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ARCHIVED Licensed Software

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Item Information

Revision History

Date Status ID Title
2010-08-16 Active 4003 Licensed Software (2010-08-16) 4003
2010-01-11 Superseded 4003 ARCHIVED: Licensed Software (2010-01-11) 4003
2008-12-12 Superseded 4003 ARCHIVED: Licensed Software (2008-12-12) 4003
2008-05-12 Superseded 4003 ARCHIVED: Licensed Software (2008-05-12) 4003

Remarks – Recommended Use of SACC Item

Use the following supplemental general conditions in contracts for licensed 
software.

Use these supplemental general conditions in conjunction with one of the 
following general conditions 1026A, 1026B, 2010A, 2010B, 2030, 2035 or 2040, and 
with other supplemental general conditions, as applicable.  Do not use with 2029 
and 2010C.

When these supplemental general conditions are used with 1026A, 1026B, 2010A, or 
2010B, contracting officers must include in the Articles of Agreement, the 
"Intellectual Property Infringement and Royalties" section that is contained in 
general conditions 2030, 2035 and 2040.

When more than one supplemental general conditions apply to the requirement, 
contracting officers must list the supplemental general conditions in the 
priority of documents clause in ascending order based on the identification 
number.

Ensure that the name of the technical authority is provided in the contract.

Legal text for SACC item

Public Works and Government Services Canada

01     Interpretation
02     License Grant
03     Ownership
04     User License
05     Device License
06     Entity License
07     Disabling Codes
08     Licensed Software - Transfer
09     Software Documentation
10     Media
11     Term of License
12     Acceptance
13     Right to License
14     Enhancements, Improvements and Language Versions
15     Warranty
16     Source Code Escrow
17     Right to Modify
18     Risk of Loss
19     Destruction on Termination or Expiration


4003   01     (2008-05-12)  Interpretation

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

       "Client" means the department or agency for which the Work is 
       performed, or, in the event of a transfer under section 08 below, 
       the department, agency or Crown corporation to whom the Licensed 
       Software is transferred.

       "Device" means equipment having a physical central processor unit 
       (CPU), mass storage and input output devices such as keyboard and 
       monitor and includes servers, desktops, workstations, notebooks, 
       laptops, personal digital assistants and mobile computing equipment.

       "General Conditions" means the general conditions that form part of 
       the Contract;

       "Licensed Programs" means all of the computer programs, in 
       object-code form, which must be provided by the Contractor to Canada 
       under the Contract, and include all patches, fixes and other code 
       that may be delivered to Canada under the Contract, including any 
       code provided as part of the warranty, maintenance, or support;

       "Licensed Software" means the Licensed Programs and the Software 
       Documentation collectively; 

       "Media" means the material or medium on which the Licensed Programs 
       are stored for delivery to Canada, including electronic media such 
       as magnetic disks or electronic downloads.  Media does not include 
       the Licensed Software stored on the Media;

       "Software Documentation" means all of the manuals, handbooks, user 
       guides and other human-readable material to be provided by the 
       Contractor to Canada under the Contract for use with the Licensed 
       Programs, whether that material is to be provided in printed form or 
       on Media;

       "User" means an individual authorized by the Client to use the 
       Licensed Software under the Contract and for the purposes of these 
       supplemental general conditions, includes any employee, agent or 
       contractor authorized to use the Licensed Software.

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" and "
       Warranty", those sections do not apply to the Licensed Software and 
       the Media.  Instead, the ownership and warranty provisions in these 
       supplemental general conditions apply to the Licensed Software and 
       the Media.

3.     If there is any inconsistency between the General Conditions and 
       these supplemental general Conditions, the applicable provisions of 
       these supplemental general conditions will prevail.

4003   02     (2008-05-12)  License Grant

1.     The Contractor grants to Canada a non-exclusive license to use and 
       reproduce the Licensed Software in accordance with the conditions of 
       the Contract.

2.     Subject to the transfer rights described in section 08, the Client 
       is the only entity authorized to use and reproduce the Licensed 
       Software on behalf of Canada.  If the Client is reconfigured, 
       absorbed by another government department or agency, or is disbanded 
       entirely, the Contracting Authority may, by giving notice to the 
       Contractor, designate another department, agency or Crown 
       corporation as the "Client" for the purposes of the Contract.

