ARCHIVED General Conditions - Translation

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Legal text for SACC item

Public Works and Government Services Canada

01     Interpretation
02     Powers of the Minister
03     Status of the Contractor
04     Amendments
05     Conduct of the Work
06     Inspection of the Work
07     Compliance with Applicable Laws
08     Subcontracting
09     Replacement of Personnel
10     Assignment
11     Time is of the Essence
12     Security and Protection of the Work
13     Payment
14     Method of Payment
15     Interest on Overdue Accounts
16     Title
17     Government Property
18     Unauthorized Codes
19     Indemnity Against Third-party Claims
20     Royalties and Infringement
21     Copyright
22     Suspension of the Work
23     Default by the Contractor
24     Termination for Convenience
25     Accounts and Audit
26     Notice
27     Members of the House of Commons
28     Conflict of Interest
29     Corruption and Conflict of Interest
30     Contingency Fees
31     Survival
32     Severability
33     Successors and Assigns
34     Entire Agreement
35     Taxes
36     Invoices Submission
37     Transportation Charges
38     International Sanctions
39     Standard Clauses and Conditions
40     Code of Conduct for Procurement


TRA-95 01     (2007-05-25)  Interpretation

1.     In the Contract, unless the context otherwise requires,

       "Articles of Agreement" means the clauses and conditions set out in 
       full text or incorporated by reference from the Standard Acquisition 
       Clauses and Conditions Manual to form the body of the Contract but 
       does not include these general conditions, any supplemental general 
       conditions, annexes, the Contractor's bid or proposal or any other 
       document;

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

       "Contract" means the Articles of Agreement, these general conditions, 
       any supplemental general conditions, annexes and any other document 
       specified or referred to as forming part of the Contract, all as 
       amended by agreement of the Parties from time to time;

       "Contract Price" means the amount expressed in the Contract to be 
       payable to the Contractor for the Work;
 
       "Contracting Authority" means the person designated as such in the 
       Contract, or by notice to the Contractor, to act as the 
       representative of the Minister in the management of the Contract;

       "Contractor" means the person or entity whose name appears on the 
       signature page of the written agreement and who is to supply 
       services to Canada under the Contract;

       "Government Property" means all materials, parts, components, 
       specifications, equipment, software, documentation, articles and 
       things supplied to the Contractor on behalf of Canada for the 
       purposes of performing the Contract and anything acquired by the 
       Contractor in any manner in connection with the Work the cost of 
       which is paid by Canada under the Contract;

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

       "Moral Rights" has the same meaning as in the Copyright Act, R.S.C. 
       1985, c. C-42;

       "Party" means Canada or the Contractor or any other signatory to the 
       Contract and "Parties" means all of them;

       "Project Authority" means the person designated as such in the 
       Contract, or by notice to the Contractor, to act as the 
       representative of the Minister for whose department or agency the 
       Work is being carried out;

       "Subcontract" includes a contract let by any subcontractor at any 
       tier for the performance or supply of a part of the Work, and 
       includes a purchase referred to in subsection section 08.1 at any 
       such tier, and the derivatives of the word shall be construed 
       accordingly;

       "Work" means the whole of the activities, services, documents, 
       software, matters and things required to be done, delivered or 
       performed by the Contractor in accordance with the conditions of the 
       Contract.

2.     The headings used in these general conditions are inserted for 
       convenience of reference only and shall not affect their 
       interpretation.

3.     In the Contract, words importing the singular number include the 
       plural and vice versa, and words importing the masculine gender 
       include the feminine gender and the neuter.

TRA-95 02     (1995-12-15)  Powers of the Minister

Every right, remedy, power and discretion vested in or acquired by Canada 
or the Minister under the Contract or by law shall be cumulative and 
non-exclusive.

TRA-95 03     (2004-05-14)  Status of the Contractor

1.     The Contractor is engaged as an independent Contractor for the sole 
       purpose of performing the Work.  Neither the Contractor nor its 
       personnel is engaged as an employee, servant or agent of Canada.  
       The Contractor is responsible for all deductions and remittances 
       required by law in relation to its employees including those 
       required for Canada or Quebec Pension Plans, unemployment insurance, 
       workers' compensation, or income tax.

2.     Without restricting the terms and conditions of the Contract, and 
       particularly section 19 of these general conditions, it is hereby 
       understood and agreed that, except to the extent caused by or due to 
       Canada, Canada shall not be liable for any losses, claims, damages, 
       or expenses relating to any injury, disease, illness, disability or 
       death of the Contractor or any employee, agent or representative of 
       the Contractor caused or alleged to be caused as a result of 
       performing the Contract.  The Contractor agrees to fully protect and 
       indemnify Canada and not to make any claims or demands against 
       Canada in respect of any of the foregoing contingencies.

TRA-95 04     (1995-12-15)  Amendments

No modification to the Work, or amendment to the Contract shall be binding 
unless it is incorporated into the Contract by written amendment executed 
by the authorized representatives of the Minister and of the Contractor.

