Rethinking Government
Contracts: A Conceptual Model
Version Dated: February 13, 2020
2
Setting the Context
Advances in technology and the growing recognition of the important role procurement plays in achieving
desired economic and social objectives have given rise to significant opportunities to automate and
standardize contract assembly and management. The Government of Canada (GoC), and specifically Public
Services and Procurement Canada (PSPC) as the Government’s central purchasing agent, is no exception
to seeing the value of modernizing procurement.
As a result, PSPC has been examining its current contractual documents to determine how to further
streamline and modernize its contracts to make them simpler and administratively less burdensome. This
work is made even more important as the GoC collectively transitions from a largely manual, paper-based
process to a digitally-enabled environment as a result of the implementation of the e-Procurement Solution.
One of our primary goals at PSPC is to make the buying process less burdensome for both suppliers and
government buyers. This key Government of Canada priority is reflected in the December 2019 mandate
letter to the Minister of Public Services and Procurement from the Prime Minister of Canada. It stresses the
need to continue on the path to streamline and modernize federal procurement though simplification,
leveraging technology and reducing barriers to participation.
This commitment aims to address
supplier concerns that the federal
procurement process is too complex
and administratively burdensome.
Modernizing contracts will take shape
in many different ways but
fundamentally it is about instituting
continuous improvement and finding
ways to do things more effectively while
leveraging the techniques and tools
available today. Emerging technologies
are accelerating the need for
modernization and as a result both
public and private sector organizations
are rethinking the way they procure.
What does that mean for Government of Canada contracts? Well, that means reexamining its contractual
documents to:
Respond to Technological Innovation. There is a business imperative to digitize to:
Keep pace with today’s business practices.
Help support the transition to the e-Procurement Solution.
“… continue the modernization of procurement
practices so that they are simpler, less
administratively burdensome, user friendly, deploy
modern comptrollership, encourage greater
competition and include practices that support our
economic policy goals, including innovation, as well as
green and social procurement. Your implementation of
the e-Procurement Solution will be central to this
priority.”
Minister of Public Services and Procurement
Mandate Letter, December 2019
3
Be More Efficient. Improving contracts by leveraging new techniques and technologies to have
contractual documents that are:
More intuitively, easily and rapidly developed and managed.
Consistently structured while offering some flexibility.
Adaptable and responsive to changing market demands.
Be Clearer and Simpler. Improving contracting documents to make it easier for both suppliers
and government to do business with one another as a result of contracts that:
Use plain language, wherever possible.
Contain all the necessary contractual information in one place.
Present the content in a way that is clearer and faster to read and more importantly,
easier to understand.
Foster Better Relationships. Developing and maintaining strong and effective relationships by
ensuring contracts are:
Useful business tools for everyday use and effective contract management.
Relatable to everyone, not just lawyers.
Adaptable to current and changing market realities.
Rooted in creating a business climate that supports innovation, competition and achieves
better value.
With these overarching objectives in mind, PSPC has undertaken a significant review of existing contractual
documents with a view to:
Examine the current state of its contractual documents.
Identify and remove content that is outdated or duplicative.
Apply best practices in contract and commercial management.
Develop clearer and simpler language to improve the overall readability of its documents in support of
fostering better contractual relationships.
This review has involved, among other things, examining more than 7,000 PSPC executed contractual
documents using artificial intelligence and world-class expertise.
4
Simplifying and Using Plain
Language Clauses
Developing a
New
Contractual Structure
Incorporating
All Contract Terms
Grouping Content
By Topic
Through this work, key elements of the changes being considered can be broadly categorized in terms of:
Incorporating All Contract Terms
To improve the readability and understanding of PSPC contracts, the new model does not include reference
codes, which are currently a predominant element of the procurement assembly process. Reference codes
are those clauses and conditions that bidders and suppliers must refer to the SACC Manual to obtain the full
text. They are only incorporated by reference in the solicitation or contractual document.
Reference codes are not used in the
new structure, but the clause content
contained in the Standard Instructions
(e.g., 2003, 2004) and General
Conditions (e.g., 2030, 2035, and 2040)
has been mapped and incorporated
directly into the bid solicitation and
resulting contract templates. Figure 1
below provides a visual representation
of the mapping process that was
undertaken to ensure all content has
been incorporated and mapped into the
new contract model.
