9.0 Model Contract — Investments made to Consortium

• 9.1.  In any instance where the Contractor or its Eligible Party invests in research and development through a consortium, the method of crediting such investments will be as detailed in this Clause. A consortium shall consist of an association of the following: the Contractor or its Eligible Party, a minimum of one (1) Canadian company and a minimum of one (1) Canadian post-secondary institution or public sector research institution. Investments shall be permitted in the form of cash donations as well as in-kind contributions.
• 9.1.1.  Timing:
• 9.1.1.1.  IRB credit can be claimed when:
• 9.1.1.1.1.  the Contractor makes a financial contribution to a qualifying consortium; and,
• 9.1.1.1.2.  the Consortium partner(s) make their contribution to the consortium.
• 9.1.1.2.  All Consortia related IRB credits claimed by the Contractor are subject to annual reporting and verification and approval by the IRB Authority before IRB credits are approved.
• 9.1.2.  Scope:
• 9.1.2.1.  A Consortium shall be considered as an association between the Contractor(s), Canadian company(s) and Canadian research institute(s). The association shall consist of a minimum of:
• 9.1.2.1.1.  the Contractor or its Eligible Party; and,
• 9.1.2.1.2.  a minimum of one (1) publicly or privately owned Canadian company; and,
• 9.1.2.1.3.  a minimum of one (1) post-secondary or public research institution.
• 9.1.2.2.  Involvement of non-Canadian company(s) in the consortia shall be permitted. The combined total investment from foreign sources shall not exceed fifty (50) percent of the Consortium value.
• 9.1.2.3.  The Contractor shall not be able to claim its Consortium partner(s) as Eligible Parties to this Contract. In cases where an existing Eligible Party to the Contract participates in a Consortium, a separate IRB Transaction Sheet shall be submitted that describes the Eligible Parties' involvement in the Consortium to claim credits for contributions leveraged by the Eligible Party. At no time shall the Contractor and Eligible Party be able to claim for the same contributions.
• 9.1.2.4.  In addition to demonstrating Causality, the Contractor shall be responsible for demonstrating how its involvement in the Consortium leveraged the investments from the other parties involved.
• 9.1.2.5.  The Contractor may choose to invest in an existing Consortium and will be credited for its investment into the Consortium. In order to receive credit for funds invested by other companies, the Contractor must demonstrate that the additional funds invested into the Consortium were the result of the Contractor's participation. The Contractor will not receive credit for funds already existing in the Consortium prior to their participation.
• 9.1.2.6.  The Contractor will not be eligible to claim IRB on any funds leveraged by other parties and applied to other IRB obligations. In cases where multiple Contractors with IRB obligations are involved in a Consortium, each of these Contractors may be eligible to receive IRB credit for their own contribution and that of the partners they attract to the Consortium.
• 9.1.2.7.  Contributions to the Consortium may take the form of in-kind donations. These donations will not be eligible for a multiplier. In the case of equipment, tools and other final goods, credit for these shall be given based on an assessment to be undertaken by a Third Party to this Contract solely at the cost of the Contractor. Donations that cannot be assessed by a Third Party may be credited for reasonable costs incurred. The costs of these assessments will not be eligible for IRB Credit.
• 9.1.2.8.  The future sales that may arise from the Consortium will not be considered for IRB Credit. Should the Contractor procure goods and services from the Consortium, the purchase will be considered as a separate IRB Transaction. No multiplier will be applied to these future sales.
• 9.1.3.  Multiplier for IRB Credit purposes:
• 9.1.3.1.  The multiplier for IRB credit purposes shall be credited as follows. An initial value shall be the sum of the following:
• 9.1.3.1.1.  the value of cash contributions from the Contractor to the Consortium; and,
• 9.1.3.1.2.  the value of cash contributions from other eligible participants, leveraged by the Contractor's participation in the Consortium, up to a maximum value equal to that of the Contractor's contribution.
• 9.1.3.2.  However, the following will not be eligible for IRB Credit:
• 9.1.3.2.1.  contributions from post-secondary institutions and public research institutions shall not be counted towards the Contractor's obligations; and,
• 9.1.3.2.2.  direct contributions from all levels of government into the Consortium.
• 9.1.3.3.  Once an initial value is established, the Contractor shall receive a five (5x) times multiplier on the initial value.
• 9.1.3.4.  When a Consortium IRB Transaction is submitted, the Contractor must identify the manner that it proposes to calculate the regional distribution. The Contractor may opt to make regional commitments based on where funding for the Consortia originates as a proportion of the total Canadian funding. Alternatively, the Contractor may opt to make regional commitments based on where the work associated with the Consortium is taking place. In either situation, once a Contractor selects a regional calculation, the Contractor will be held to this selection.
• 9.1.4.  Performance Guarantees
• 9.1.4.1.  IRB Transaction sheets related to qualifying Consortium transactions are stated in the multiplied value of the proposed contributions to the Consortium. This multiplied value is part of the Contractor's total IRB commitment, and as such is subject to the performance guarantees stipulated in this Contract.
• 9.1.4.2.  If the Contractor fails to achieve an approved IRB Transaction involving a Consortium, the full "multiplied" value of its IRB Commitment shall be made up with other IRB activities that meet the IRB Eligibility Criteria. Substitute transactions will not automatically be subject to a multiplier.