TRA-95 05     (2000-12-01)  Conduct of the Work 

1.     The Contractor represents and warrants that:

       (a)    it is qualified to perform the Work; and

       (b)    it has the necessary qualifications, including knowledge, 
              skill and experience to perform the Work, together with the 
              ability to use those qualifications effectively for that 
              purpose.

2.     Except for Government Property specifically provided for in the 
       Contract, the Contractor shall supply everything necessary for the 
       performance of the Work, including all the resources, facilities, 
       labour and supervision, management, services, equipment, inspection 
       and quality assurance procedures, and planning necessary to perform 
       the Work.

3.     The Contractor shall ensure the safety of workers and carry out the 
       Work in a diligent and efficient manner in accordance with 
       established industry practice and laws for the health and safety of 
       workers related to the performance of the Work.

4.     The Work shall not be performed by any person who, in the opinion of 
       the Minister or the Project Authority, is incompetent or has been 
       conducting himself/herself improperly.

5.     The Contractor warrants that all services performed under this 
       Contract are, at the time of acceptance, in accordance with the 
       requirements of the present Contract.  If the Contractor is required 
       to correct or replace the Work or any portion thereof, it shall be 
       at no cost to Canada and any Work corrected or replaced by the 
       Contractor in accordance with this subsection shall be subject to 
       all provisions of this Contract to the same extent as Work initially 
       performed.

6.     Unless the Minister orders the Work or a part thereof to be 
       suspended pursuant to section 22, the Contractor shall not stop or 
       suspend any part of the Work pending the settlement or resolution of 
       any difference between the Parties arising out of the Contract.

7.     The Contractor shall be responsible for pick-up and delivery of the 
       Work.  Unless otherwise indicated, the Work shall be picked up and 
       delivered during normal working hours.

8.     The Work shall be submitted on a prescribed electronic medium and 
       software, following the layout and format of the original text, and, 
       unless otherwise provided in the Contract, shall contain no heading, 
       advertising or information whatsoever that could identify the 
       Contractor.  No handwritten corrections shall be accepted.

9.     All French translations shall include all the French accents on the 
       prescribed electronic medium and software.  The Contractor shall 
       normally reproduce any charts (including figures), unless otherwise 
       indicated.  The word count includes figures, and figures shall be 
       reproduced.

10.    Any diskette submitted shall be formatted in such a way that it can 
       be used without modification.  The layout of the original shall be 
       followed in every respect.  The Contractor shall supply the 
       diskettes.

TRA-95 06     (1995-12-15)  Inspection of the Work

The Work and any and all parts thereof shall be subject to such inspection 
as the Contracting Authority determines to be appropriate, consistent with 
the relevant provisions of the Contract, if any, prior to acceptance by 
Canada.  The Contracting Authority, or his representative, shall have 
access to the Work at any time during working hours where any part of the 
Work is being carried out.  Should the Work or any part thereof not be in 
accordance with the requirements of the Contract, the Contracting Authority 
shall have the right to reject the Work and require its correction or 
replacement at the Contractor's expense.  The Contracting Authority shall 
inform the Contractor of the reasons for any such rejection.  Inspection by 
the Contracting Authority shall not relieve the Contractor from its 
responsibility to meet the requirements of the Contract.

TRA-95 07     (2007-05-25)  Compliance with Applicable Laws

The Contractor must comply with all laws applicable to the performance of 
the Work.  The Contractor must provide evidence of compliance with such 
laws to Canada at such times as Canada may reasonable request.

The Contractor must obtain and maintain at its own costs all permits, 
licences and certificates required for the performance of the Work.  Upon 
request from the Contracting Authority, the Contractor must provide a copy 
of any required permit, licence or certificate to Canada.

TRA-95 08     (1995-12-15)  Subcontracting

1.     Unless otherwise provided in the Contract, the Contractor may 
       subcontract such portion of the Work as is customary in the carrying 
       out of similar contracts.

2.     In any subcontract, the Contractor shall, unless the Minister 
       otherwise consents in writing, ensure that the subcontractor is 
       bound by terms and conditions compatible with and, in the opinion of 
       the Minister, not less favourable to Canada than the terms and 
       conditions of the Contract.  Deviations in any Subcontract from the 
       terms of the Contract, including any right of termination of the 
       Contract, shall be entirely at the risk of the Contractor.

3.     Any consent to a Subcontract shall not relieve the Contractor from 
       its obligations under the Contract or be construed as authorizing 
       any liability on the part of Canada or the Minister to a 
       subcontractor.

TRA-95 09     (1995-12-15)  Replacement of Personnel

1.     When specific persons have been named in the Contract as the persons 
       who shall perform the Work, the Contractor shall provide the 
       services of the persons so named unless the Contractor is unable to 
       do so for reasons beyond its control.

2.     If, at any time, the Contractor is unable to provide the services of 
       any specific person named in the Contract, it shall provide a 
       replacement person with the same qualifications and experience.

3.     Before replacing any person named in the Contract, the Contractor 
       shall give notice to the Minister in writing of:

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

       (b)    the name, qualifications and experience of the proposed 
              replacement person; and

       (c)    proof that the person has the required security clearance 
              granted by Canada, if applicable.

