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Legal text for SACC item

9224   00     (01/12/92)    Research and Development


Supply and Services Canada

01     Interpretation
02     Powers of the Minister
03     Status of the Contractor
04     Entire Agreement
05     Replacement of Personnel
06     Access to Work
07     Inspection
08     Warranty by Contractor
09     Security and Protection of Work
10     Representations
11     Subcontracts
12     Title
13     Ownership of Technical Documentation and Prototypes
14     Ownership of Inventions and Technical Information
15     Licence
16     Liens
17     Crown Property
18     Timeliness
19     Patent, Industrial Design and Copyright Claims
20     Indemnity against Third-Party Claims
21     Termination, Suspension, Change
22     Default
23     Amendments
24     Assignment
25     Authorities
26     Accounts
27     Audit
28     Changes to Taxes and Duties
29     Notices 


9224   01     (01/06/91)    Interpretation


       (1)    In the Contract, unless the context otherwise requires,

              "the Agreement" means the document, signed by the parties, 
              that refers to these General Conditions;

              "the Contract" means the Agreement, these General Conditions 
              and every other document referred to in the Agreement as 
              forming part of the Contract;

              "Contractor" is the party to the Contract which undertakes, 
              by entering into the Contract, to perform the Work;

              "Contract Price" means the amount expressed in the Contract 
              to be payable to the Contractor for the Work;

              "Cost" means cost determined by the Minister in accordance 
              with Contract Cost Principles, DSS-MAS 1031-2, as revised to 
              the date of the Contract, subject to any modification thereof 
              in the Agreement;

              "Crown Property" means

              (a)    everything furnished to the Contractor by or on behalf 
                     of Canada for the purpose of performance of the 
                     Contract, including Technical Information; and

              (b)    everything produced or acquired by the Contractor in 
                     any manner in connection with the Work, the cost of 
                     which is paid by Canada under the Contract;

              "Deliverables" means any Technical Documentation, Technical 
              Information, Prototypes, things or services expressly 
              required to be furnished or rendered by the Contractor in 
              order to carry out its obligations under the Contract;

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

              "herein", "hereby", "hereof", "hereunder" and similar 
              expressions, when used in any section, shall be understood to 
              relate to the Contract as a whole and not merely to the 
              section in which they appear;

              "Invention" means any new and useful art, process, 
              methodology, technique, machine, manufacture or composition 
              of matter, or any new and useful improvement thereof, whether 
              or not patentable;

              "Minister" means the Minister of Supply and Services and 
              includes his Deputy Minister and any Assistant Deputy 
              Minister and any duly authorized representative of the 
              Minister;

              "Prototypes" means prototypes, models, patterns and samples;

              "Science Procurement Officer" means the representative of the 
              Director of the Science Branch, Science and Professional 
              Services Directorate, Department of Supply and Services, duly 
              authorized by the Director to perform the functions and 
              duties assigned by the Contract to the Science Procurement 
              Officer, and includes "Science Contracting Officers" and "
              Senior Science Procurement Officers";
 
              "Scientific Authority" means the person designated as such in 
              the Contract to act as the representative of the Minister or 
              ministers for whose department or agency the Work is being 
              performed, or his duly authorized representative;

              "Subcontractor" means an individual (other than an employee 
              of the Contractor), firm or corporation having, as a result 
              of the Contract, a contract with the Contractor for the Work 
              or a part thereof, and includes a subcontractor of a 
              subcontractor;

              "Technical Documentation" means any and all recorded 
              information of a scientific or technical nature relating to 
              the Work, and includes all designs, technical reports, 
              photographs, drawings, plans, specifications, and computer 
              software, whether susceptible to copyright or not;

              "Technical Information" means any and all information of a 
              scientific or technical nature relating to the Work, 
              including experimental and test data, techniques, methods, 
              processes, know-how, inventions, magnetic tape, computer 
              memory printouts or data retained in computer memory, and any 
              other technical data in whatever form presented and whether 
              or not susceptible to copyright;

              "Work" means any or all of the activities and services 
              required to be provided or performed by the Contractor in 
              order to carry out its obligations under the Contract, 
              including the supply of Deliverables and the research and 
              development and related scientific activities described in 
              the Work Statement set out in the Agreement.

