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Public Works and Government Services Canada
01 Interpretation
Part I - Development of Functional Specifications and Detailed Design
Specifications
02 Application of Part I
03 Functional Specifications
04 Detailed Design Specifications
05 Inspection Procedures for Detailed Design Specifications
Part II - Implementation of Custom Software
06 Coding and Pre-Installation Tests
07 New Source Code
08 Pre-existing Software
09 Object Code and User Documentation
10 Conversion of Data Files
11 Acceptance Procedures for Custom Software
12 Warranty
Part III - Ownership and Risk
13 Ownership of Media
14 Risk of Loss
15 Ownership of Developed Software
4002 01 (2008-05-12) Software Interpretation
1. In the Contract, unless the context requires otherwise,
"Custom Software" means the computer programs, data bases and
documentation that Canada wishes to develop, or to have developed,
either as new software or by modification of existing software, all
as described in the Contract;
"Detailed Design Specifications" means the specifications for the
detailed technical design of the Custom Software;
"Functional Specifications" means the functional description of the
Custom Software set out or referred to in the Contract specifying
the functions the Custom Software must perform and the features and
capacities the Custom Software must have;
"General Conditions" means the general conditions that form part of
the Contract;
2. Words and expressions defined in the General Conditions and used in
these supplemental general conditions have the meanings given to
them in the General Conditions unless provided otherwise. If the
general conditions contain sections entitled "Ownership" or "
Warranty", those sections do not apply to the Custom Software.
Instead the ownership and warranty provisions in these supplemental
general conditions apply to the Custom Software.
3. In the event of any inconsistency between the General Conditions and
these supplemental general conditions, the applicable provisions of
these supplemental general conditions will prevail.
Part I - Development of Functional Specifications and Detailed Design
Specifications
4002 02 (2008-05-12) Application of Part I
This Part only applies if the Contract requires the Contractor either to
design the Custom Software or to further develop an existing technical
design for the Custom Software.
4002 03 (2008-05-12) Functional Specifications
The Functional Specifications developed by the Contractor under the
Contract and accepted by Canada are incorporated in the Contract by
reference and supersede any functional specifications that were originally
incorporated in the Contract.
4002 04 (2008-05-12) Detailed Design Specifications
The Contractor must develop the Detailed Design Specifications for the
Custom Software in accordance with the Functional Specifications and all
other requirements of the Contract.
4002 05 (2008-05-12) Inspection Procedures for Detailed Design
Specifications
1. The inspection procedures set out below will only apply in the
absence of any other inspection procedures in the Contract.
2. In this section, "Review Period" means a period of five (5) working
days from the date on which the Detailed Design Specifications must
be submitted to Canada or from the actual date of submission of
those specifications by the Contractor, whichever is later.
3. Canada may extend the Review Period by an additional five (5)
working days by giving notice to the Contractor within the Review
Period.
4. During the Review Period, Canada will inspect the Detailed Design
Specifications submitted by the Contractor and, within two (2)
working days following the end of the Review Period, will advise the
Contractor whether or not the Detailed Design Specifications have
passed inspection.
5. If the Detailed Design Specifications submitted by the Contractor
are inconsistent with the Functional Specifications or fail in any
other way to meet the requirements of the Contract, Canada will send
a written description of the deficiencies to the Contractor within
two (2) working days following the end of the Review Period.
6. Upon receipt of Canada's description of the deficiencies mentioned
in subsection 5, the Contractor must immediately modify the Detailed
Design Specifications to correct the deficiencies and promptly
submit the corrected work to Canada for inspection.
7. During a second Review Period, Canada will inspect the corrected
work submitted to Canada pursuant to subsections 4 and 5.
8. Despite anything else contained in this section, the Contractor must
ensure that the Detailed Design Specifications developed by the
Contractor pass inspection by Canada within thirty (30) days of
their original delivery date set out in the Contract.
Part II - Implementation of Custom Software
4002 06 (2008-05-12) Coding and Pre-Installation Tests
1. The Contractor must develop the Custom Software based on the
Detailed Design Specifications and the Functional Specifications.
In the development of the Custom Software, the Contractor must carry
out all detailed programming and coding required under the Detailed
Design Specifications, and, if necessary, must revise the Detailed
Design Specifications in order to ensure that they are derived from
and are consistent with the Functional Specifications and all other
requirements of the Contract.
2. The Contractor must conduct pre-installation testing to ensure that
the Custom Software will operate in accordance with the Functional
Specifications and all other requirements of the Contract. The
Contractor must notify Canada of all such tests. Upon request from
Canada, the Contractor must give Canada an opportunity to witness
those tests and provide Canada with a copy of all intermediate and
final test records and results.
4002 07 (2008-05-12) New Source Code
1. In this section, "New Source Code" means all of the source code for
the Custom Software that is written by the Contractor or any
subcontractor as part of the Work performed under the Contract.
2. The Contractor must deliver the New Source Code to Canada at such
time or times as the Contract may require, and if no time is
specified in the Contract, within thirty (30) days following
acceptance of the Custom Software by Canada.
