1.1. For the purpose of this Part, unless the context otherwise requires, the following definitions apply:
1.1.1. "Achieve", "Achieved", or "Achievement" in relation to any Commitment for Industrial and Regional Benefits (IRB), means the accomplishment of all or any part of an IRB Commitment;
1.1.2. "Achievement Period" or "IRB Achievement Period" means the period commencing on XXXX and ending X years following the Effective Date of this Contract;
1.1.3. "Banked IRB Transaction" means an IRB Transaction that resides in the IRB Bank that has been approved in writing by the IRB Authority and has met the IRB Eligibility Criteria of Causality, Incrementality, Canadian Content Value and Eligible Party;
1.1.4. "Canadian Company" or "Canadian Corporation" means a commercial enterprise that is resident and operating in Canada and incorporated, registered or recognized as such, under federal or provincial legislation and which has ongoing business activities in Canada;
1.1.6. "Capitalization" means the total value of a company's issued shares plus the value associated with instruments which can be converted into shares. For publicly traded companies, this is equal to the total number of issued shares multiplied by the market price plus the equity portion of any derivative instrument according to Canadian Generally Accepted Accounting Principles. For privately held companies, this is equal to the total number of issued shares multiplied by the most recent price at which they were sold plus the equity portion of any derivative instrument according to Canadian Generally Accepted Accounting Principles;
1.1.7. "Causality" means the criteria of the IRB Policy which stipulates that a proposed work package or "IRB Transaction" was brought about by an IRB Obligation to Canada as set forth in Article 5, Eligibility Criteria for IRB Transactions;
1.1.9. "Consortium of Consortia" means a public-private partnership established with the intent of undertaking activities related to research and development, and which shall meet the criteria set out in Article 9, Investments made to Consortium;
1.1.10. "Designated Regions of Canada" means the following regions: the "Atlantic Region", consisting of the Provinces of Newfoundland and Labrador, Prince Edward Island, New Brunswick and Nova Scotia; the "Quebec Region", consisting of the Province of Quebec; the "Northern Ontario Region", consisting of that part of the Province of Ontario northward from the southern limits of Nipissing and Parry Sound Districts and west of the Ottawa River; and the "Western Region", consisting of the Provinces of Manitoba, Alberta, Saskatchewan, and British Colombia;
1.1.11. "Direct IRB Transaction", "Direct" or "Direct IRB" means an IRB Transaction that is entered into for the performance of any part of the Work under this Contract, and includes work on approved Global Value Chain (GVC) platforms as defined in Article 1.1.14;
1.1.13. "Eligible Party" means the provider of the IRB, and consists of: the Contractor, its parent corporation, and all its subsidiaries, divisions and subdivisions; and first tier suppliers related to the performance of any part of the Work under this Contract. Canadian-owned companies with less than 500 employees (including first-tier suppliers) will not be considered as Eligible Parties without written approval of the IRB Authority;
1.1.14. "Global Value Chain" means a platform which is similar to the platform being proposed for (Insert Project Name), have a market potential (measured by market size and longevity) equal to or greater than the platform proposed for (insert Project Name), and offers significant opportunities for technological advancement, growth in the level of system integration, small and medium-sized business (SMB) participation, and have large-scale and sustainable acquisition and/or sustainment opportunities;
1.1.15. "Import Replacement" refers to the production/manufacture of a good or the provision of a service in Canada that was formerly manufactured or provided from off-shore sources of supply;
1.1.16. "Incrementality" refers to the Eligibility Criteria outlined in Article 5.3, Eligibility Criteria for IRB Transactions which stipulates that an indirect IRB activity must include new work, over and above a baseline of similar previous business activity undertaken by the Contractor with the recipient;
1.1.17. "Indirect IRB Transaction", "Indirect", or "Indirect IRB" means an IRB Transaction that is entered into for a business activity unrelated to the performance of any part of the Work under this Contract;
1.1.18. "Industrial and Regional Benefit" or "IRB" or "IRB Transaction" means a commercial or business activity that is carried out by means of a contract, including any purchase order, sales agreement, license agreement, letter of agreement or other similar instrument in writing, that has an identified dollar value, meets the Eligibility Criteria set forth in this Contract and has been approved by the IRB Authority;