5
Figure 1: Example of Mapping Reference Codes to Incorporate into the New Contract Model
SACC Manual – Standard Instructions 2003
01 Integrity provisions—bid
02 Procurement Business Number
03 Standard instructions, clauses and conditions
04 Definition of Bidder
05 Submission of bids
06 Late bids
07 Delayed bids
08 Transmission by facsimile or by epost Connect
09 Customs clearance
10 Legal capacity
11 Rights of Canada
12 Rejection of bid
13 Communications — solicitation period
14 Price justification
15 Bid costs
16 Conduct of evaluation
17 Joint venture
18 Conflict of interest — unfair advantage
19 Entire requirement
20 Further information
21 Code of Conduct for Procurement — bid
Table of Contents of New RFP Model
1. Bid Solicitation
1.1. Bids
1.2. Contract Term
1.3. Delivery
2. Bid Requirements
2.1. Security Requirement
2.2. Trade Agreements
2.3. Canadian Content
2.4. Comprehensive Land Claims Agreements
2.5. Set-aside for Aboriginal Business
2.6. Controlled Goods Requirement
2.7. National Security Exception
2.8. Basis for Canada's Ownership of
Intellectual Property
2.9. Task Authorization
3. Bidder Requirements
3.1. Bidder Responsibilities
3.2. Compliance with Code of Conduct
3.3. Bid Integrity
3.4. Conflict of Interest
3.5. Controlled Goods
3.6. Federal Contractor’s Program for
Employment Equity
3.7. Former Public Servants
3.8. Security Clearances
3.9. Bid Submission Form
3.10. Bidder Declaration
3.11. Insurance
4. Bid Submission
4.1. Bid Due Date
4.2. Bid Submittal by Mail or epost
4.3. Delayed Bids
4.4. Hard Copy Bid Delivery
4.5. Discrepancies
4.6. Bid Submission Requirement
4.7. Provision of Documentation
4.8. Bid Costs
4.9. Applicable Laws
4.10. Entire Requirement
4.11. Electronic Payment Instruments
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Grouping Contractual Content by Topic
Another change made in the new contract model pertains to fundamentally
rethinking the organization and presentation of the content in PSPC contractual
documents so that clauses are grouped together by topic. In best-practice
contracts, all related terms are grouped together in order to clearly understand
the terms of the contract (e.g., all invoicing and payment terms are grouped
together and all definitions are found in an Annex).
By way of example, please refer to Figure 2 below. This figure is a visual representation of the content within
a sub-clause (05 (2018-05-02) – Submission of Bids) within the reference code 2003, which pertains to the
standard instructions for competitive contracts.
While the title of this sub-clause indicates that the content pertains to the submission of bids, upon closer
inspection one will find elements unrelated to the bid submission process or elements that would be better
placed in another area in the document. In particular one can find concepts related to bid evaluation
procedures, responsibilities of bidders in the submission of the bid and that Canada will not notify the Bidder
if there are amendments to the Notice of Proposed Procurement (NPP).
The new contract model column in Figure 2 is meant to illustrate how content within the bid solicitation has
been moved to different sections within the new contract model. It is important to note, however, that the
operational or legal intent within that clause was not changed, just where it was placed within the bid
solicitation and simplified, where possible.
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Figure 2: Rethinking Content Placement in Contractual Documents – An Example
05 (2018
-
05
-
22) Submission of bids
1. Canada requires that each bid, at solicitation closing date and time or upon
request from the Contracting Authority, be signed by the Bidder or by an
authorized representative of the Bidder. If a bid is submitted by a joint
venture, it must be in accordance with section 17.
