accordance with the requirements of the 
       Contract, the Inspector shall have the right to reject the work or 
       to require its correction. Inspection by the Inspector shall not 
       relieve the Contractor from responsibility for defects or other 
       failure to meet the requirements of the Contract. The Contractor 
       agrees to accept and be bound by the Inspector's interpretation of 
       the meaning of the work.  
 
9076   11     (01/12/92)    Canada to Own Copyright 


       (1)    In this section,

              (a)    "Material" includes anything that is prepared, 
                     developed or conceived by the Contractor as part of 
                     the Work under the Contract, and in which copyright 
                     subsists, but does not include computer programs and 
                     related software documentation;

              (b)    "moral rights" has the same meaning as in the 
                     Copyright Act, R.S.C. 1985, c. C-42.

       (2)    Copyright in the Material shall vest in Canada.

       (3)    At the completion of the Contract, or at such other time as 
              the Contract or the Minister may require, the Contractor 
              shall fully and promptly disclose to the Minister all 
              Material prepared, developed or conceived under the Contract.

       (4)    Where copyright in any Material vests in Canada under the 
              Contract, the Contractor shall execute such conveyances and 
              other documents relating to title or copyright as the 
              Minister may require.

       (5)    The Contractor shall not use, copy, divulge or publish any 
              Material except as it is necessary to perform the Contract.

       (6)    At the request of the Minister, the Contractor shall provide 
              to Canada, at the completion of the Contract, or at such 
              other time as the Minister may require, a written permanent 
              waiver of moral rights, in a form acceptable to the Minister, 
              from every author that contributed to the Material.

       (7)    If the Contractor is the author of the Material, the 
              Contractor hereby permanently waives the Contractor's moral 
              rights in respect of the Material.

       (8)    The Contractor shall indemnify and save harmless Canada and 
              the Minister from and against all claims, damages, loss, 
              costs and expenses relating to the exercise by any person of 
              moral rights in respect of the Material.

9076   12     (01/12/92)    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 Canada.  

9076   13     (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.  
 
9076   14     (01/06/91)    Title


       Title to the work shall vest in Canada upon acceptance, unless 
       already so vested under any provision of the Contract.   

9076   15     (01/06/91)    Termination, Suspension, Change


       (1)    The Minister may, by giving notice to the Contractor, 
              terminate or suspend the Contract as regards all or any part 
              of the work, or change 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 notice.  

       (2)    When, as a result of a notice mentioned in subsection (1):  

              (a)    any suspension or change in the scope of the work 
                     results in an increase or decrease in the cost 
                     directly related to the performance of the Contract, 
                     the price of the Contract shall be adjusted by the 
                     amount of such increase or decrease in cost; or,  

              (b)    the work or any portion of the work is terminated, the 
                     Contractor shall be paid a reasonable price for 
                     performing any of the work that has been completed at 
                     the time of termination and any other cost directly 
                     and necessarily incurred as a result of the 
                     termination, but in no event shall the aggregate of 
                     the price paid to date and any amounts payable 
                     pursuant to this paragraph exceed the total Contract 
                     Price.  

9076   16     (01/06/91)    Default


       (1)    If the Contractor is in default in carrying out any of the 
              terms, conditions, covenants or obligations of the Contract, 
              or has made a false representation or warranty, or if the 
              Contractor becomes bankrupt or insolvent, or has a receiving 
              order made against it, or makes an assignment for the benefit 
              of creditors, or if the Contractor takes the benefit of any 
              statute for the time being in force relating to bankrupt or 
              insolvent debtors, the Minister may, by giving notice in 
              writing to the Contractor, terminate the whole or any part of 
              the Contract. Upon the giving of such notice, the Contractor 
              shall have no claim for any further payment save as 
              hereinafter provided, but shall remain liable to Canada by 
              reason of the default or occurrence upon which such notice 
              was based.  

       (2)    If after notice of termination of the Contract under the 
              provisions of subsection (1) of this section, it is 
              determined by the Minister 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 15 (Termination, Suspension, Change) of 
              these general conditions and the rights and obligations of 
              the parties hereto shall be governed by that section.  

       (3)    Upon termination of the Contract under this section, the 
              Minister may require the Contractor to deliver to Canada, in 
              the manner and to the extent directed by the Minister, 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 fee 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 
              subsection (3) exceed the total Contract price.  

9076   17     (01/06/91)    Notice


       Where in the Contract any notice is required to be given, it shall 
       be in writing and may be sent by ordinary or registered mail, by 
       telegram or by telex 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, as shown by the records of the Minister; or,  

       (b)    in the case of the Minister, addressed to the director of the 
              procurement branch of the Department of Supply and Services 
              (DSS) administering the Contract at his/her normal business 
              address, 

       and any notice shall be deemed to have been given if by ordinary 
       mail, when in the ordinary course the letter should have reached its 
       destination; by registered mail, when the Postal Receipt is 
       acknowledged by the other party; by telegram, when transmitted by 
       the carrier; and, by telex, when transmitted.  

9076   18     (01/06/91)    Accounts


       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 (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.  

9076   19     (01/06/91)    No Bribe


       The Contractor represents and warrants that, 

       (a)    no bribe, gift or other inducement has been paid, given, 
              promised or offered to any person for, or with a view to the 
              obtaining of the Contract by the Contractor; and  

       (b)    it has not employed any person to solicit or secure the 
              Contract upon any agreement for a commission, percentage, 
              brokerage or contingent fee; and  

       (c)    it has no pecuniary interest in the business of any third 
              party that would affect its objectivity in carrying out the 
              work.  
 
9076   20     (01/04/92)    Use of Canadian Labour and Materials


       CANCELLED

9076   21     (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.  

9076   22     (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.  

9076   23     (01/04/92)    Security and Protection of Work


       (1)    The Contractor shall keep confidential all information 
              provided to the Contractor by or on behalf of Canada in 
              connection with the work, and all information developed by 
              the Contractor as part of the work, and shall not disclose 
              any such information 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 subcontract.  This section does not apply to any 
              information that:   

              (a)    is publicly available from a source other than the 
                     Contractor; or  

              (b)    is or becomes known to the Contractor from a source 
                     other than Canada, except any source that is known to 
                     the Contractor to be under an obligation to Canada not 
                     to disclose the information.        

       (2)    When the Contract, the work, or any information referred to 
              in subsection (1) is identified as TOP SECRET, SECRET, 
              CONFIDENTIAL or PROTECTED by 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 DSS Industrial Security Manual and its 
              supplements and any other instructions issued by the Minister.    

       (3)    Without limiting the generality of subsections (1) and (2), 
              when the Contract, the work, or any information referred to 
              in subsection (1) is identified as TOP SECRET, SECRET, 
              CONFIDENTIAL or PROTECTED by 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.  
 
9076   24     (01/06/91)    Representations and Amendments


       The Contract contains the entire agreement between the parties and 
       there are no representations, covenants, conditions or warranties 
       forming part of the Contract other than those included therein. No 
       amendment of the Contract shall have any force or effect unless 
       reduced to writing and signed by the parties hereto.