       (2)    In the event of any inconsistencies, the provisions of the 
              Agreement shall prevail over these General Conditions.

9224   02     (01/06/91)    Powers of the Minister


       Every right or power of the Minister under the Contract or otherwise 
       shall be cumulative and non-exclusive.

9224   03     (01/06/91)    Status of the Contractor


       This is a contract for research and development and related 
       scientific activities and for the performance of the Work. The 
       Contractor is engaged as an independent contractor for the sole 
       purpose of performing the Work. Neither the Contractor nor any of 
       its personnel is engaged as an employee, servant or agent of Canada. 
       The Contractor agrees to be solely responsible for any and all 
       deductions and remittances required to be made including those 
       required for Canada or Quebec Pension Plans, Unemployment Insurance, 
       Workmen's Compensation, or Income Tax.

9224


       The Contract constitutes the entire Agreement between the parties 
       with respect to the subject matter of the Contract and supersedes 
       all previous negotiations, communications and other agreements, 
       whether written or oral, relating to it, unless they are 
       incorporated by reference in the Contract. There are no terms, 
       obligations, covenants, representations, statements or conditions 
       other than those contained herein.
 
9224   05     (01/06/91)    Replacement of Personnel


       (1)    The Contractor shall provide the services of the personnel 
              named in the Contract to perform the Work, unless the 
              Contractor is unable to do so for reasons which are beyond 
              its control.

       (2)    Should the Contractor at any time be unable to provide their 
              services, it shall be responsible for providing replacement 
              persons who shall be of similar ability and attainment and 
              who shall be acceptable to both the Scientific Authority and 
              Science Procurement Officer. At least thirty (30) days, where 
              possible, in advance of the date upon which replacement 
              persons are to commence work, the Contractor shall notify in 
              writing both the Scientific Authority and the Science 
              Procurement Officer of:

              (a)    the reason for the removal of the named personnel from 
                     the Work;

              (b)    the names of the proposed replacement persons; and

              (c)    the qualifications and experience of the proposed 
                     replacement persons.

       (3)    In no event shall the Contractor allow performance of the 
              Work by unauthorized replacement persons.

       (4)    Acceptance of a replacement person by the Scientific 
              Authority and the Science Procurement Officer shall not 
              relieve the Contractor from responsibility for failure to 
              meet the requirements of the Contract.

9224   06     (01/06/91)    Access to Work


       (1)    The Minister and the Scientific Authority shall have access 
              at all reasonable times to the Work and to the premises where 
              any part of the Work is being performed, and may make such 
              examinations and tests of the Work as the Minister or 
              Scientific Authority may think fit. The Contractor shall 
              provide all assistance which the Minister or the Scientific 
              Authority may reasonably require for the performance of such 
              examinations or tests of the Work.

       (2)    The Contractor shall notify the Science Procurement Officer 
              and the Scientific Authority prior to the occurrence of any 
              critical test, trials or examinations of the Work required 
              under the Contract, as to the specific time and location of 
              such test, trial or examination.

9224   07     (01/06/91)    Inspection


       (1)    All the Deliverables furnished or rendered under the Contract 
              shall be subject to inspection by the Scientific Authority 
              prior to acceptance.

       (2)    Should a Deliverable or any portion thereof not be in 
              accordance with the requirements of the Contract, the 
              Scientific Authority shall have the right to reject it or 
              require its correction.

       (3)    The Contractor shall adhere to the Scientific Authority's 
              reasonable interpretation of the Work statement set out in 
              the Contract.

       (4)    Inspection or acceptance shall not relieve the Contractor 
              from responsibility for failure to meet the requirements of 
              the Contract.
 
9224   08     (01/06/91)    Warranty by Contractor


       (1)    The Contractor warrants that it is competent to perform the 
              Work and that it has the necessary qualifications including 
              knowledge and skill with the ability to use them effectively 
              in performing the Work.

       (2)    The Contractor undertakes to perform the Work in a 
              conscientious, diligent and efficient manner and to provide a 
              quality of service at least equal to that which contractors 
              generally would expect of a like contractor in a like 
              situation.

       (3)    Notwithstanding acceptance of the Deliverables or any part 
              thereof, the Contractor further warrants that the 
              Deliverables shall be of such quality as to clearly 
              demonstrate that the Contractor has performed the Work in 
              accordance with the above undertaking.

