ARCHIVED — General Conditions of a Service Contract 2004

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GC1 Interpretation

1.1 In the present contract:

1.1.1 "contract" means the contract documents referred to in Articles of Agreement;

1.1.2 "invention" means any new and useful art, process, methodology, technique, machine, manufacture or composition of matter, or any new and useful improvement thereof; whether or not patentable;

1.1.3 "Minister" includes a person acting for, or if the office is vacant, in place of the Minister and the Minister's successors in the office, and the Minister's of their lawful deputy and any of the Minister's or their representatives appointed for the purpose of the contract;

1.1.4 "work" unless otherwise expressed in the contract, means everything that is necessary to be done, furnished or delivered by the Contractor to perform the Contractor's obligations under the contract;

1.1.5 "Contracting Authority" means the officer or employee of Her Majesty named in the Articles of Agreement and authorized by the Minister to approve the contract and any amendments thereof and to perform any of the Minister's functions under the contract;

1.1.6 "Project Officer" means the individual designated in the Articles of Agreement and delegated by the Contracting Authority to act as administrative liaison between the Contractor and the Contracting Authority;

1.1.7 "prototypes" includes models, patterns and samples;

1.1.8 "technical documentation" means all information of a scientific or technical nature relating to the Work, whether oral or recorded in any form of medium and whether or not copyrightable, including but not limited to any inventions, designs, methods, processes, techniques, know-how, reports, drawings, plans, specifications, photographs, models, prototypes, patterns, samples, schematics, experimental or test data, firmware, software, surveys, calculations and other data, information and materiel collected, computed, drawn of produced including computer print-outs;

1.1.9 "background Contractor technology" means all technical information that is not Foreground technology and that is proprietary to or confidential information of the Contractor, its sub-contractors or any other supplier of the Contractor;

1.1.10 "background Crown technology" means all technical information that is provided by or on behalf of Canada to the Contractor for the purposes of the work and that is proprietary to or the confidential information of Canada;

1.1.11 "foreground technology" means any invention, database, technical information, software first conceived, developed or reduced to practice in the performance of the work and all technical information collected, developed, or produced, as part of the work;

1.1.12 "IP rights" means proprietary and other rights in prototypes, technical documentation and other technology including, but not limited to copyright, patent, trademark, industrial design, plant breeders rights, rights in integrated circuit topographies, trade secrets, know-how and show-how;

1.1.13 "software" means computer programs, computer program modifications, source code, software documentation, software development methodologies, software designs and specifications and software prototypes.

GC2 Informatics Security

2.1 In accordance with the departmental informatics security policy, all diskettes, whether software or data must be scanned for viruses. The approval of the Information Management Branch and/or Project Authority must be obtained prior to loading any software, computer programs or data onto any departmental computer.

2.2 Non-compliance with this requirement could result in your organization being excluded from consideration for future work contracted by IC.

GC3 Successors And Assigns

3.1 The contract shall ensure to the benefit of and be binding upon the parties hereto and their lawful heirs, executors, administrators, successors and assigns.

GC4 Assignment

4.1 The contract shall not be assigned in whole or in part by the Contractor without the prior written consent of the Minister, and any assignment made without that consent is void and of no effect.

4.2 No assignment of the contract shall relieve the Contractor from any obligation under the contract or impose any liability upon Her Majesty or the Minister.

GC5 Time Of The Essence

5.1 Time is of the essence of the contract.

5.2 Any delay by the Contractor in performing the Contractor's obligations under the contract which is caused by an event beyond the control of the Contractor, and which could not have been avoided by the Contractor without incurring unreasonable cost through the use of work-around plans including alternative sources or other means, constitutes an excusable delay. Events may include, but are not restricted to: acts of God, acts of Her Majesty, acts of local or provincial governments, fires, floods, epidemics, quarantine restrictions, strikes or labour unrest, freight embargoes and unusually severe weather.