2. It is the Bidder's responsibility to:
a. obtain clarification of the requirements contained in the bid solicitation,
if necessary, before submitting a bid;
b. prepare its bid in accordance with the instructions contained in the bid
solicitation;
c. submit by solicitation closing date and time a complete bid;
d. send its bid only to the specified Bid Receiving Unit of Public Works
and Government Services Canada (PWGSC) specified in the bid
solicitation or, to the address specified in the bid solicitation, as
applicable;
e. ensure that the Bidder's name, return address, bid solicitation number,
and solicitation closing date and time are clearly visible on the bid; and,
f. provide a comprehensible and sufficiently detailed bid, including all
requested pricing details, that will permit a complete evaluation in
accordance with the criteria set out in the bid solicitation.
3. Canada will make available Notices of Proposed Procurement (NPP), bid
solicitations and related documents for download through the Government
Electronic Tendering Service (GETS). Canada is not responsible and will
not assume any liabilities whatsoever for the information found on websites
of third parties. In the event an NPP, bid solicitation or related
documentation would be amended, Canada will not be sending
notifications. Canada will post all amendments, including significant
enquiries received and their replies, using GETS. It is the sole responsibility
of the Bidder to regularly consult GETS for the most up-to-date information.
Canada will not be liable for any oversight on the Bidder's part nor for
notification services offered by a third party.
4. Bids will remain open for acceptance for a period of not less than 60 days
from the closing date of the bid solicitation, unless specified otherwise in the
bid solicitation. Canada reserves the right to seek an extension of the bid
validity period from all responsive bidders in writing, within a minimum of
3 days before the end of the bid validity period. If the extension is accepted
by all responsive bidders, Canada will continue with the evaluation of the
bids. If the extension is not accepted by all responsive bidders, Canada will,
at its sole discretion, either continue with the evaluation of the bids of those
who have accepted the extension or cancel the solicitation.
5. Bid documents and supporting information may be submitted in either
English or French.
6. Bids received on or before the stipulated bid solicitation closing date and
time will become the property of Canada and will not be returned. All bids
will be treated as confidential, subject to the provisions of the Access to
Information Act ( R.S. 1985, c. A-1) and the Privacy Act ( R.S., 1985, c. P-
21).
7. Unless specified otherwise in the bid solicitation, Canada will evaluate only
the documentation provided with a bidder's bid. Canada will not evaluate
information such as references to Web site addresses where additional
information can be found, or technical manuals or brochures not submitted
with the bid.
8. A bid cannot be assigned or transferred in whole or in part.
SACC Manual Reference Code
2003
3
Bidder Requirements
3.1 Bidder Responsibilities. Each Bidder must
(a) before submitting a bid, obtain any clarification it considers necessary
of the bid solicitation requirements
(b) prepare its bid in accordance with the bid solicitation instructions,
(c) submit a complete bid by the closing date and time,
(d) send its bid only to the Public Works and Government Services Canada
(PWGSC) Bid Receiving Unit specified on page 1 of the bid solicitation or to
the address specified in the bid solicitation (or fax number and related
instructions for faxed bids noted in section titled "Bid Submission"),
(e) ensure that its name, its return address, and the bid solicitation number,
closing date, and time are clearly visible on the envelope or parcels
containing the bid,
(f) provide a comprehensible and sufficiently detailed bid, including all
requested pricing details, that will enable Canada to make an informed
evaluation based on the bid solicitation criteria, and
(g) comply with all other requirements of this bid solicitation.
4 Bid Submissions
4.7 Provision of Documentation. Canada will make available Notices of
Proposed Procurement (NPP), bid solicitations, and related documents for
download through the Government Electronic Tendering Service (GETS).
Canada is not responsible and will not assume any liabilities whatsoever for
the information found on websites of third parties. Canada will not notify
Bidders if it amends an NPP, a bid solicitation, or any related documentation.
It will post all amendments (including significant enquiries received and their
replies) using GETS. Bidders are responsible for regularly consulting GETS
for the most up-to-date information. Canada will not be liable for any
oversight on the Bidder's part nor for notification services offered by a third
party.
4 Bid Submission
4.6 Bid Submission Requirements
(c) Validity of Bids. Bids will remain open for acceptance for a period of not
less than [60] days from the closing date of the bid solicitation. Canada may
seek an extension of the bid validity period from all responsive Bidders in
writing, within a minimum of three days before the end of the bid validity
period. If all compliant bidders agree to extend their bids, Canada will
continue with the evaluation of the bids. If the extension is not accepted by all
responsive Bidders, Canada will, at its sole discretion, either continue with
the evaluation of the bids of those who have accepted the extension or
cancel the solicitation.