3.     Unless provided otherwise in the Contract, the license granted under 
       the Contract is unaffected by changes in the Client's environment, 
       such as changes to the operating system, types of Devices, or other 
       software products used by the Client from time to time in addition 
       to the Licensed Software.

4.     Unless provided otherwise in the Contract, the license granted under 
       the Contract is a User License as described in section 04 below.

5.     The Contractor must provide the English language version of the 
       Licensed Software and, if available, the French version of the 
       Licensed Software.

4003   03     (2008-05-12)  Ownership

1.     Canada acknowledges that ownership of the Licensed Software belongs 
       to the Contractor or its licensor and is not transferred to Canada.  
       As a result, any reference in the Contract to any part of Licensed 
       Software as a deliverable must be interpreted as a reference to the 
       license to use that Licensed Software, not to own the Licensed 
       Software.

2.     Canada acknowledges that, in performing any warranty, maintenance, 
       support and professional services related to the Licensed Software 
       (if required under the Contract), the Contractor and its employees, 
       agents, and subcontractors may develop and share with Canada ideas, 
       know-how, teaching techniques and other intellectual property.  
       Unless otherwise provided in the Contract, ownership to that 
       intellectual property will remain with the Contractor.  As long as 
       the Contractor at all times observes the confidentiality provisions 
       of the Contract, the Contractor will be entitled to use that 
       intellectual property for whatever purposes it sees fit, including 
       in the services it provides to its other customers, on the condition 
       that Canada also has the right to use that intellectual property for 
       its own business purposes at no additional cost.  The Contractor 
       agrees that all data, know-how or other intellectual property 
       created or owned by Canada will remain the property of Canada, 
       regardless of whether that data is created, processed, or stored 
       using the Licensed Software.

4003   04     (2008-05-12)  User License

Unless provided otherwise in the Contract, a "User License" entitles the 
designated number of Users specified in the Contract to access, install, 
copy, deploy, test and use the Licensed Software for government purposes 
unrestricted by the number or type of installations, locations, servers, 
processors, data, documents, transactions, platforms, devices, networks, 
operating systems, application program interfaces or operating environments 
that a User may be using or processing at any time including any equipment 
required to allow Users to work remotely; all without requiring the 
purchase of any further licenses or rights.

4003   05     (2008-05-12)  Device License

Unless provided otherwise in the Contract, a "Device License" entitles 
Users to access, install, copy, deploy, test  and use the Licensed Software 
for government purposes on the designated number of Devices specified in 
the Contract without requiring Canada to purchase any additional licenses 
to software or components; all without any restriction on the use of 
associated peripheral equipment.  The Device License allows the Client to 
use the Licensed Software unrestricted by the number or type of Users, data, 
documents and/or transactions a Client or a User may be using or processing 
at any time, or the location of a Device.

4003   06     (2008-05-12)  Entity License

Unless provided otherwise in the Contract, an "Entity License" entitles the 
Client to use the Licensed Software for government purposes throughout the 
entity in association with any number of Devices or by any number of Users.  
The Entity License allows the Client to use the Licensed Software in whole 
or in part, unrestricted by the number or type of Users, data, documents 
and/or transactions a Client or a User may be using or processing at any 
time, or the location of the Device.

4003   07     (2008-05-12)  Disabling Codes

1.     If the Licensed Software contains any features, functions or 
       characteristics ("Disabling Codes") that might cause the Licensed 
       Software to be unusable by Canada without passwords, authorization 
       codes or similar information, the Contractor must provide to Canada, 
       in advance and on an ongoing basis, provided Canada is not in 
       default of its obligations regarding the use of the Licensed 
       Software, all the information required by Canada to continue to use 
       the Licensed Software.

2.     If the license is perpetual, the Contractor must deliver this 
       information regardless of whether the Contract has otherwise expired 
       and regardless of whether Canada is currently receiving maintenance 
       or support for the Licensed Software.

3.     If the existence or characteristics of any Disabling Code are not 
       known to the Contractor, but the Contractor later becomes aware of 
       them, the Contractor must correct or remove the Disabling Code from 
       the Licensed Software or take whatever other steps are necessary to 
       ensure that Canada is able to continue using the Licensed Software.