5.3 The Contractor shall give notice to the Minister immediately after the occurrence of the event that causes the excusable delay. The notice shall state the cause and circumstances of the delay and indicate the portion of the work affected by the delay. When requested to do so by the Contracting Authority, the Contractor shall deliver a description in a form satisfactory to the Minister, of work-around plans including alternative sources and any other means that the Contractor will utilize to overcome the delay and endeavour to prevent any further delay. Upon approval in writing by the Minister of the work-around plans, the Contractor shall implement the work-around plans and use all reasonable means to recover any time lost as a result of the excusable delay.

5.4 Unless the Contractor complies with the notice requirements set forth in the contract, any delay that would constitute an excusable delay shall be deemed not to be an excusable delay.

5.5 Notwithstanding that the Contractor has complied with the requirements of GC5.3, Her Majesty may exercise any right of termination contained in GC9.

GC6 Indemnification

6.1 The Contractor shall indemnify and save harmless Her Majesty and the Minister from and against all claims, losses, damages, costs, expenses, actions and other proceedings, made, sustained, brought, prosecuted, threatened to be brought or prosecuted, in any manner based upon, occasioned by or attributable to any injury to or death of a person or damage to or loss of property arising from any wilful or negligent act, omission or delay on the part of the Contractor, the Contractor's servants or agents in performing the work or as a result of the work.

6.2 The Contractor shall indemnify Her Majesty and the Minister from all costs, charges and expenses whatsoever that Her Majesty sustains or incurs in or about all claims, actions, suits and proceedings for the use of the invention claimed in a patent, or infringement or alleged infringement of any patent or any registered industrial design or any copyright resulting from the performance of the Contractor's obligations under the contract, and in respect of the use of or disposal by Her Majesty of anything furnished pursuant to the contract.

6.3 The Contractor's liability to indemnify or reimburse Her Majesty under the contract shall not affect or prejudice Her Majesty from exercising any other rights under law.

6.4 The Contractor acknowledges that notwithstanding any authorization to use business cards bearing the departmental logo, he is not an employee of the Minister and will not represent or hold himself out to third parties in that capacity. To the extent that any third party, in reliance upon representations by the Contractor, or in reliance upon the issue of business cards, considers the Contractor to be an agent or employee of the Minister, the Contractor agrees to indemnify the Minister for any loss or damages and costs occasioned thereby by such third party.

GC7 Notices

7.1 Where in the contract any notice, request, direction, other communication is required to be given or made by either party, it shall be in writing and is effective if delivered in person, sent by registered mail, by telegram or by telex addressed to the party for whom it is intended at the address mentioned in the contract and any notice, request, direction or other communication shall be deemed to have been given if by registered mail, when the postal receipt is acknowledged by the other party; by telegram, when transmitted by the carrier; and, by telex, when transmitted. The address of either party may be changed by notice in the manner set out in this provision.

GC8 Canadian Labour And Materials

8.1 The Contractor shall use Canadian labour and material in performance of the work to the full extent to which they are procurable, consistent with proper economy and the expeditious carrying out of the work.

GC9 Termination Or Suspension

9.1 The Minister may, by giving notice to the Contractor, terminate suspend the work with respect to all or any part or parts of the work not completed.

9.2 All work completed by the Contractor to the satisfaction of Her Majesty before the giving of such notice shall be paid for by Her Majesty in accordance with the provisions of the contract and, for all work not completed before the giving of such notice, Her Majesty shall pay the Contractor's costs as determined under the provisions of the contract and in addition, an amount representing a fair and reasonable fee in respect of such work.

9.3 In addition to the amount which the Contractor shall be paid under GC9.2, the Contractor shall be reimbursed for the Contractor's cost of and incidental to the cancellation of obligations incurred by the Contractor pursuant to such notice and obligations incurred by or to which the Contractor is subject with respect to the work.

9.4 Payment and reimbursement under the provisions of GC9 shall be made only to the extent that it is established to the satisfaction of the Minister that the costs and expenses were actually incurred by the Contractor and that the same are fair and reasonable and are properly attributable to the termination or suspension of the work or the party thereof so terminated.