4.     The Contractor shall not, in any event, allow performance of the 
       Work by unauthorized replacement persons; acceptance of a 
       replacement person by the Contracting Authority shall not relieve 
       the Contractor from its responsibility to meet the requirements of 
       the Contract.

5.     The Minister may order the removal from the Work of any such 
       replacement person and the Contractor shall immediately remove the 
       person from the Work and shall, in accordance with subsection 2 and 
       paragraphs 3.(b) and (c), secure a further replacement.

TRA-95 10     (1995-12-15)  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 purported 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 
       the Minister, unless otherwise agreed to in writing by the Minister.

TRA-95 11     (1995-12-15)  Time is of the Essence

1.     Time is of the essence of the Contract.

2.     When the performance of the Work or any part of it is delayed or 
       likely to be delayed owing solely to an event that:

       (a)    was beyond the reasonable control of the Contractor,

       (b)    could not reasonably have been foreseen,
 
       (c)    could not reasonably have been prevented by means reasonably 
              available to the Contractor, and

       (d)    occurred without the fault or neglect of the Contractor,

       the Minister may extend the time for completing the Work by a period 
       equal to the length of the delay so caused provided that prompt 
       notice of the occurrence causing or likely to cause such delay is 
       given by the Contractor to the Minister.

TRA-95 12     (2000-05-12)  Security and Protection of the Work

1.     The Contractor shall, during the entire period of the Contract, have 
       a valid security clearance issued by the Canadian and International 
       Industrial Security Division (CIISD) at the level required by Canada 
       for performance of all or part of the Work.  Classified documents 
       are to be delivered solely to those persons holding an appropriate 
       security clearance, and the Contractor shall ensure that all 
       employees designated to perform the Work, or who have access to the 
       Work, have a valid security clearance issued by the CIISD at a level 
       appropriate to the classification of the Work, for the full term of 
       the Contract.

2.     Before being permitted to receive classified documents, the 
       Contractor shall have a valid security clearance at the appropriate 
       level issued by the CIISD for its facilities for the full term of 
       the Contract, and unless it receives authorization in writing to the 
       contrary from the Project Authority, the Contractor shall not remove 
       any classified documents from the authorized work premises and shall 
       ensure that its employees are aware of and comply with this 
       requirement.

3.     The Contractor shall stamp the appropriate security classification 
       on the Work produced by the Contractor under the Contract, and shall 
       neither keep or reproduce classified documents or translations of 
       these, nor reveal their contents.  Upon completion of the Work, all 
       classified documents provided by Canada or produced by the 
       Contractor under the Contract, as well as all the rough drafts, 
       draft notes, working documents and research notes, shall be returned 
       to the Project Authority.  All such documents shall be submitted in 
       person or sent by courier, enclosed in two envelopes, the inside 
       envelope being marked at the required security level, and the outer 
       one bearing only the addresses of the addressee and sender.

4.     These clauses shall be included in all subcontracts requiring access 
       to classified documents.

TRA-95 13     (2000-05-12)  Payment

1.     For all payments claimed, the Contractor shall submit an invoice to 
       the Contracting Authority.  The invoice shall contain the following 
       information: Contractor's name and address, contract number, 
       requisition(s) for services number(s), Client Reference Number, 
       volume of services provided (words/hours), rate, total amount 
       claimed and Goods and Services Tax (GST) or the Harmonized Sales Tax 
       (HST), as appropriate.

2.     The GST and HST shall not be included in the Contract Price for the 
       Work. Where applicable, the GST or HST will be included in all 
       invoices and payment claims, and will be covered by Canada.  The 
       Contractor shall agree to return to Canada Customs and Revenue 
       Agency any amount it receives from Canada in GST or HST payments, 
       under the Contract.

3.     Notwithstanding any other provision of the Contract, no payment 
       shall be made to the Contractor unless and until:

       (a)    an invoice, inspection notes, certificates and any other 
              documents required by the Contract have been submitted in 
              accordance with the terms of the Contract and the 
              instructions of the Minister;

       (b)    all such documents have been verified by the Minister;

       (c)    with respect to all parts of the Work in respect of which 
              payment is claimed, the Contractor, where required to do so, 
              establishes to the satisfaction of the Minister that such 
              parts of the Work will be free from all claims, liens, 
              attachments, charges or encumbrances; and

       (d)    in the case of payment in respect of finished work, the 
              finished work has been inspected by Canada and accepted as 
              being in accordance with the Contract. 

4.     The Minister shall notify the Contractor, within fifteen (15) days 
       of receipt of an invoice, of any inadequacy of the invoice or of the 
       supporting documentation, and where such notice is given within that 
       period the date for payment of the amount invoiced shall be 
       postponed until the Contractor remedies the inadequacy to the 
       satisfaction of the Minister.