(d) Bid Language. Bidders may submit their documents and supporting
information in either English or French.
(e) Bids Become Property of Canada. Bids received on or before the
solicitation closing date and time will become the property of Canada and
Canada will not return them to bidders. Canada will treat all bids as
confidential, subject to the provisions of the "Access to Information Act and
the Privacy Act.”
(f) No Assignment of Bids. A bid cannot be assigned or transferred in whole
or in part.
8 Evaluation Procedures
8.3 Evaluation Based on Documents Provided. Unless specified
otherwise in the bid solicitation, Canada will evaluate only the documentation
provided with the bid; it will not evaluate any other information.
New Contract Model
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Simplifying and Using Plain Language Clauses
Language simplification is a core concept of contract modernization which is trending globally. Increasingly,
public and private sector organizations are undertaking detailed and comprehensive reviews of their
contractual terms and conditions to see how they can be written and structured more simply and clearly. The
value in doing this is that it increases each party’s understanding of their roles and responsibilities,
significantly reduce disputes and expedites contract award.
With those advantages in mind, the content contained within the new contract model has been redrafted to
focus on simplification and plain language. Some of the key principles that have been adopted include:
Headings: Using informative headings that serve as a summary of the contents.
Clauses: Breaking text into smaller units with one substantive topic per clause.
Sentences: Drafting in short, declarative sentences.
Words: Using standard language, without jargon or legalese wherever possible.
Punctuation: Using punctuation to aid readability.
To further improve the readability of our contracts, the new contract model has been updated to be simpler
and include more whitespace. As such, the contract presentation style or format has changed. For instance,
long, complex paragraphs were broken down into separate clauses, each covering a single concept only. In
addition, clauses were given a descriptive caption, much like a sub-title, for ease of reference. While this
may appear at first glance to be relatively inconsequential, these changes are some of the most effective
ways to improve the readability of contracts.
The example below shows some of the contract presentation style changes.
Use of Captions – An Illustration
2.1. Initial Term. The Work is to be performed during the period of [DATE].
29.8. Applicable Laws. Any resulting contract must be interpreted and governed, and the relations between
the parties determined, by the laws in force in [PROVINCE].
29.13. Priority of Documents. If there is a discrepancy between the wording of any documents that appear
on the list, the wording of the document that first appears on the list has priority over the wording of any
document that subsequently appears on the list.
9
Figure 3 is a visual representation of what the modernization of contractual content looks in this model.
18 (2012
-
03
-
02) Conflict of Interest
–
Unfair
Advantage
In order to protect the integrity of the procurement
process, bidders are advised that Canada may
reject a bid in the following circumstances:
1. if the Bidder, any of its subcontractors, any of
their respective employees or former employees
was involved in any manner in the preparation
of the bid solicitation or in any situation of conflict
of interest or appearance of conflict of interest;
2. if the Bidder, any of its subcontractors, any of
their respective employees or former employees
had access to information related to the bid
solicitation that was not available to other
bidders and that would, in Canada's opinion,
give or appear to give the Bidder an unfair
advantage.
The experience acquired by a bidder who is
providing or has provided the goods and services
described in the bid solicitation (or similar goods or
services) will not, in itself, be considered by Canada
as conferring an unfair advantage or creating a
conflict of interest. This bidder remains however
subject to the criteria established above.
Where Canada intends to reject a bid under this
section, the Contracting Authority will inform the
Bidder and provide the Bidder an opportunity to
make representations before making a final
decision. Bidders who are in doubt about a particular
situation should contact the Contracting Authority
before bid closing. By submitting a bid, the Bidder
represents that it does not consider itself to be in
conflict of interest nor to have an unfair advantage.
The Bidder acknowledges that it is within Canada's
sole discretion to determine whether a conflict of
interest, unfair advantage or an appearance of
conflict of interest or unfair advantage exists.