       (4)    Notwithstanding prior acceptance of any Prototypes, and 
              without restricting any other term of the Contract or any 
              condition, warranty or provision implied or imposed by law, 
              the Contractor, if requested by the Minister to do so at any 
              time within twelve (12) months from the date of delivery, 
              shall redo, correct or make good, at its own expense, any 
              Prototype, excluding Crown Property furnished by Canada 
              incorporated therein, which fails to conform to the 
              requirements of the Contract and deliver such Prototype which 
              has been redone, corrected or made good to the Scientific 
              Authority provided that where, in the opinion of the Minister, 
              it is not expedient to remove a Prototype which does not 
              conform to the requirements of the Contract from its location, 
              the Contractor shall make good the Prototype at such location, 
              and shall be paid the actual Costs incurred in so doing 
              (including reasonable travelling and living expenses) with no 
              allowance thereon by way of overhead or profit, less a sum 
              equivalent to the Cost of making good the Prototype had it 
              been made good at the Contractor's plant.

       (5)    In the event that a warranty of a supplier to the Contractor 
              is for a time period less than the time period stated in 
              subsection (4) above, then, unless the Contractor advised the 
              Science Procurement Officer and the Scientific Authority in 
              writing prior to acceptance, the above warranty period shall 
              apply.

9224   09     (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 Department of Supply and Services 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.

9224   10     (01/06/91)    Representations


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

       (2)    The Contractor declares that the Contractor has no pecuniary 
              interest in the business of any third party that would cause 
              a conflict of interest or seem to cause a conflict of 
              interest in carrying out the Work. Should such an interest be 
              acquired during the life of the Contract, the Contractor 
              shall declare it immediately to the Science Procurement 
              Officer.

       (3)    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.

       (4)    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.

9224   11     (01/06/91)    Subcontracts


       (1)    The Contractor may subcontract the supply of standard 
              products or services which are customarily subcontracted by 
              the Contractor; in any other instance, the Contractor shall 
              not subcontract portions of the Work without the prior 
              consent in writing of the Minister, and the Minister may 
              require the Contractor to furnish such particulars of the 
              proposed subcontract as he deems necessary.

       (2)    No subcontract shall relieve the Contractor from any of its 
              obligations under the Contract or impose any liability upon 
              Canada or the Minister to a Subcontractor.

       (3)    In any subcontract, the Contractor agrees to bind the 
              Subcontractor by the same terms and conditions by which the 
              Contractor is bound under the Contract, unless the Minister 
              requires or agrees otherwise.

9224   12     (01/12/92)    Title


       Upon any payment being made to the Contractor for or on account of 
       materials, work-in-process, or finished Deliverables, either by way 
       of progress payments or accountable advances or otherwise, title in 
       and to all materials, equipment, machinery, device, system or any 
       other tangible item so paid for shall vest and remain in Canada and 
       the Contractor shall be responsible therefor in accordance with the 
       provisions of section l7 hereof. It is agreed that the vesting of 
       title in Canada shall not constitute acceptance by Canada of the 
       materials, equipment, machinery, device, system or any other 
       tangible item and shall not relieve the Contractor of its 
       obligations to perform the Work in conformity with the requirements 
       of the Contract.


9224   13     Ownership of Technical Documentation and Prototype 01/12/92s(

       (1)
)      Except as otherwise provided in the Contract, ownership of all 
       Technical Documentation produced by the Contractor in the 
       performance of the Work under the Contract shall, at the time of 
       such production, vest and remain in the Contractor, but the 
       Contractor shall account fully to the Minister in respect of the 
       foregoing and fully disclose to the Minister all Technical 
       Documentation produced by the Contractor in the performance of the 
       Work at the completion of the Work or at such other time as the 
       Minister or the Contract may require.

       (2)    Ownership of all Prototypes produced by the Contractor in the 
              performance of the Work under the Contract shall, at the time 
              of such production, vest and remain in Canada and the 
              Contractor shall fully account to the Minister in respect of 
              the foregoing in such manner as the Minister shall direct.