1.1.19. "IRB Authority" means the Minister of Industry or any other person designated by the Minister of Industry to act on the Minister's behalf. The IRB Authority is responsible for evaluating, monitoring, verifying and accepting IRB, and for assessing the Contractor's IRB performance under this Contract;
1.1.20. "IRB Credit" or "Credit" in relation to any IRB Commitment, means the Written Notice by the IRB Authority that an IRB has been achieved in whole or in part and that the Contractor's obligation has to that extent been fulfilled;
1.1.21. "IRB Investment" means an IRB Transaction which consists of an investment within Canada of a verifiable amount of money which fosters the production of goods or the performance of services by Canadian citizens or permanent residents as defined in the Immigration and Refugee Protection Act 2001, c.27, and which shall meet the criteria set forth in Article 7, Investment in Canada;
1.1.22. "IRB Plans" means the Contractor prepared IRB Plans which form part of this Contract: IRB Management Plan, dated XXX, bearing reference number XXX; IRB Regional Development Plan, dated XXX, bearing reference number XXX; and Small and Medium Business Development Plan, dated XXX, bearing reference number XXX;
1.1.23. "IRB Reporting Period" or "Reporting Period" means: Period 1, commencing on the first day of the IRB Achievement Period and ending on the last day of the twelfth month after the Effective Date and a consecutive twelve month increment following Period 1 (Periods 2, 3, etc.) until the end of the IRB Achievement Period;
1.1.24. "Major Obligor" means a company which holds contractual commitments for IRB Obligations in Canada in excess of $1 billion;
1.1.25. "Mutual Abatement" or "IRB swap" means a reduction of the Contractor's IRB Obligation in exchange for the reduction of a Canadian company's obligations to a foreign offset authority;
1.1.26. "Over-achievement" in relation to any IRB Commitment, means the degree or amount by which the Contractor's IRB Credit measured in terms of CCV, granted during the IRB Achievement Period for an IRB Transaction is greater than the IRB Commitment for that IRB Transaction;
1.1.27. "Pooling" refers to the act of applying IRB credit achieved on a single IRB Transaction may be applied over two or more discrete IRB Obligations;
1.1.28. "Shortfall" in relation to any IRB Commitment, means the CCV amount by which the Contractor fails to achieve its Commitment in the IRB Reporting Periods;
1.1.29. "Small and Medium Business" or "SMB" means a Canadian-based, independently-owned and operated manufacturer or service company with fewer than 250 full-time personnel as of the date of entering into an eligible IRB Transaction. Agents and distributors of foreign goods and services as well as subsidiaries of large firms do not qualify as Small and Medium Business;
1.1.30. "Semi-processed Goods" means goods converted from their natural state of a raw material through the use of a specialized process into a state of readiness for use or assembly into a final product;
1.1.31. "Strategic Plan" means a document which describes the Contractor's broad corporate business development plans for Canada and how these plans may translate into strategic IRB activities, as set forth in Article 12, Strategic Plans;
1.1.32. "Technology Cooperation," "Technology and Skills Cooperation", "IRB Technology Cooperation" and "Technology Transfer" consists of the granting of a license, and the transmission of a usable body of knowledge to a Canadian company. Technology Cooperation has no imputed value based on development, but is measured in CCV of future sales resulting from the cooperation output by the IRB Recipient and shall meet the criteria set forth in Article 6, Technology and Skills Cooperation;
1.1.33. "Venture Capital Fund" or "VCF" means a pooled group of investments directed at assisting the growth of Canadian Small Businesses and which is managed by a third party and which shall meet the criteria set forth in Article 8, Third Party Investments/Venture Capital Funds for Small Business; and
1.1.34. "World Product Mandate" means a long-term supplier relationship between the Contractor or an Eligible Party and a Canadian company whereby the Canadian company has been legally authorized to carry out and has sole responsibility for specific activities including the design, development, intellectual property, manufacture and marketing related to the supply of products, components, modules or services destined for the domestic and world markets. The CCV of the product is calculated as described in Article 18, World Product Mandate.
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