3 Bidder Requirements
3.4 Conflict of Interest
(a) Right to Reject. Canada may reject a bid if the
Bidder, any of its subcontractors, or any of their
respective employees or former employees
(i) was involved in any manner in the preparation of
the bid solicitation or in any situation of conflict of
interest or appearance of a conflict of interest, or
(ii) had access to information related to the bid
solicitation that was not available to other Bidders
and that would, in Canada's opinion, give or appear
to give the Bidder an unfair advantage.
(b) Experience Not an Unfair Advantage. Canada
will not consider any experience any Bidder has
acquired by providing the goods and/or services
described in the bid solicitation (or similar goods or
services), in itself, as conferring an unfair advantage
or creating a conflict of interest.
(c) Notification of Rejection. If Canada intends to
reject a bid under this section, Contracting Authority
will inform the Bidder and provide the Bidder an
opportunity to make representations.
Figure 3
:
Modernizing and Simplifying Contractual Content: An Example
SACC Manual Reference Code 2003
New Contract Model
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Developing a New Contractual Structure
The last and perhaps most important change being considered is related to ensuring that our contractual documents
are structured as effectively and efficiently as possible. Below is a description of current thinking related to how a
bid solicitation and resulting contract could be reimagined to improve the contracting process. Please be advised
that the changes being proposed only form the basis of a conceptual model which is still under development and
review.
Understanding the Bid Solicitation
The bid solicitation conceptual model is driven by, among other things, the desire to:
Make it easier and simpler for suppliers
to determine if they are willing and/or
able to bid on a given procurement.
Make it easier and faster for bidders to
prepare and submit a bid.
Structure the bid solicitation so bidders
can more clearly understand and comply
with the requirements within the
solicitation.
Make it easier for procurement officers to
manage the bid solicitation process.
Increase competition and achieve better value for the Crown by minimizing errors or omissions by bidders that
could render a bid non-responsive.
11
Figure 4 below represents a high-level description of the bid solicitation conceptual model.
Figure 4: Bid Solicitation Table of Contents: A High-Level Description
Figure 5 is meant to provide more detail in terms of the types of content one may find within some of the broader
elements of the bid solicitation. This table of contents is for illustrative purposes only and does not represent an
exhaustive list of content.
TABLE OF CONTENTS
1. Bid Solicitation …..………….......... xx
2. Bid Requirements ………………... xx
3. Bidder Requirements ……………..xx
4. Bid Submission…..…………..……xx
5. Communication ……………………xx
6. Technical Proposal ………………. xx
7. Financial Proposal …………………xx
8. Evaluation Procedures ……….......xx
9. Basis of Selection ……………...… xx
10. Technical
Evaluation………………………..…xx
11. Financial
Evaluation………………….……….xx
12. Attachments/Annexes…….……….xx
These sections contain detailed
information on what is technically and
financially required of the supplier.
These sections
contain
critical information
a bidder needs to know and understand
regarding what the Government of Canada
wishes to acquire and to help a bidder
determine if they are both willing and able
to bid.
These sections provide information on
how to submit a bid and how both the
Government of Canada and suppliers
are going to interact with one another
during the bid solicitation process.
These sections outline t
he process of
evaluation and the manner in which the
evaluation will occur.
These sections expand on the general
evaluation procedures by providing
specific content related to how the
technical and financial proposals will be
evaluated.
This section contains information to be
included with the bid and provides
specific information essential for the
interpretation and completion of the bid
solicitation
.