5.     The amount claimed by the Contractor under the Contract may be 
       audited by Canada before or after payment of that amount has been 
       made to the Contractor.  Any payment made prior to the inspection 
       shall be considered as an interim payment only, and that amount 
       shall be amended accordingly, on the basis of the findings of the 
       audit.  Where an overpayment has been made, that amount shall be 
       immediately repaid to Canada by the Contractor.

TRA-95 14     (2004-12-10)  Method of Payment

Payment by Canada for the Work shall be made (a) within thirty (30) days 
following the date on which all the completed work, or parts thereof in the 
case of progress payments, has been delivered to the location designated in 
the Contract; or (b) within thirty days following the date on which an 
invoice and substantiating documentation are received according to the 
terms of the Contract; whichever date is the later.

TRA-95 15     (2000-12-01)  Interest on Overdue Accounts

1.     For the purposes of this section:

       "Average Rate" means the simple arithmetic mean of the Bank Rates in 
       effect at 4:00 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 conditions 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 
       Contractor.

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

TRA-95 16     (1995-12-15)  Title

1.     Except as otherwise provided in the Contract and except as provided 
       in subsection 2, title to the Work or any part thereof shall vest in 
       Canada upon delivery and acceptance thereof by or on behalf of 
       Canada.

2.     Upon any payment being made to the Contractor for work or any part 
       thereof, either by way of progress payments or accountable advances 
       or otherwise, title to Work so paid for shall vest in and remain in 
       Canada unless already so vested under any other provision of the 
       Contract.

3.     Notwithstanding any vesting of title referred to in this section and 
       except as otherwise provided in the Contract, the risk of loss or 
       damage to Work or any part thereof so vested shall remain with the 
       Contractor until its delivery to Canada in accordance with the 
       Contract.

4.     Any vesting of title referred to in subsection 2 shall not 
       constitute acceptance by Canada of the Work, and shall not relieve 
       the Contractor of its obligation to perform the Work in accordance 
       with the Contract. 

TRA-95 17     (2004-12-10)  Government Property

1.     Unless otherwise provided for in the Contract, all Government 
       Property shall be used by the Contractor solely for the purpose of 
       the Contract and shall remain the property of Canada.

2.     The Contractor shall take reasonable and proper care of all 
       Government Property while the same is in or on premises of the 
       Contractor or otherwise in its possession or subject to its control, 
       and shall be responsible for any loss or damage resulting from its 
       failure to do so other than loss or damage caused by ordinary wear 
       and tear.

3.     All Government Property, except such as is installed or incorporated 
       into the Work, shall, unless otherwise specifically provided in the 
       Contract, be returned to Canada.

4.     At the time of completion of the Contract, and if requested by the 
       Contracting Authority, the Contractor shall provide an inventory of 
       all Government Property relating to the Contract to both the 
       Contracting Authority and the Project Authority.

TRA-95 18     (1995-12-15)  Unauthorized Codes

1.     The Contractor guarantees that the diskettes provided to Canada 
       under the Contract have no viruses or unauthorized codes, whether or 
       not through fault or negligence on the part of the Contractor.

2.     Without limiting the applicability of section 19, in a case where 
       Canada suffers damage because of the presence of viruses or 
       unauthorized codes, the Contractor shall reimburse Canada for all 
       the expenses incurred by Canada to return its systems to their 
       initial condition. 

TRA-95 19     (1995-12-15)  Indemnity Against Third-party Claims

1.     The Contractor shall indemnify and save harmless Canada, the 
       Minister and their servants or agents from and against any damages, 
       costs or expenses or any claim, action, suit or other proceeding 
       which they or any 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 that 
              Canada and the Minister shall not claim indemnity under this 
              section to the extent that the injury, loss or damage has 
              been caused by Canada, and

       (b)    any liens, attachments, charges or other encumbrances or 
              claims upon or in respect of any work-in-process or finished 
              work furnished to, or in respect of which any payment has 
              been made by, Canada. 

2.     The Minister shall give notice to the Contractor of any claim, 
       action, suit or proceeding referred to in subsection 1 and the 
       Contractor shall, to the extent requested by the Attorney General of 
       Canada, at its own expense participate in or conduct the defence of 
       any such claim, action, suit, or proceeding and any negotiations for 
       settlement of the same, but the Contractor shall not be liable to 
       indemnify Canada for payment of any settlement unless it has 
       consented to the settlement. 

TRA-95 20     (1995-12-15)  Royalties and Infringement

1.     In this section, "Royalties" includes

       (a)    fees and all other payments analogous to royalties for, and 
              also claims for damages based upon, the use or infringement 
              of any patent, registered industrial design, trade mark, 
              copyrighted work, trade secret, or other intellectual 
              property right, and

       (b)    any costs or expenses incurred as a result of the exercise by 
              any person of Moral Rights.

2.     The Contractor shall indemnify and save harmless Canada, the 
       Minister and their servants or agents against any claim, action, 
       suit or other proceeding for the payment of Royalties, that results 
       from or is alleged to result from the carrying out of the Contract 
       or the use or disposal by Canada of anything furnished by the 
       Contractor under the Contract. 