9.5 The Contractor shall not be entitled to be reimbursed any amount which, taken together with any amounts paid or becoming due to the Contractor under the contract, exceeds the contract price applicable to the work or the particular part thereof.

9.6 The Contractor shall have no claim for damages, compensation, loss of profit, allowance or otherwise by reason of or directly or indirectly arising out of any action taken or notice given by the Minister under the provisions of GC9 except as expressly provided therein.

GC10 Termination Due To Default Of Contractor

10.1 Her Majesty may, by notice to the Contractor, terminate the whole or any part of the work if:

(i) the Contractor becomes bankrupt or insolvent, or a receiving order is made against the Contractor, or an assignment is made for the benefit of creditors, or if an order is made or resolution passed for the winding up of the Contractor, or if the Contractor takes the benefit of any statute for the time being in force relating to bankrupt or insolvent debtors; or

(ii) the Contractor fails to perform any of the Contractor's obligations under the contract, or, in the Minister's view, so fails to make progress as to endanger performance of the contract in accordance with its terms.

10.2 In the event that Her Majesty terminates the work in whole or in part under GC10.1, Her Majesty may arrange, up on such terms and conditions and in such manner as Her Majesty deems appropriate, for the work to be completed that was so terminated, and the Contractor shall be liable to Her Majesty for any excess costs relating to the completion of the work.

10.3 Upon termination of the work under GC10.1, the Minister may require the Contractor to deliver and transfer title to Her Majesty, in the manner and to the extent directed by the Minister, any finished work which has not been delivered and accepted prior to such termination and any materials or work-in-process which the Contractor has specifically acquired or produced for the fulfilment of the contract. Her Majesty shall pay the Contractor for all such finished work delivered pursuant to such direction; and accepted by Her Majesty, the cost to the Contractor of such finished work plus the proportionate part of any fee fixed by the said contract and shall pay or reimburse the Contractor the fair and reasonable cost to the Contractor of all materials or work-in-process delivered to Her Majesty pursuant to such direction. Her Majesty may withhold from the amounts due to the Contractor such sums as the Minister determines to be necessary to protect Her Majesty against excess costs for the completion of the work.

10.4 The Contractor shall not be entitled to be reimbursed any amount which, taken together with any amounts paid or be coming due to the Contractor under the contract, exceeds the contract price applicable to the work or the particular part thereof.

10.5 If, after the Minister issues a notice of termination under GC10.1, it is determined by the Minister that the default of the Contractor is due to causes beyond the control of the Contractor, such notice of termination shall be deemed to have been issued pursuant to GC9.1 and the rights and obligations of the parties hereto shall be governed by GC9.

GC11 Appropriation

11.1 Any payment by Her Majesty under this contract is subject to there being an appropriation for the fiscal year in which the payment is to be made.

GC12 Member Of House Of Commons

12.1 No member of the House of Common shall be admitted to any share or part of this contract or to any benefit to arise therefrom.

GC13 Records To Be Kept By Contractor

13.1 The Contractor shall keep proper accounts and records of the cost of the work and of all expenditures or commitments made by the Contractor including originals or copies of invoices, receipts and vouchers, in accordance with Appendix C, which shall at reasonable times be open to audit and inspection by the authorized representatives of the Minister who may make copies and take extracts therefrom.

13.2 The Contractor shall afford facilities for audit and inspection and shall furnish the authorized representatives of the Minister with such information as the Minister or they may from time to time require with reference to the documents referred to herein.

13.3 The Contractor shall not dispose of the documents referred to herein without the written consent of the Minister, but shall preserve and keep them available for audit and inspection for such period of time as may be specified elsewhere in the contract or, in the absence of such specification, for a period of two years following completion of the work.

GC14 Intellectual Property

14.1 The Contractor shall promptly report and fully disclose to the Minister all technical information, databases, software and inventions that are, or could be, foreground technology.