9224   14     (01/12/92)    Ownership of Inventions and Technical 
                            Information


       (1)    The Contractor shall establish and maintain active and 
              effective procedures, including the maintenance of records 
              reasonably necessary to document the conception and the 
              development of Inventions, to ensure that any and all 
              Inventions arising during the course of the Work are properly 
              identified and timely disclosed to Canada and the Contractor 
              shall forward immediately and without delay, in writing, all 
              disclosures of Inventions and Technical Information to the 
              Science Procurement Officer in a form satisfactory to the 
              Science Procurement Officer.

       (2)    Except as otherwise specified in the Contract, and provided 
              that the Contractor discloses any Invention and Technical 
              Information under subsection (1), ownership of all Inventions 
              and Technical Information conceived or developed or first 
              actually reduced to practice in the performance of the Work 
              under the Contract shall, when conceived, developed or 
              reduced to practice, vest and remain in the Contractor. Until 
              the Contractor discloses Inventions and Technical Information 
              in accordance with subsection (1), the Contractor shall not, 
              without the prior written consent of the Minister, assign or 
              otherwise transfer title to any Invention or Technical 
              Information or license or otherwise authorize the use of any 
              Invention or Technical Information by any person. If the 
              Contractor fails to disclose any Invention or Technical 
              Information in accordance with subsection (1), or if the 
              Contract is terminated by Canada for default in accordance 
              with section 22 (Default), the Minister may direct that 
              ownership of all Inventions and Technical Information 
              conceived, developed or first actually reduced to practice in 
              the performance of the Work under the Contract shall vest and 
              remain in Canada, and the Contractor shall, at its own 
              expense, execute such conveyances or other documents relating 
              to title as the Minister may require, and the Contractor 
              shall, at Canada's expense, afford the Minister and the 
              Scientific Authority all reasonable assistance in the 
              prosecution of any patent application or copyright 
              registration which either of them may undertake with respect 
              to the Work, including access to the inventor in the case of 
              Inventions.

       (3)    Before or after final payment hereunder, the Minister shall 
              have the right to examine all books, records, documents and 
              other supporting data of the Contractor which the Minister 
              reasonably deems pertinent to the discovery or identification 
              of Inventions and Technical Information arising in the course 
              of the Work performed under the Contract or to the 
              determination of compliance with the requirements of the 
              Contract.

       (4)    The Contractor shall, upon the written request of the 
              Minister, furnish all related logistic support and life cycle 
              support data relating to the Work, including lists of 
              suppliers, vendor part numbers, and related drawings, and 
              shall exercise its best efforts to do so at no extra cost to 
              Canada.

       (5)    In any transfer of title to, assignment of or license for the 
              use of Technical Documentation, Inventions or Technical 
              Information, the Contractor shall bind the transferee, 
              assignee or licensee by the same terms and conditions by 
              which the Contractor is bound under the Contract, unless the 
              Minister requires or agrees otherwise.


9224   15     (01/12/92)    Licence


       1)     The Contractor hereby grants to Canada a non-exclusive, 
              irrevocable, world-wide, fully paid and royalty-free licence 
              to use or have used, make or have made, copy, translate, 
              practise or produce all Technical Documentation, Inventions 
              and Technical Information produced, conceived, developed or 
              first actually reduced to practice in the performance of the 
              Work under the Contract, as well as any proprietary 
              information incorporated into the Work by the Contractor or 
              necessary for the performance of the Work, for any government 
              purpose except commercial sale in competition with the 
              Contractor. The Contractor acknowledges that Canada may wish 
              to award competitively contracts related to the use of the 
              Work under this Contract or for further development of the 
              Work and the Contractor agrees that Canada's licence includes 
              the right to sub-license the use of the Technical 
              Documentation, Inventions and Technical Information to any 
              other contractor engaged by Canada solely for the purpose of 
              performing contracts for Canada. Any sub-licence given by 
              Canada to another contractor shall require the other 
              contractor to maintain the confidentiality of the information. 
              The Contractor further agrees that Canada may disclose to 
              other governments, for information purposes only, the 
              Technical Information.

       (2)    Wherever practical, the Contractor shall mark or identify any 
              Technical Documentation, Invention, Technical Information and 
              any other proprietary information delivered to Canada under 
              this Contract as Property of (Contractor's name) and Canada 
              shall not be liable for any unauthorized use or disclosure of 
              any information that could have been so marked or identified 
              and was not.