3.     Canada shall indemnify and save harmless the Contractor and its 
       servants and agents against any claim, action, suit or other 
       proceeding for the payment of Royalties, that results from or is 
       alleged to result from the use by the Contractor in performing the 
       Contract of material or information not prepared by the Contractor 
       and supplied to the Contractor by or on behalf of Canada, provided 
       that the Contractor notifies the Minister immediately of any such 
       claim, action, suit or other proceeding but Canada shall not be 
       liable to indemnify or save harmless the Contractor for payment of 
       any settlement unless Canada has consented to the settlement.

4.     The Minister shall give notice to the Contractor of any claim, 
       action, suit or proceeding referred to in subsection 2 and the 
       Contractor shall, to the extent requested by the Attorney General of 
       Canada, at its own expense participate in or conduct the defence of 
       any such claim, action, suit or proceeding and any negotiations for 
       settlement of the same, but the Contractor shall not be liable to 
       indemnify and save harmless Canada for payment of any settlement 
       unless it has consented to the settlement.

TRA-95 21     (1995-12-15)  Copyright

1.     Copyright in the Work shall vest in Canada.

2.     The drafts, preliminary versions, technical documents and other 
       linguistic or terminological research documents developed to execute 
       the obligations that are the subject of the Contract all belong to 
       Canada.  The Contractor shall not divulge them nor use them 
       otherwise than to provide the services that are the subject of the 
       Contract.  The Contractor may not, except to the extent that the 
       performance of the Contract requires it, divulge or publish any 
       information concerning matters mentioned in this section. 

3.     At the request of the Minister, the Contractor shall provide to 
       Canada, at the completion of the Contract or at any other such 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 Work.

4.     If the Contractor is the author of the Work, the Contractor hereby 
       permanently waives the Contractor's Moral Rights in respect of the 
       Work. 

TRA-95 22     (1995-12-15)  Suspension of the Work

1.     The Minister may at any time, by written notice, order the 
       Contractor to suspend or stop all or part of the Work under the 
       Contract.  The Contractor shall immediately comply with any such 
       order in the manner that minimizes the cost of so doing.  At any 
       time during the period of the suspension or stopping of the Work, 
       the Minister may either rescind the order or terminate the Contract, 
       in whole or in part, under section 23 or terminate it under section 
       24. 

2.     When an order is made under subsection 1, unless the Minister 
       terminates the Contract by reason of default by the Contractor or 
       the Contractor abandons the Contract, the Contractor shall be 
       entitled to be paid its additional costs incurred as a result of the 
       suspension plus a fair and reasonable profit thereon. 

3.     When an order is made under subsection 1 and is rescinded:

       (a)    the Contractor shall as soon as practicable resume work in 
              accordance with the Contract;

       (b)    if the suspension has affected the Contractor's ability to 
              meet any delivery date under the Contract, the date for the 
              performance of that part of the Work affected by the 
              suspension shall be extended for a period equal to the period 
              of suspension plus a period, if any, which in the opinion of 
              the Minister following consultation with the Contractor is 
              reasonably necessary for the Contractor to resume the Work; 
              and

       (c)    subject to section 04, an equitable adjustment shall be made 
              as necessary to affected terms and conditions of the Contract. 

TRA-95 23     (1995-12-15)  Default by the Contractor

1.     Where the Contractor is in default in carrying out its obligations 
       under the Contract, the Minister may, upon giving written notice to 
       the Contractor, terminate for default the whole or any part of the 
       Contract, either immediately or at the expiration of a cure period 
       specified in the notice if the Contractor has not cured the default 
       to the satisfaction of the Minister within that cure period. 

2.     Where the Contractor becomes bankrupt or insolvent, makes an 
       assignment for the benefit of creditors, or takes the benefit of any 
       statute relating to bankrupt or insolvent debtors, or where a 
       receiver is appointed under a debt instrument or a receiving order 
       is made against the Contractor, or an order is made or a resolution 
       passed for the winding up of the Contractor, the Minister may, to 
       the extent permitted by the laws of Canada, upon giving notice to 
       the Contractor, immediately terminate for default the whole or any 
       part of the Contract. 

3.     Upon the giving of a notice provided for in subsection 1 or 2, the 
       Contractor shall have no claim for further payment other than as 
       provided in this section, but shall be liable to Canada for any 
       amounts, including milestone payments, paid by Canada and for all 
       losses and damages which may be suffered by Canada by reason of the 
       default or occurrence upon which the notice was based, including any 
       increase in the cost incurred by Canada in procuring the Work from 
       another source or calling upon its internal resources.  The 
       Contractor agrees to repay immediately to Canada the portion of any 
       advance payment that is unliquidated at the date of the termination. 
       Nothing in this section affects any obligation of Canada under the 
       law to mitigate damages.

4.     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 completed parts of the 
       Work which have not been delivered and accepted prior to the 
       termination and any materials or work-in-process which the 
       Contractor has produced specifically in the fulfilment of the 
       Contract.