12
Figure 5: A Bid Solicitation Table of Contents: A Working Example: For Illustration Purposes Only
Table of Contents
1. Bid Solicitation
1.1. Bids
1.2. Contract Term
1.3. Delivery
2. Bid Requirements
2.1. Security Requirement
2.2. Trade Agreements
2.3. Canadian Content
2.4. Comprehensive Land Claims Agreements
2.5. Set-aside for Aboriginal Business
2.6. Controlled Goods Requirement
2.7. National Security Exception
2.8. Basis for Canada's Ownership of Intellectual
Property
2.9. Task Authorization
3. Bidder Requirements
3.1. Bidder Responsibilities
3.2. Compliance with Code of Conduct
3.3. Bid Integrity
3.4. Conflict of Interest
3.5. Controlled Goods
3.6. Federal Contractor’s Program for Employment Equity
3.7. Former Public Servants
3.8. Security Clearances
3.9. Bid Submission Form
3.10. Bidder Declaration
3.11. Insurance
4. Bid Submission
4.1. Bid Due Date
4.2. Bid Submittal by Mail or epost
4.3. Delayed Bids
4.4. Hard Copy Bid Delivery
4.5. Discrepancies
4.6. Bid Submission Requirement
4.7. Provision of Documentation
4.8. Bid Costs
4.9. Applicable Laws
4.10. Entire Requirement
4.11. Electronic Payment Instruments
5. Communications
5.1. Bid Communications
5.2. Bidders' Conference
5.3. Site Visit
5.4. Bid Debriefings
5.5. Improvement of Requirement During Solicitation
6. Technical Proposal
6.1. Technical Bid
6.2. Substantiation Information
6.3. Previous Similar Projects
6.4. Proposed Resources
6.5. Customer References
7. Financial Proposal
7.1. Financial Bid
7.2. Pricing
7.3. Exchange Rate Fluctuation
8. Evaluation Procedures
8.1. Assessment
8.2. Evaluation Based on Documents Provided
8.3. Evaluation Team
8.4. Evaluation of Canadian Content
8.5. Right to Request Information
8.6. Rights of Canada
8.7. Rejection of Bid
9. Basis of Selection
9.1 Basis of Selection
10. Technical Evaluation
10.1. Mandatory and Point Related Technical Criteria
10.2. Demonstration
10.3. Samples
11. Financial Evaluation
11.1. Mandatory Financial Criteria
11.2. Blank Prices
11.3. Evaluation of Price
11.4. Price Justification
12. Attachments and Annexes
Attachment - Bid Solicitation Definitions
Attachment - Bid Submission Form
Attachment - Statement of Work
Attachment - Bidder Declaration Form
Annex - Resulting Contract Terms and Conditions
13
Understanding the Resulting Contract
The new resulting contract being considered is organized into “building blocks” or broad groupings of core contract
clauses with a similar or related purpose. These building blocks are intended to establish a high-level contract
structure to reflect the essential elements of a resulting contract including, among other things:
Clearly describing the nature of the acquisition or more generally, the “deal”.
Clearly defining the obligations and requirements of suppliers.
Clearly defining the obligations and requirements of the Government of Canada.
Establishing appropriate protections
to ensure that the other party
performs their obligations as
intended.
Outlining rights and remedies in the
event of unintended circumstances
that cause loss to one of the
contracting parties.
General legal terms and conditions
covering the interpretation and
enforcement of the agreement.
Figure 6 below is an example of a table of contents to help illustrate what these fundamental building blocks would
look like in practice and how they are organized to form the structure of the resulting contract.
14
Figure 6: Resulting Contract Table of Contents: A High-Level Description: For Illustration Purposes Only
Figure 7 provides more detail of content one may find within some of the broader elements of the resulting contract.
This table of contents is for illustrative purposes only and does not represent an exhaustive list of content.
This group of sections
clearly
describe the nature of the
acquisition or more generally,
the “deal”.
This group of sections define
the obligations and
requirements of the suppliers.
Canada’s obligations and the
price for the acquisition are
detailed in these sections.
This group presents
appropriate protections to
ensure that the other party
performs their obligations as
intended.
These terms provide rights,
remedies, and allocation of
risks in the event of unintended
circumstances.
These are the common
contract provisions that
determine how the agreement
is interpreted and enforced.