9224   16     (01/12/92)    Liens


       (1)    If any lien under section 427 of the Bank Act or any other 
              lien, charge or encumbrance exists in respect of any 
              materials, work in process or finished Deliverables for which 
              the Contractor claims or intends to claim payment, the 
              Contractor agrees to inform the Minister without delay and 
              agrees, unless otherwise instructed by the Minister, either:

              (a)    to cause the bank to remove such lien forthwith and to 
                     furnish the Minister with written confirmation thereof 
                     from the bank; or

              (b)    to furnish or cause to be furnished forthwith to the 
                     Minister an undertaking from the bank to the Minister 
                     that the bank will not make any claim under section 
                     427 of the Bank Act upon the materials, work in 
                     process or finished Deliverables in respect of which 
                     payment is made to the Contractor under the Contract.
 
       (2)    Failure to inform the Minister of any such lien or failure to 
              implement paragraphs (a) and (b) above shall constitute 
              default on the part of the Contractor.

9224   17     (01/06/91)    Crown Property


       (1)    All Crown Property shall be used by the Contractor solely for 
              the purposes of the Contract, and title thereto shall be and 
              always remain vested in Canada.

       (2)    As evidence of Canada's title, the Contractor shall, upon 
              acquisition and where feasible, mark all items of Crown 
              Property (other than items furnished by Canada or installed 
              or incorporated in the Deliverables) with the Contract serial 
              number.

       (3)    Except for loss or damage resulting from ordinary wear and 
              tear, the Contractor shall return, upon demand, all Crown 
              Property (other than items installed or incorporated in the 
              Deliverables) in the same condition as when furnished to or 
              produced or acquired by the Contractor.

       (4)    At the time of completion of the Contract, the Contractor 
              shall provide an inventory of all Crown Property relating to 
              the Contract to both the Science Procurement Officer and the 
              Scientific Authority.

9224   18     (01/06/91)    Timeliness


       (1)    Time is of the essence of the Contract.

       (2)    Any delay by the Contractor in performing its obligations 
              under the Contract which is caused by an event beyond the 
              control of the Contractor, and which could not have been 
              circumvented by the Contractor without incurring unreasonable 
              cost, through the use of alternative sources, work-around 
              plans, or other means, constitutes an excusable delay. Events 
              may include but are not restricted to acts of God, acts of 
              Canada, acts of local or provincial governments, fires, 
              floods, epidemics, quarantine restrictions, strikes or labour 
              unrest, freight embargoes and unusually severe weather.

       (3)    The time for completing the Work which has been or is likely 
              to be delayed by reason of an excusable delay shall be 
              extended by a period equal to the length of the excusable 
              delay, provided that the Contractor shall give notice, in 
              writing, of any excusable delay to the Minister within two (2) 
              weeks of the start of the excusable delay. The notice shall 
              contain a description of the delay and of the portion of the 
              Work affected by the delay.

       (4)    Within two (2) weeks from the date of the giving of notice of 
              excusable delay, the Contractor shall deliver a description, 
              in writing, of its work-around plans including alternative 
              sources and any other means that it will utilize to overcome 
              the delay and endeavour to prevent any further delay. The 
              description shall be in form, substance and detail 
              satisfactory to the Minister.

       (5)    If the Contractor should not give the notice of excusable 
              delay, or should not deliver its work-around plans in 
              accordance with the times stipulated in this section, any 
              delay shall not constitute an excusable delay.

       (6)    The Contractor shall implement such work-around plans only 
              where the plans will not cause any additional Cost to Canada. 
              In the event the implementation of such work-around plans 
              will cause additional Cost to Canada, it may be authorized by 
              a change to the Contract.
 
9224   19     (01/06/91)    Patent, Industrial Design and Copyright Claims


       (1)    The Contractor shall indemnify Canada against all costs, 
              charges and expenses whatsoever, including legal costs or 
              fees, that Canada sustains or incurs in or about all claims, 
              actions, suits and proceedings for the infringement or 
              alleged infringement of any patent, registered industrial 
              design or copyright based upon the use of any Invention in 
              connection with the performance of its obligations under the 
              Contract or for the use of or disposal by Canada of anything 
              furnished pursuant to the Contract.