5.     Subject to the deduction of any claim that Canada may have against 
       the Contractor arising under the Contract or out of the termination, 
       Canada shall pay or credit to the Contractor the value, determined 
       on the basis of the Contract Price, including the proportionate part 
       of the Contractor's profit or fee included in the Contract Price, of 
       all completed parts of the Work delivered to Canada pursuant to a 
       direction under subsection 4 and accepted by Canada, and shall pay 
       or credit to the Contractor the cost to the Contractor that the 
       Minister considers reasonable in respect of all materials and 
       work-in-process delivered to Canada pursuant to a direction under 
       subsection 4 and accepted by Canada, but in no event shall the 
       aggregate of the amounts paid by Canada under the Contract to the 
       date of termination and any amounts payable pursuant to this 
       subsection exceed the Contract Price.

6.     Titles to all materials, work-in-process and finished work, in 
       respect of which payment is made to the Contractor shall, upon such 
       payment being made, pass to and vest in Canada unless already so 
       vested under any other provision of the Contract, and such materials, 
       work-in-process and finished work shall be delivered according to 
       the order of the Minister, but Canada will not accept and will not 
       pay for those that would not have been required to perform the Work 
       or that exceed what would have been required to perform the Work.

7.     Where, subsequent to issuance of an order pursuant to subsection 1, 
       the Minister is satisfied that grounds did not exist for a 
       termination under this section, the notice shall be deemed a notice 
       of termination for convenience issued under subsection section 24.1.

TRA-95 24     (2007-11-30)  Termination for Convenience

1.     Notwithstanding anything contained in this Contract, the Minister 
       may, at any time prior to the completion of the Work, by giving 
       notice to the Contractor (in this section sometimes referred to as a 
       "termination notice"), terminate the Contract as regards all or any 
       part of the Work not completed.  Upon a termination notice being 
       given, the Contractor shall cease work in accordance with and to the 
       extent specified in the notice, but shall proceed to complete any 
       such part or parts of the Work as are not affected by the 
       termination notice.  The Minister may, at any time or from time to 
       time, give one or more additional termination notices with respect 
       to any or all parts of the Work not terminated by any previous 
       termination notice.

2.     In the event of a termination notice being given pursuant to 
       subsection 1, the Contractor shall be entitled to be paid, to the 
       extent that costs have been reasonably and properly incurred for 
       purposes of performing the Contract and to the extent that the 
       Contractor has not already been so paid or reimbursed by Canada 
       including the unliquidated portion of any advance payment:

       (a)    on the basis of the Contract Price, for all completed Work 
              that is inspected and accepted in accordance with the 
              Contract, whether completed before, or after and in 
              compliance with the instructions contained in, the 
              termination notice;

       (b)    the cost to the Contractor plus a fair and reasonable profit 
              thereon, for all Work terminated by the termination notice 
              before completion, the cost to the Contractor being 
              determined in accordance with the terms of the Contract;

       (c)    all costs of and incidental to the termination of the Work or 
              part thereof, including the Cost of cancellation of 
              obligations incurred by the Contractor with respect to the 
              terminated Work or part thereof, but not including the cost 
              of severance payments or damages to employees whose services 
              are no longer required by reason of the termination except 
              wages that the Contractor is obligated by statute to pay them 
              and except for reasonable severance payments or damages paid 
              to employees hired to perform the Contract whose hiring was 
              expressly required by Contract or approved in writing by the 
              Minister for the purpose of the Contract. 

3.     The Minister may reduce the payment in respect of any of the Work to 
       the extent that, upon inspection, it is deficient in meeting the 
       requirements of the Contract.

4.     Notwithstanding anything in subsection 2, the total of the amounts 
       to which the Contractor is entitled under paragraphs 2.(a) and (b), 
       together with any other amounts paid or due to the Contractor under 
       other provisions of the Contract, shall not exceed the Contract 
       Price or the portion thereof that is applicable to the part of the 
       Work that is terminated, and shall not exceed the proportion of the 
       price quoted by the Contractor for all the Work that is reasonably 
       attributable to the proportion of the Work performed to the 
       effective date of the termination.

5.     In the subcontracting of any of the Work, the Contractor shall, 
       unless otherwise authorized by the Minister, place subcontracts on 
       terms that will enable the Contractor to terminate the same upon 
       terms and conditions similar in effect to those provided in this 
       section, and generally the Contractor shall co-operate with the 
       Minister and do everything reasonably within its power at all times 
       to minimize the amount of Canada's obligations in the event of  a 
       termination under this section.

6.     Title to all equipment, work-in-process and finished work in respect 
       of which payment is made to the Contractor shall, upon such payment 
       being made, pass to and vest in Canada unless already so vested 
       under any other provision of the Contract, and such work-in-process 
       and finished work shall be delivered according to the order of the 
       Minister, but Canada will not accept and will not pay for 
       work-in-process that would not have been required to perform the 
       Work or that exceed what would have been required to perform the 
       Work.

7.     The Contractor shall have no claim for damages, compensation, loss 
       of profit, allowance or otherwise by reason of, or directly or 
       indirectly arising out of, any action or termination notice given by 
       the Minister under this section, except to the extent that this 
       section expressly provides.