TABLE OF CONTENTS
1. Statement of Work …..……………….………......….xx
2. Term ……………..…………………………….....…..xx
3. Work …………………….……………….……………xx
4. Task Authorization …...…………………….………..xx
5. Delivery …………..……………………….………….xx
6. Transportation ………………………..................….xx
7. Inspection, Rejection and Cure .……………….…..xx
8. Basis of Payment …….…………...........................xx
9. Payment …………………………….………...…….. xx
10. Warranties …………….…………………………..…xx
11. Ownership and Risk of Loss …….……………….…xx
12. Government Property ….………………...………....xx
13. Copyright ….……..………………………………......xx
14. Use and Translation of Written Material ……….....xx
15. Confidentiality …….……………...…….………....... xx
16. Access to Information .…………........ ……….........xx
17. Accounts and Audit ….………….......………..........xx
18. Insurance…….…………......................………........xx
19. Certifications and Additional Information……….....xx
20. Proactive Disclosure of Contracts with Former Public
Servants ……………………….……………….....…xx
21. International Sanctions …………........………........xx
22. Foreign Nationals…….………….........………........xx
23. Defence Contract …….………….........……….......xx
24. Controlled Goods Program .…….. ……….............xx
25. Liability…….……………..……….........………........xx
26. Termination and Suspension .…........... ……….....xx
27. Indemnification ……….…………........……….........xx
28. Limitations on Liability …….…….........………........xx
29. General Provisions .…………….......... ……….......xx
15
Figure 7: Resulting Contract Table of Contents: A Working Example – For Illustration Purposes Only
Table of Contents
1. Statement of Work
2. Term
2.1. Initial Term
2.2. Extended Term
3. Work
3.1. Conduct of the Work
3.2. Specifications
3.3. Personnel
3.4. Subcontracts
3.5. Option to Purchase
4. Task Authorization
4.1. Form and Content of TA
4.2. Contractor’s Response to TA
4.3. TA Limit and Authorities for Validly Issuing TAs
4.4. Periodic Usage Reports
4.5. Refusal of TAs
4.6. Consolidation of TAs for Administrative Purposes
4.7. CLCA
5. Delivery
5.1. Delivery Obligations
5.2. Delivery Requirements
5.3. Delivery Costs
6. Transportation
6.1. Transportation Costs
6.2. Transportation Carriers' Liability
6.3. Shipment Documentation
7. Inspection, Rejection, and Cure
7.1. Inspection
7.2. Rejection and Cure
8. Basis of Payment
8.1. Fees
8.2. Limitation of Expenditure
8.3. Changes and Modifications
9. Payments
9.1. Invoices
9.2. Payment Period
9.3. Late Payments
9.4. Right of Set-Off
9.5. Electronic Payment of Invoices
10. Warranties
10.1. Goods Warranty
10.2. Services Warranty
10.3. Canada's Right to Remedy
10.4. Extension of Warranty
11. Ownership and Risk of Loss
11.1. Property Rights
11.2. Risk of Loss
11.3. Title
12. Government Property
12.1. Use of Property
12.2. Care of Property
12.3. Return of Property
12.4. Inventory of Property
13.
Copyright
13.1. Ownership of Copyright in Material
13.2. No Use of Material
13.3. Moral Rights
13.4. Definition of Material
14. Use and Translation of Written Material
14.1. Copyright and Right to Use
14.2. Translated Materials
15. Confidentiality
15.1. Confidentiality Obligations
15.2. Use Solely for the Purpose
15.3. Return of Information
15.4. Non-Confidential Information
15.5. Protected Information
16. Access to Information
17. Accounts and Audit
17.1. Accounts and Records
17.2. Time Records
17.3. Records Retention
17.4. Government Audit
18. Insurance
18.1. Insurance Requirements
18.2. Additional Insurance
18.3. Certificate of Insurance
19. Certifications and Additional Information
20. Proactive Disclosure of Contracts with Former Public Servants
21. International Sanctions
21.1. Limitations
21.2. Contractor Obligations
22. Foreign Nationals
23. Defence Contract
23.1. Governance of Contract
23.2. Title to Work
24. Controlled Goods Program
25. Liability
26. Termination and Suspension
26.1. Termination on Notice
26.2. Termination on Default
26.3. Suspension of the Work
26.4. Survival
27. Indemnification
28. Limitations on Liability
29. General Provisions
29.1. Independent Contractor
29.2. Entire Agreement
29.3. Amendment
29.4. Counterparts
29.5. Assignment
29.6. Successors and Assigns
29.7. Notice
29.8. Applicable Laws
29.9. Powers of Canada
29.10. Excusable Delays
29.11. Waiver
29.12. Severability
29.13. Priority of Documents
