23. Model Contract — Verification and Access to Records

• 23.1.  The Contractor shall implement the IRB procedures and practices as described in the IRB Management Plan. Any changes to the IRB Management Plan are subject to approval by the IRB Authority.
• 23.2.  The Contractor shall keep proper records and all documentation relating to the determination of the CCV of the work provided under this Contract, including invoices and proof of payments. The Contractor shall not, without the prior written consent of the IRB Authority, dispose of any such records or documentation until the expiration of two (2) years after final payment of this Contract, or until settlement of all outstanding claims and disputes, whichever is later. All such records and documentation shall at all times during the aforementioned retention period be open to verification, inspection and examination by the IRB Authority or his/her delegate, who may make copies thereof and take extracts therefrom.
• 23.3.  In addition, the IRB Authority may request the Contractor provide copies of all such information be sent to him/her via mail or courier for a random sample of IRB Transactions as he/she may from time to time request.
• 23.4.  If the IRB Authority determines that the information contained in the annual report and certified by the Certificate of Compliance shall be verified, the Contractor shall undertake to provide the IRB Authority with access, at all reasonable times, and within sixty (60) calendar days of being notified, to its accounts and records relating thereto and shall, by obtaining similar undertakings in the subcontracts of all Eligible Parties, arrange for the same in respect of any subcontracts and suppliers carrying out the work.
• 23.5.  Where, subsequent to the verification action taken pursuant to this Clause, the IRB Authority determines that the records are insufficient to verify the Contractor's achievements in respect of any IRB Commitment, the Contractor shall provide such additional information as may be required by the IRB Authority.
• 23.6.  Where it cannot be verified that an IRB Transaction has provided the IRB claimed, that portion of the IRB which cannot be verified will be considered as not having been achieved and the IRB Authority will give Notice to the Contractor of the shortfall through the Contracting Authority.
• 23.7.  Should the Contractor disagree with a decision delivered pursuant to the above paragraph, the Contractor, within twenty (20) Business Days from the notification of the said decision, may appeal, by Notice to the Contracting Authority, the above decision by describing fully the issue, all relevant factors and the reasons for its disagreement with the said decision. The IRB Authority, on subsequent review of the factors surrounding the disagreement, will issue a final determination, identifying the amount of any such IRB achieved.
• 23.8.  If the IRB Authority determines that a significant Shortfall in the Contractor's total IRB Commitment exists and if the IRB Authority believes that the Contractor will not meet its total IRB Commitment, the IRB Authority may give, through the Contracting Authority, notice to the Contractor and request the Contractor to submit a proposal showing how the Contractor plans to correct such deficiencies. The Contractor will submit its proposal within sixty (60) calendar days of receipt of such notice. If the proposal is not acceptable to the IRB Authority, the IRB Authority may request the Contracting Authority to terminate the Contract.
• 23.9.  The Contractor's overall IRB Commitments, claims and achievements, is information available to Parliament and is considered by the Canadian Government as information that can be released to the public. However, in situations where transactional information is formally requested through the Access to Information and Privacy Act of the Government, the IRB Authority will identify this information as "company confidential" when submitting it to the ATIP office for final release determination.