3. The New Source Code provided by the Contractor must contain a
complete description of the operation of the developed software in
sufficient detail to enable a programmer, experienced in the
programming language or languages in which the source code is
written, to modify all aspects of that software without assistance
from the Contractor.
4002 08 (2008-05-12) Pre-existing Software
1. In this section, "Pre-existing Software" means software that is not
developed as part of the Work performed under the Contract and that
is proprietary to the Contractor or any of its subcontractors or to
a third party.
2. The Contractor must not develop the Custom Software by modifying
Pre-existing Software or incorporate any Pre-existing Software into
the Custom Software without first obtaining the written consent of
Canada. However, the consent of Canada is not required if the use
of Pre-existing Software is specifically authorized in the Contract.
3. If Pre-existing Software forms part of the Custom Software, unless
provided otherwise in the Contract, the Contractor must, within
thirty (30) days following acceptance of the Custom Software by
Canada, at its option and expense, either:
(a) deliver the source code for that software to Canada; or
(b) deliver the source code to an escrow agent approved by Canada,
to be held in trust by that agent, for release to Canada upon
the occurrence of any of the following events:
(i) Canada terminates either the Contract or any
subsequent support or development arrangement relating
to the Custom Software for default;
(ii) the Contractor or its supplier ceases to do business
or ceases to make support or development services in
relation to the Custom Software reasonably available
to Canada;
(iii) the Contractor or its supplier 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;
(iv) a receiver is appointed for the Contractor or its
supplier under a debt instrument, or a receiving order
is made against the Contractor or its supplier; or
(v) an order is made or a resolution passed for the
winding up of the Contractor or its supplier.
4. The source code delivered by the Contractor to Canada or to any
escrow agent, in relation to any Pre-existing Software that forms
part of the Custom Software, must contain a complete description of
the operation of that Pre-existing Software in sufficient detail to
enable a programmer, experienced in the programming language or
languages in which the source code is written, to modify all aspects
of that software without assistance from the Contractor. If the
source code for the Pre-existing Software is delivered to an escrow
agent, the Contractor must ensure that the source code in the
possession of the escrow agent is updated from time to time to
correspond with the most current version of the object code in the
possession of Canada.
5. Unless provided otherwise in the Contract or in any escrow agreement
signed by Canada, Canada's rights to use, copy, modify and disclose
any Pre-existing Software supplied under the Contract and any source
code for that software must be identical to those set out in
Supplemental General Conditions 4003.
4002 09 (2008-05-12) Object Code and User Documentation
1. Without limiting any of the Contractor's other obligations under the
Contract, including its obligation with respect to the supply of
source code, the Contractor must provide the Pre-existing Software
and Custom Software to Canada in executable object code.
2. The operating manuals, technical manuals and other user
documentation provided by the Contractor to Canada for use with the
Custom Software must describe the operation of the Custom Software
in sufficient detail to enable appropriately trained employees of
Canada to use all functions and features of the Custom Software
without assistance from the Contractor.
4002 10 (2008-05-12) Conversion of Data Files
The Contractor must convert, as required in the Contract, Canada's
machine-readable data files, as they exist on any existing computer system
used to fulfill all or part of the then-current functional requirements of
Canada, to data files designed for use with the Custom Software. Canada is
responsible for the accuracy and the completeness of data files delivered
to the Contractor. The Contractor is responsible for the accuracy and
completeness of the data files after conversion and for the compatibility
of such data files with the Custom Software.
4002 11 (2008-05-12) Acceptance Procedures for Custom Software
1. The acceptance procedures set out in subsections 2 to 5 inclusive
only apply in the absence of any other detailed acceptance
procedures for the Custom Software in the Contract.
2. Canada must prepare and provide to the Contractor acceptance test
data before the date specified in the Contract for the start of
pre-installation testing of the Custom Software. Canada will
consult with the Contractor in connection with the preparation of
such data and the Contractor must assist in such preparation to the
extent indicated in the Contract. Canada and the Contractor will
use such data to determine whether the Custom Software, when
executed on the hardware and its operating system, performs in
accordance with the Functional Specifications and all other
requirements of the Contract. Unless otherwise agreed, the test
data must be in the format and media required for direct input to
the computer system, as provided in the Detailed Design
Specifications.
3. Following receipt of the acceptance test data referred to in
subsection 2, and before the date specified in the Contract for the
start of acceptance testing of the Custom Software (the "Test Start
Date"), the Contractor must provide an "Acceptance Test Plan" to
Canada for Canada's review and approval. The Acceptance Test Plan
must consist of a description of a series of tasks and verifications,
based on the acceptance test data, in sufficient detail to enable
Canada and the Contractor to determine whether the Custom Software
performs in accordance with the Functional Specifications and all
other requirements of the Contract.