4003   08     (2008-05-12)  Licensed Software - Transfer

The license to use the Licensed Software under the Contract is transferable 
by Canada under the same conditions of the Contract, to any Device or 
Client, as applicable, or to any Canadian government department, 
corporation or agency, as defined in the Financial Administration Act, R.S.C. 
1985, c. F-11, as amended from time to time, or to any other party for 
which the Department of Public Works and Government Services Canada has 
been authorized to act under section 16 of the Department of Public Works 
and Government Services Act, S.C. 1996, c. 16, as long as Canada informs 
the Contractor of the transfer within thirty (30) days of the transfer 
occurring.  For the purposes of this section, in the circumstances where an 
Entity License is transferred, such license will be capped at the number of 
users in the transferring department, corporation, agency or other party 
before the transfer.

4003   09     (2008-05-12)  Software Documentation

1.     Copyright in the Software Documentation will not be owned by or 
       transferred to Canada.  However, Canada has the right to use the 
       Software Documentation and may, for its own internal purposes, copy 
       it for use by individuals using or supporting the Licensed Software, 
       as long as Canada includes any copyright and/or proprietary right 
       notice that was part of the original document in any copy.  Unless 
       provided otherwise in the Contract, Canada must not otherwise 
       reproduce the Software Documentation without first obtaining the 
       written consent of the Contractor.

2.     The Contractor guarantees that the Software Documentation contains 
       enough detail to permit a User to access, install, copy, deploy, 
       test and use all features of the Licensed Programs.  If the source 
       code for the Licensed Programs must be provided to Canada under the 
       Contract, the Contractor guarantees that the code provided will 
       contain enough detail to permit a programmer, experienced in the use 
       of the programming language or languages in which the source code is 
       written, to modify the Licensed Programs.

3.     If the Software Documentation is available in both of the two 
       official languages of Canada, the Contractor must deliver it in both 
       French and English.  If the Software Documentation is only available 
       in either English or French, it may be delivered in that language; 
       however, Canada then has the right to translate it.  Canada owns any 
       translation and is under no obligation to provide it to the 
       Contractor.  Canada will include any copyright and/or proprietary 
       right notice that was part of the original document in any 
       translation.  The Contractor is not responsible for technical errors 
       that arise as a result of any translation made by Canada.

4.     Unless provided otherwise in the Contract, at no additional cost to 
       Canada, the Contractor must update the Software Documentation 
       throughout the period of the Contract to the most current release 
       level consistent with the Licensed Software delivered under the 
       Contract.  The Contractor must provide these updates to Canada 
       within ten (10) days of the update being available. These updates 
       must include supporting documentation for all modifications to the 
       Licensed Software, including new versions and new releases that 
       Canada is entitled to receive under the Contract and must identify 
       any problems resolved, enhancements made, or features added to the 
       Licensed Software, together with installation instructions.

4003   10     (2008-05-12)  Media

1.     The Contractor must deliver the Licensed Programs to Canada on the 
       medium of Canada's choice from among those the Contractor makes 
       available to its other customers (for example, CD-ROM or Internet 
       download).  The Contractor agrees that Canada may distribute the 
       Licensed Software to Users on Canada's choice of Media.

2.     The Contractor guarantees that the Media will be compatible with the 
       computer systems, as detailed in the Contract, on which the Licensed 
       Programs will be installed.  The Contractor also guarantees that the 
       Media, as supplied by the Contractor, will be free from computer 
       viruses.

3.     Canada will own the Media once it has been delivered to and accepted 
       by or on behalf of Canada.

4003   11     (2008-05-12)  Term of License

1.     Unless provided otherwise in the Contract, Canada's license to use 
       the Licensed Software is perpetual, regardless of any termination of 
       the Contract by mutual consent, for the convenience of Canada or for 
       default of the Contractor, as long as Canada has paid for the 
       license to the Licensed Software.  Any perpetual license granted 
       under the Contract can only be terminated by the Contractor in 
       accordance with subsection 2 below.