       (2)    Upon notice in writing from the Minister that any such claim, 
              action, suit or proceeding has been made, the Contractor 
              shall, at its own expense, provide the necessary assistance 
              to Canada to settle or litigate the same.

       (3)    Canada shall indemnify the Contractor against claims, actions 
              or proceedings for the payment of royalties in respect of any 
              model, plan, design or specification supplied by or on behalf 
              of Canada to the Contractor, but this indemnity shall apply 
              only to the Contract.

       (4)    The Contractor shall notify the Minister of all royalties 
              which the Contractor or any of its Subcontractors will or may 
              be obligated to pay or proposes to pay for or in respect of 
              the carrying out of the Contract, and the basis thereof, and 
              the parties to whom the same are payable, and shall promptly 
              advise the Minister of any and all claims or arrangements 
              made or proposed which would or might result in further or 
              different payments by way of royalties being made by the 
              Contractor or any of its Subcontractors.

       (5)    If and to the extent that the Minister so directs, the 
              Contractor shall not pay, and shall direct its Subcontractors 
              not to pay any royalties in respect of the carrying out of 
              the Contract.

       (6)    From and after the giving of any such direction, and subject 
              to compliance by the Contractor with the foregoing provisions, 
              Canada shall relieve and indemnify the Contractor from and 
              against all claims, actions or proceedings for payment of 
              such royalties as are covered by such direction.

       (7)    The Contract Price shall be reduced by the amount of the 
              royalties included therein to which the indemnity provided in 
              paragraph (6) above applies.

9224   20     (01/06/91)    Indemnity Against Third-Party Claims


       Except as otherwise provided in the Contract, the Contractor shall 
       indemnify and save harmless Canada and the Minister from and against 
       any and all claims, damages, loss, costs and expenses which they or 
       either of them may at any time incur or suffer as a result of or 
       arising out of:

              (a)    any injury to persons (including injuries resulting in 
                     death) or loss of or damage to property of others 
                     which may be or be alleged to be caused by or suffered 
                     as a result of the performance of the Work or any part 
                     thereof, except to the extent caused by or due to 
                     Canada; and

              (b)    any liens, attachments, charges or other encumbrances 
                     or claims upon or in respect of any materials, work in 
                     process or finished Deliverables furnished to, or in 
                     respect of which any payment has been made by, Canada.
 
9224   21     (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 for all finished Deliverables 
                     delivered and accepted, and for all materials or work 
                     in process delivered and acceptable to Canada, such 
                     actual Costs to the Contractor which the Minister 
                     considers reasonable in terms of the Contract, plus 
                     the proportional part of any fee applicable thereto, 
                     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.

9224   22     (01/06/91)    Default


       (1)    The Minister may, by written notice of default given to the 
              Contractor, terminate the whole or any part of the Contract 
              if:

              (a)    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 an 
                     order is made or resolution passed for the winding up 
                     of the Contractor, or if the Contractor takes the 
                     benefit of any statute for the time being in force 
                     relating to bankrupt or insolvent debtors; or

              (b)    the Contractor fails, in the opinion of the Minister, 
                     to perform any of its obligations under the Contract, 
                     or so fails to make progress as to endanger 
                     performance of the Contract in accordance with its 
                     terms.

       (2)    Where the Minister terminates the Contract in whole or in 
              part under the provisions of this section, Canada may obtain, 
              upon such terms and conditions and in such manner as Canada 
              deems appropriate, work similar to that so terminated, and 
              the Contractor shall be liable to Canada for all loss and 
              damage sustained by Canada as a result of such termination, 
              including any excess costs for procuring such similar work at 
              reasonable terms.

       (3)    Upon termination of the Contract under this section, the 
              Minister may require the Contractor to deliver and transfer 
              title to Canada, in the manner and to the extent directed by 
              the Minister, any finished Deliverables which have not been 
              delivered and accepted prior to such termination and any 
              materials or work in process which the Contractor has 
              specifically acquired or produced for the fulfilment of the 
              Contract.

       (4)    Canada shall pay the Contractor:
 
              (a)    for all Deliverables delivered pursuant to such 
                     direction and accepted by Canada, the Cost to the 
                     Contractor in accordance with the terms of the 
                     Contract plus the proportionate part of any fee 
                     applicable thereto; and

              (b)    for all materials or work in process delivered to 
                     Canada pursuant to such direction, the actual Costs of 
                     the Contractor which the Minister considers reasonable.