TRA-95 25     (1995-12-15)  Accounts and Audit

1.     The Contractor shall keep proper accounts and records of the cost to 
       the Contractor of the Work and of all expenditures or commitments 
       made by the Contractor in connection therewith, and shall keep all 
       invoices, receipts and vouchers relating thereto.  The Contractor 
       shall not, without the prior written consent of the Minister, 
       dispose of any such accounts, records, invoices, receipts or 
       vouchers until the expiration of 6 years after final payment under 
       this Contract, or until the settlement of all outstanding claims and 
       disputes, whichever is later. 

2.     All such accounts and records as well as any invoices, receipts and 
       vouchers shall at all times during the retention period referred to 
       in subsection 1 be open to audit, inspection and examination by the 
       authorized representatives of the Minister, who may make copies and 
       take extracts thereof.  The Contractor shall provide all facilities 
       for such audits and inspections and shall furnish all such 
       information as the representatives of the Minister may from time to 
       time require with respect to such accounts, records, invoices, 
       receipts and vouchers.

TRA-95 26     (1995-12-15)  Notice

Any notice shall be in writing and may be delivered by hand or by courier, 
by registered mail, or by facsimile or any other electronic means that 
provides a paper record of the text of the notice, addressed to the Party 
for whom it is intended at the address in the Contract or at the last 
address of which the sender has received notice in accordance with this 
section.  Any notice shall be deemed to be effective on the day that it is 
received at that address. 

TRA-95 27     (1995-12-15)  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 arising from the Contract.

TRA-95 28     (2005-12-16)  Conflict of Interest

1.     The Contractor agrees that it is a term of the Contract that no 
       person who is not in compliance with the provisions of the Conflict 
       of Interest and Post-Employment Code for Public Office Holders, the 
       Values and Ethics Code for the Public Service, or the Defence 
       Administrative Orders and Directives governing Conflict of Interest 
       and Post-Employment, shall derive any direct benefit from this 
       Contract.

2.     No employee of the Government of Canada shall be a party to the 
       Contract, nor shall derive any benefit whatsoever therefrom, unless 
       the employee has been so authorized in writing by the Minister who 
       has jurisdiction over the employee.

TRA-95 29     (1995-12-15)  Corruption and Conflict of Interest

1.     The Contractor represents and covenants that it has no financial 
       interest in any third-party business that might affect its 
       objectivity in providing the services that are the subject of the 
       Contract.

2.     The Contractor represents and covenants that no bribe, gift, benefit 
       or other inducement has been or will be paid, given, promised or 
       offered directly or indirectly to any official or employee of Canada 
       or to a member of the family of such a person, with a view to 
       influencing the entry into the Contract or the administration of the 
       Contract.

TRA-95 30     (1995-12-15)  Contingency Fees

1.     The Contractor attests that it has not paid or agreed to pay any 
       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 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 any person with whom the Contractor has an 
       employer/employee relationship;

       "person": includes an individual or a group, a corporation, a 
       partnership, an organization and an association and, without 
       limiting the generality of the preceding, any individual who is 
       required to submit to the registrar a return under section 5 of the 
       Lobbyists Registration Act, R.S.C. 1985, c. 44 (4th supplement) and 
       of any amendment that might be made to it from time to time.

TRA-95 31     (1995-12-15)  Survival

All of the Contractor's obligations of confidentiality and all of the 
Contractor's representations and warranties set out in the Contract as well 
as the provisions concerning Government Property, indemnity against 
third-party claims, royalties and infringement, intellectual property 
rights and accounts and audit shall survive the expiry of the Contract or 
the termination of the Contract for default, for convenience, or by mutual 
consent, as shall any other provision of the Contract which, by the nature 
of the rights or obligations set out therein, might reasonably be expected 
to be intended to so survive. 

TRA-95 32     (1995-12-15)  Severability
 
If any provision of the Contract is declared by a court of competent 
jurisdiction to be invalid, illegal or unenforceable, such provision shall 
be severed from the Contract and all other provisions of the Contract shall 
remain in full force and effect. 

TRA-95 33     (1995-12-15)  Successors and Assigns

The Contract shall ensure to the benefit of, and shall be binding upon, the 
successors and permitted assignees of Canada and of the Contractor.

TRA-95 34     (1995-12-15)  Entire Agreement

The Contract constitutes the entire and sole 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, covenants, representations, statements or 
conditions binding on the Parties other than those contained in the 
Contract.

9624   35     (2007-05-25)  Taxes

1.     Municipal Taxes 
       Municipal Taxes are not applicable.

2.     Provincial Taxes

       (a)    Excluding legislated exceptions, federal government 
              departments and agencies are not required to pay any ad 
              valorem sales tax levied by the province in which the taxable 
              goods or services are delivered.  This exemption has been 
              provided to federal government departments and agencies under 
              the authority of one of the following:

              (i)    Provincial Sales Tax (PST) exemption license numbers 
for the provinces of:

                     Prince Edward Island OP-10000-250
                     Ontario                     11708174G
                     Manitoba             390-516-0
                     British Columbia     R005521

              (ii)   For Quebec, Saskatchewan, the Yukon Territory, the 
                     Northwest Territories and Nunavut, an exemption 
                     certificate, which certifies that the goods or 
                     services purchased are not subject to the provincial/
                     territorial sales and consumption taxes because they 
                     are being purchased by the federal government with 
                     Canada funds for the use of the federal government. 