2.     The Contractor may terminate Canada's license with respect to the 
       Licensed Software by giving the Contracting Authority written notice 
       to that effect if Canada is in breach of its license with respect to 
       the Licensed Software, or fails to pay for the license in accordance 
       with the Contract, and if that breach continues for a period of 
       thirty (30) days after the Contracting Authority receives written 
       notice from the Contractor giving particulars of the breach.

4003   12     (2008-05-12)  Acceptance

1.     Work Subject to Acceptance: All Licensed Programs delivered and all 
       services provided under the Contract are subject to inspection by 
       Canada.  If any of the Licensed Programs does not meet all the 
       requirements of the Contract, the Technical Authority may reject it 
       or require that it be corrected, at the sole expense of the 
       Contractor, before recommending payment.

2.     Effect of Acceptance: Acceptance by Canada does not relieve the 
       Contractor of any responsibility for defects or other failures to 
       meet the requirements of the Contract or the Contractor's 
       responsibilities with respect to warranty, maintenance or support 
       under the  Contract.

3.     Period of Acceptance: Unless provided otherwise in the Contract, the 
       acceptance procedures are as follows:

       (a)    when the Work is complete, the Contractor must notify the 
              Technical Authority in writing, with a copy to the 
              Contracting Authority, by referring to this provision of the 
              Contract and requesting acceptance of the Work;

       (b)    Canada will have thirty (30) days from receipt of the notice 
              to perform its inspection (the "Acceptance Period").

4.     If Canada provides notice of a deficiency during the Acceptance 
       Period, the Contractor must address the deficiency as soon as 
       possible and notify Canada in writing once the Work is complete, at 
       which time Canada will be entitled to re-inspect the Work before 
       acceptance and the Acceptance Period will begin again.

4003   13     (2008-05-12)  Right to License

1.     The Contractor guarantees that it has the right to license the 
       Licensed Software and full power and authority to grant to Canada 
       all the rights granted under the Contract.  The Contractor  also 
       guarantees that all necessary consents to that grant have been 
       obtained.  Canada agrees that its only remedy and the Contractor's 
       entire obligations in relation to a breach of this guarantee are the 
       remedies and obligations set out in the section entitled "
       Intellectual Property Infringement and Royalties" contained in the 
       General Conditions or in the Articles of Agreement, as the case may 
       be.

2.     The Parties agree that only the conditions that expressly form part 
       of the Contract by being written out in full in the Articles of 
       Agreement or an annex to the Contract listed in the Priority of 
       Documents section in the Articles of Agreement form part of the 
       Contract.  Any conditions accompanying or enclosed with the Licensed 
       Software, if any, do not form part of the Contract and, therefore, 
       are not part of Canada's license and do not affect the rights of the 
       Parties in any way.  The Contractor agrees that in no event will 
       Canada or any Client or User be required to enter into any 
       additional license agreement with respect to the Licensed Software 
       or any portion of it.  The Contractor acknowledges that any 
       additional license agreement relating to the Licensed Software 
       signed by anyone other than the Contracting Authority is void and of 
       no effect.

3.     Canada is not bound by and does not accept any "shrink-wrap" or "
       click-wrap" conditions or any other conditions, express or implied, 
       that are contained in or on the software packaging or conditions 
       that may accompany the software in any manner, regardless of any 
       notification to the contrary.

4003   14     (2008-05-12)  Enhancements and Improvements

The Contractor agrees to provide Canada with all improvements, updates, 
upgrades and enhancements to the Licensed Software for ninety (90) days 
following the acceptance of the Licensed Software.

4003   15     (2008-05-12)  Warranty

1.     In this section, unless provided otherwise in the Contract, "
       Software Warranty Period" means a period of ninety (90) days from 
       the date on which the Licensed Software is accepted in accordance 
       with the conditions of the Contract, except for warranty work and 
       any other work that is scheduled under the Contract to be performed 
       after the start of the Software Warranty Period.

2.     The Contractor warrants that, during the Software Warranty Period, 
       the Licensed Programs will operate on the computer system or systems 
       on which the Licensed Programs are installed in accordance with the 
       Software Documentation that is associated with the Licensed Programs, 
       as well as the Specifications set out in the Contract, if any.  If 
       the Licensed Programs fail to meet this warranty at any time during 
       the Software Warranty Period, the Contractor, if requested by Canada, 
       must, as soon as possible, correct, at the Contractor's expense, any 
       programming errors and defects and make any additions, modifications 
       or adjustments to the Licensed Software that are necessary to keep 
       the Licensed Programs in operating order, in accordance with the  
       Software Documentation that is associated with the Licensed Programs 
       and the Specifications.