       (5)    Canada may withhold from the amounts due to the Contractor 
              such sums as the Minister determines to be necessary to 
              protect Canada against excess costs for obtaining similar 
              work.

       (6)    If, after notice of termination of the Contract under the 
              provisions of this section, it is determined or agreed 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 21 (Termination, Suspension, Change) and the rights 
              and obligations of the parties hereto shall be governed by 
              that section.

9224   23     (01/06/91)    Amendments


       No variation, modification, change or amendment of the Contract nor 
       waiver of any of the terms and provisions hereof shall be deemed 
       valid, unless effected by a written amendment to the Contract 
       executed by both parties to the Contract.

9224   24     (01/06/91)    Assignment


       (1)    The Contract shall not be assigned in whole or in part by the 
              Contractor without the prior consent, in writing, of the 
              Minister, and any assignment made without that consent is 
              void and of no effect.

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

       (3)    In any assignment, the Contractor agrees to bind the assignee 
              by the same terms and conditions by which the Contractor is 
              bound under the Contract, unless the Minister requires 
              otherwise.

       (4)    The Contract shall inure to the benefit of and be binding 
              upon the parties hereto and their executors, administrators 
              and successors.

9224   25     (01/06/91)    Authorities


       (1)    The Scientific Authority or his duly authorized 
              representative monitors and inspects the technical 
              performance of the Work and inspects the Deliverables.

       (2)    The Science Procurement Officer is responsible for the 
              management of the Contract and any changes to the Contract 
              must be authorized by a formal contract amendment issued by 
              the Science Procurement Officer. The Contractor is not to 
              perform work in excess of or outside the scope of the 
              Statement of Work and the requirements set out in the 
              Agreement based on verbal or written requests or instructions 
              from any government personnel.
 
9224   26     (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 it 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 after the end of the calendar year in 
                     which the Contract was completed or terminated; and

              (b)    on demand, make available 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.

9224   27     (01/06/91)    Audit


       (1)    The amount claimed under the Contract shall be subject to 
              audit by the Minister before or after payment has been made 
              to the Contractor under the terms and conditions of the 
              Contract.

       (2)    The Minister may make copies of accounts, records, invoices, 
              receipts and vouchers required to be kept under section 26 
              and take extracts therefrom, and the Contractor shall afford 
              all facilities for such audits and inspections and shall 
              furnish the Minister with all such information as he may from 
              time to time require. Any payments made pending completion of 
              the audit shall be regarded as interim payments only and 
              shall be adjusted to the extent necessary to reflect the 
              results of the said audit. If there has been any overpayment, 
              it shall be promptly refunded to Canada.

       (3)    Upon completion of all Work under the Contract, the 
              Contractor shall, if required by the Minister, prepare and 
              forward a cost submission in relation to the Contract. The 
              cost submission shall be signed and certified by a senior 
              financial officer of the Contractor and shall contain a 
              breakdown of applicable cost elements such as materials, 
              subcontracts, direct charges, labour and overheads.

9224   28     (01/06/91)    Changes to Taxes and Duties


       Where there is a change in a rate of tax or duty imposed under any 
       federal legislation, after the date of entry into the Contract, 
       which affects the cost to the Contractor of the Work, the Contract 
       Price shall be adjusted by the Minister to reflect the increase or 
       decrease in the Cost.

9224   29     (01/06/91)    Notices


       (1)    Where in the Contract, any notice is required to be given, it 
              may be sent by registered mail, by telegram or other 
              electronic message such as telex, TWX or facsimile which 
              provides a hard copy, postage or charges prepaid, 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 stated in the Agreement; or

              (b)    in the case of the Minister, addressed to the Science 
                     Procurement Officer at: 
                     Science Branch
                     Department of Supply and Services
                     Place du Portage, Phase III, 11C1
                     11 Laurier Street
                     Hull, Quebec
                     K1A 0S5

       and, any notice shall be deemed to have been given at the time when, 
       in the ordinary course, such letter, telegram or electronic message 
       should have reached its destination.

       (2)    The above names and addresses may be changed from time to 
              time by written notice of change of name and address to the 
              other party.