14.2 Except as otherwise specified in this contract, IP rights to foreground technology shall vest in the Contractor.

14.3 GC14.2 shall not operate so as to vest in the Contractor any proprietary rights in background Crown technology, or in any property owned by a third party.

14.4 Notwithstanding GC14.2, Her Majesty shall have unrestricted ownership rights to the deliverable under this contract, including the right to sell it and to make it available for public use for a fee or otherwise. Unless otherwise specifically provided in this contract this subsection shall not apply to deliverables that consist of software.

14.5 If the Minister terminates or suspends this Contract, under GC10 the Minister may require the Contractor, at its own expense, to assign the IP rights in the foreground technology to Her Majesty, and to execute such conveyances and other documents relating to the IP rights, as the Minister may require. The Minister may also require the Contractor, at Her Majesty's expense, to provide all reasonable assistance in the protection of the IP rights as the Minister may require.

14.6 The Contractor hereby grants to Her Majesty, a non-exclusive, irrevocable, world-wide, fully paid, royalty-free and perpetual licence, acting through her employees, servants, agents, officers, representatives or through independent contractors, to use, make, copy, translate, modify, practice, produce, publish or further develop, the foreground technology for any government purpose except commercial sale or licensing in competition with the Contractor, in whole or in part, by any means whatsoever, including but not restricted to electronic dissemination and postings to one or more Internet sites.

14.7 Without limiting the generality of GC14.6, the Contractor agrees that the Crown licence in respect of foreground technology that consists of software includes the right, for any federal government purpose, to use and have others use such software or any modified version, on any and all computer systems owned, leased or operated by Her Majesty and by Her Majesty's employees, servants, agents, officers, representatives and independent contractors, anywhere in the world, without restriction.

14.8 The Contractor hereby grants to Her Majesty, a non-exclusive, irrevocable, world-wide, fully paid, royalty-free and perpetual licence, to use any background Contractor technology delivered to Canada under the contract solely for the following purposes:

(a) the use, operation, maintenance, repair or overhaul of the work;

(b) the manufacture of spare parts for the maintenance, repair overhaul of the work if those parts are not available in a reasonable or timely manner;

(c) the further development or modification of the work if the Contractor or other supplier of the background Contractor technology is unable or unwilling to perform development or modification work on fair and reasonable terms.

14.9 The Contractor shall ensure that any transfer of title to, or assignment of, or license for use of, the foreground technology or the background Contractor technology, will be subject to the Crown licences granted hereunder, and that any transferee, or assignee of the foreground technology or background Contractor technology will be subject to the same obligations and restrictions as apply to the Contractor under GC14.

14.10 The Contractor shall take reasonable measures to protect IP rights in the foreground technology, and in any case shall take at least the same measures as it takes in relation to equivalent intellectual property owned by it.

14.11 The Contractor shall provide the Minister access to examine the Contractor's records to permit the Minister to determine whether the Contractor has complied with its obligations under GC14.

14.12 If the foreground technology consists of software, the Contractor shall provide to the Minister a copy of or access to the source code version of the software, immediately upon demand thereof by the Minister. This provision shall apply, all necessary changes being made, to the background Contractor technology as well.

GC15 Conflict Of Interest

15.1 The Contractor declares that the Contractor has no pecuniary interest in the business of any third party that would cause a conflict of interest or seem to cause a conflict of interest in carrying out the work. Should such an interest be acquired during the life of the contract, the Contractor shall declare it immediately to the Contracting Authority.

(a) Contracting for the services of an individual

"It is a term of this contract that no individual, for whom the post-employment provisions of the Conflict of Interest and Post Employment Code for Public Office Holders (1994) or the Conflict of Interest and Post-Employment Code for the Public Service (1985) apply, shall derive a direct benefit from this contract unless that individual is in compliance with the applicable post-employment provisions; and that during the term of the contract any persons engaged in the course of carrying out this contract shall conduct themselves in compliance with the principles in the Conflict of Interest and Post-Employment Code for Public Office Holders (1994) which are the same as those in the Conflict of Interest and Post Employment Code for the Public Service (1985), with the addition that decisions shall be made in the public interest and with regard to the merits of each case. Should an interest be acquired during the life of the contract that would cause a conflict of interest or seem to cause a departure from the principles, the Contractor shall declare it immediately to the Departmental Representative."