4. On the Test Start Date, Canada must commence the acceptance tests in
relation to the Custom Software using the pre-approved Acceptance
Test Plan referred to in subsection 3. The acceptance tests must be
conducted during the period of time specified in the Contract. If
no other acceptance testing period is specified in the Contract, the
acceptance tests must be conducted over a 40-day period from the
Test Start Date. If the Custom Software passes the acceptance tests
and if the Contractor has completed all other work under the
Contract in accordance with the conditions of the Contract, Canada
will promptly give notice to the Contractor that the Custom Software
is accepted.
5. If the Custom Software fails to pass the acceptance tests referred
to in subsection 4, Canada will send a written description of the
deficiencies to the Contractor within ten (10) days following the
end of the acceptance testing period referred to in that subsection.
Upon receipt of Canada's description of the deficiencies, the
Contractor must modify the Custom Software to correct the
deficiencies within ten (10) days of receipt of such description.
All acceptance tests in relation to the Custom Software must then be
repeated, at no additional cost to Canada, and the Contractor must
ensure that the Custom Software passes the second set of acceptance
tests within the acceptance testing period specified in subsection 4.
6. Despite anything else contained in this section, if Canada is unable
to commence or continue the acceptance tests in relation to the
Custom Software because of an event reasonably beyond its control,
the acceptance tests may be temporarily suspended for a period of
time not to exceed sixty (60) days. The time limits for testing
referred to in this section or elsewhere in the Contract will in
such cases be extended by the number of days of the suspension. If
the delay exceeds sixty (60) days, the Parties must use reasonable
efforts to negotiate a mutually acceptable amendment to the Contract.
4002 12 (2008-05-12) Warranty
1. In this section, unless provided otherwise in the Contract, "
Warranty Period" means a period of ninety (90) days commencing on
the date of acceptance of the whole of the Work by Canada, with the
exception only of warranty work.
2. Despite inspection and acceptance of the Custom Software by Canada
and without restricting any condition of the Contract or any
condition, warranty or provision imposed by law, the Contractor
warrants that, during the Warranty Period, the Custom Software will
perform in accordance with the Functional Specifications and all
other requirements of the Contract on the computer system on which
the Custom Software is installed under the Contract.
3. During the Warranty Period, if Canada notifies the Contractor in
writing of any failure of the Custom Software to perform in
accordance with the Functional Specifications or any other
requirement of the Contract, the Contractor must, as soon as
possible, provide, at no additional charge to Canada, corrections to
the Custom Software. If Canada reports a failure to the Contractor,
Canada must give the Contractor reasonable access to the computer
system on which the Custom Software resides and provide such
information as the Contractor may reasonably request, including
sample output and other information, in order to permit the
Contractor to expeditiously correct the error which caused that
failure.
4. Although the Contractor must use all reasonable efforts to provide
permanent corrections for all software errors, Canada acknowledges
that certain errors may not be permanently corrected by the
Contractor under this section. The Contractor must provide a
software patch or by-pass around the error in all cases where the
error will not be permanently corrected. As a minimum, any such
software patch or by-pass must cause the Custom Software to meet the
functional and performance criteria set out in the Functional
Specifications.
5. The Contractor is not obligated to correct errors in the Custom
Software which result from modifications to the Custom Software or
any part of it unless those modifications were made by the
Contractor or by someone authorized by the Contractor to perform
those modifications.
Part III - Ownership and Risk
4002 13 (2008-05-12) Ownership of Media
1. For the purposes of this section, the term "media" does not include
the information stored on the media.
2. All media containing the Custom Software or any part of it, as well
as any specification, design, prototype or any other information
provided as part of the Work, becomes the property of Canada upon
either delivery to Canada of the Work or upon any payment being made
to the Contractor for or on account of the media or the information
stored on it, whichever comes first. It is agreed however that the
transfer of ownership of the media to Canada does not constitute
acceptance by Canada of the media or of the information stored on it
and it does not relieve the Contractor of its obligation to perform
the Work in accordance with the requirements of the Contract.
3. The intellectual property rights in the information stored on the
media become the property of either Canada or the Contractor, as
indicated in the intellectual property provisions of the Contract.
4002 14 (2008-05-12) Risk of Loss
1. Risk of loss of or damage to the media or to the information stored
on it pass to Canada upon delivery of the media to Canada. However,
if the Contractor has retained a copy of the information that was
stored on the media, the Contractor must, upon request by Canada,
replace the lost or damaged media and information at no additional
charge to Canada except for costs reasonably and properly incurred
in the carrying out of such replacement.
2. Despite subsection 1, the Contractor will be liable for loss of or
damage to the media and the information stored on it that is caused
by the Contractor or any of its subcontractors after delivery.
4002 15 (2008-05-12) Ownership of Developed Custom Software
1. For the purposes of this section, "Developed Custom Software"
includes object code, source code, documentation, data bases,
specifications, designs, prototypes and other related information
conceived, developed or produced as part of the Work performed under
the Contract.
2. The Developed Custom Software belongs either to Canada or to the
Contractor, whichever is indicated in the intellectual property
provisions of the Contract. If the Developed Software belongs to
the Contractor, the Contractor grants to Canada the license with
respect to the Developed Software set out or referred to in those
provisions.