3.     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 the warranty.  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 Licensed Programs to meet 
       the functional and performance criteria set out in the Software 
       Documentation associated with the Licensed Programs and the 
       Specifications.

4.     The Contractor warrants that, throughout the Software Warranty 
       Period, the Software Documentation will be free from all defects in 
       materials and will conform with the requirements of the Contract.  
       If Canada discovers a defect or non-conformance in any part of the 
       Software Documentation during the Software Warranty Period, the 
       Contractor must, if requested by Canada, as soon as possible, 
       correct, at the Contractor's expense, the part of the Software 
       Documentation found to be defective or not in conformance with the 
       requirements of the Contract.

5.     The Contractor warrants that, throughout the Software Warranty 
       Period, the Media will be free from all defects in materials or 
       workmanship, and will conform with the requirements of the Contract.  
       Canada may return non-conforming or defective Media to the 
       Contractor within the Software Warranty Period, with notice of the 
       non-conformance or the defect, and the Contractor must promptly 
       replace that Media with corrected Media at no additional cost to 
       Canada.

6.     If the Contractor must perform support services with respect to the 
       Licensed Software during the Software Warranty Period, it is agreed 
       that the provisions concerning support will not be interpreted so as 
       to derogate from the warranty provisions set out in this section.

7.     The warranties set out in this section will survive inspection and 
       acceptance of the Work by or on behalf of Canada, and do not 
       restrict any other provision of the Contract or any condition, 
       warranty or provision  imposed by law.

4003   16     (2008-05-12)  Source Code Escrow

If requested by Canada, the Contractor must put in place for Canada, at no 
additional charge, whatever escrow arrangements, if any, it usually puts in 
place for its customers, and must give Canada, within thirty (30) days from 
the date of the Contract, a copy of the agreement with its escrow agent 
which sets out the conditions under which the escrow agent is authorized to 
release the source code to Canada.

4003   17     (2008-05-12)  Right to Modify and no Reverse Engineer

1.     If the source code for the Licensed Programs is provided to Canada 
       under the Contract, that code forms part of the "Licensed Software" 
       for the purposes of the Contract.  Canada will have the right, at 
       Canada's discretion, to copy and modify the Licensed Software for 
       Canada's own purposes and use, through the services of Canada's own 
       employees or of independent contractors, as long as those 
       contractors agree not to disclose or distribute any part of the 
       Licensed Software to any other person or entity or otherwise violate 
       the proprietary rights of the owner of the Licensed Software.

2.     Canada will be the owner of any modifications contemplated in this 
       clause, but will obtain no ownership interest in the Licensed 
       Software, and any portion of the Licensed Software contained in 
       those modifications will remain subject to the conditions of Canada'
       s license.  The Contractor must not incorporate any such 
       modifications into its software for distribution to third parties 
       unless Canada has granted the necessary distribution rights to the 
       Contractor under a written license agreement.  The provisions of 
       this section do not prevent the Contractor or its third-party 
       licensors from independently developing modifications.  Unless 
       provided otherwise in the Contract , Canada agrees not to reverse 
       engineer the Licensed Software.

4003   18     (2008-05-12)  Risk of Loss

1.     Risk of loss of or damage to the Licensed Software or the Media, or 
       to any part of them, will pass to Canada upon delivery of the 
       Licensed Software or the Media, or that part, to Canada.

2.     Despite subsection 1, the Contractor will be liable for loss or 
       damage to the Licensed Software or Media that is caused by the 
       Contractor or any of its subcontractors after delivery.

4003   19     (2008-05-12)  Destruction on Termination or Expiration

In the event of termination or expiration of Canada's license, Canada will, 
if requested by the Contractor, either return all copies of the Licensed 
Software to the Contractor or, at Canada's option, will confirm in writing 
to the Contractor that all copies of the Licensed Software have been 
destroyed except for one copy, which Canada may retain for archival 
purposes only.