       (b)    Currently, in Alberta, the Yukon Territory, the Northwest 
              Territories and Nunavut, there is no general PST.  However, 
              should a PST be introduced in the Northwest Territories, 
              Nunavut, or Yukon Territory, the sales tax exemption 
              certificate would be required on the purchasing document.

       (c)    Federal departments are required to pay the HST in the 
              participating provinces of Newfoundland and Labrador, Nova 
              Scotia and New Brunswick.

       (d)    The Contractor is not exempt from paying PST under the above 
              exemption license numbers or exemption certificate.  The 
              Contractor is required to pay the PST on taxable goods or 
              services used or consumed in the performance of the Contract 
              (as per appropriate provincial legislation), including 
              material incorporated into real property.

3.     Changes to Taxes and Duties

In the event of any change in any tax imposed under the Excise Act, R.S.C 
1985, c. E-14, and Excise Tax Act, R.S.C. 1985, c. E-15, or any duties 
imposed under the Customs Tariff or any other federal or provincial sales, 
excise or other like duties, taxes, charges or impositions after the bid 
submission date and which affects the costs of the Work to the Contractor, 
the Contract price will be adjusted to reflect the increase or decrease in 
the cost to the Contractor.

4.     Goods and Services Tax/Harmonized Sales Tax
 
The estimated Goods and Services Tax (GST) or Harmonized Sales Tax (HST), 
if applicable, is included in the total estimated cost on page 1 of the 
Contract.  The GST or HST is not included in the Contract price but will be 
paid by Canada as provided in the Invoice Submission clause below.  The 
Contractor agrees to remit to Canada Revenue Agency any amounts of GST and 
HST paid or due.

TRA-95 36     (2007-05-25)  Invoice Submission

Invoices must be submitted in the name of the Contractor.  They must show 
the name and address of the client department, item/reference number, 
deliverable and/or description of Work, contract serial number, Client 
Reference Number, Procurement Business Number  and financial code(s).  If 
applicable, the method of shipment together with date, case numbers and 
part or reference numbers, item, quantity, unit of issue, unit price, and 
additional charges will be shown on the invoice.  If applicable, fixed-time 
labour rates and level of effort and, the amount invoiced (exclusive of the 
GST or HST as appropriate), will be shown separately.

GST or HST, if applicable, will be incorporated into all invoices and shown 
as a separate item on invoices.  All items that are zero-rated, exempt or 
to which the GST or HST does not apply, are to be identified as such on all 
invoices.  Invoices must be submitted for each delivery/shipment and must 
apply to one contract only.  Each invoice must indicate whether it covers 
partial or final delivery.

TRA-95 37     (2007-05-25)  Transportation Charges

If transportation charges are payable by Canada under the Contract and the 
Contractor makes the transportation arrangements, shipments must be made by 
the most direct and economical means consistent with normal shipping 
practice.  The charges must be shown as a separate item on the invoice.  
The federal government's policy of underwriting its own risks precludes 
payment of insurance or valuation charges for transportation beyond the 
point at which title of goods passes to the federal government (determined 
by the FOB point or Incoterms).  Where increased carrier liability is 
available without charge, the Contractor must obtain the increased 
liability for shipment.

TRA-95 38     (2007-11-30)  International Sanctions

1.     Persons in Canada, and Canadians outside of Canada, are bound by 
       economic sanctions imposed by Canada.  As a result, the Government 
       of Canada cannot accept delivery of goods or services that originate, 
       either directly or indirectly, from the countries or persons subject 
       to economic sanctions.

       Details on existing sanctions can be found at:
       http://www.dfait-maeci.gc.ca/trade/sanctions-en.asp.

2.     The Contractor must not supply to the Government of Canada any goods 
       or services which are subject to economic sanctions.

3.     The Contractor must comply with changes to the regulations imposed 
       during the period of the Contract. The Contractor must immediately 
       advise Canada if it is unable to perform the Work as a result of the 
       imposition of economic sanctions against a country or person or the 
       addition of a good or service to the list of sanctioned goods or 
       services. If the Parties cannot agree on a work around plan, the 
       Contract will be terminated for the convenience of Canada in 
       accordance with Section 24.

TRA-95 39     (2007-05-25)  Standard Clauses and Conditions

Pursuant to the Department of Public Works and Government Services Act, S.C. 
1996, c. 16, the clauses and conditions identified in the Contract by 
number, date and title are incorporated by reference into and form part of 
the Contract as though expressly set out in the Contract.

TRA-95 40     (2007-11-30)  Code of Conduct for Procurement

The Contractor confirms that it has read the Code of Conduct for 
Procurement and agrees to be bound by it terms.