(b) Contracting for the services of any individual

"It is a term of this contract that any persons engaged in the course of this contract and subsequent to it shall conduct themselves in manner such that there is not and will not be any conflict arising from competing or opposing, interest of other clients of the Contractor."

GC16 Contractor Status

16.1 This is a contract for the performance of a service and the Contractor is engaged under the contract as an independent contractor for the sole purpose of providing a service. Neither the Contractor nor any of the Contractor's personnel is engaged by the contract as an employee, servant or agent of Her Majesty. The Contractor agrees to be solely responsible for any and all payments and/or deductions required to be made including those required for Canada or Quebec Pension Plans, Employment Insurance, Workmen's Compensation, or Income Tax.

GC17 Warranty By Contractor

17.1 The Contractor warrants that the Contractor is competent to perform the work required under the contract in that the Contractor has the necessary qualifications including the knowledge, skill and ability to perform the work.

17.2 The Contractor warrants that the Contractor shall provide a quality of service at least equal to that which contractors generally would expect of a competent contractor in a like situation.

GC18 Amendments

18.1 No amendments of the contract nor waiver of any of the terms and provisions shall be deemed valid unless effected by a written amendment.

18.2 Rate of Compensation of Amendments

Unless indicated differently, the rate of compensation under all amendments to this contract shall be held consistent with the rate specified in the contract or as detailed in the original contractor proposal to undertake this work.

GC19 Entire Agreement

19.1 The contract constitutes the entire agreement between the parties with respect to the subject matter of the contract and supersedes all previous negotiations, communications and other agreements relating to it unless they are incorporated by reference in the contract.

GC20 Official Language

20.1 In accordance with the Official Languages Act, any survey, questionnaire, report or other forms may be required to be conducted and prepared in both Official Languages (English and French) at the discretion of the Contracting Authority.

GC21 Confidential Information

21.1 Any information of a character confidential to the affairs of Her Majesty to which the Contractor, or any officer, servant or agent of the Contractor becomes privy as a result of the work to be performed under this contract, shall be treated as confidential, during as well as after the performance of the said services.

21.2 All persons working through IC on a contract basis must sign a declaration of secrecy, and consent to be cleared through a security check to the level designated for the work assignment. Rights to access IC premises and material shall cease with the termination of the contract.

GC22 Office Space And Administrative Support

22.1 The Contractor shall provide office space equipped with such furniture, together with such staff and other services as may be necessary for carrying out of the services required under this contract.

GC23 Discretionary Audit

23.1 Your certification that the quoted price is not in excess of the lowest price charged anyone else, including your most favoured customer for like quality and quantity of the products/services, may be verified by Government audit before or after payment is made to you under the terms and conditions of this contract. Any payments made pending completion of the audit shall be regarded as interim payments only and shall be adjusted to the extent necessary to reflect the results of said audit, and if there has been any overpayment, it shall be promptly refunded to Her Majesty.

GC24 Information Collection

24.1 In accordance with government policy, no information collections, including substantial modifications to an existing information collection, shall be undertaken before a review has been conducted by Public Works Government Services Canada (PWGSC) and Industry Canada's Communications and Marketing Branch. In addition, final approval for the collection must be obtained from the Senior Departmental Advisor of that Branch.

GC25 Method Of Payment For Final Payment

25.1 Payment by Her Majesty for the work shall be made within:

(a) thirty (30) days following the date on which all of the work has been delivered and all other work required to be performed by the Contractor under the terms of the contract has been completed;

(b) thirty (30) days following the date on which an invoice and substantiating documentation are received according to the terms of the contract;

whichever is later.

25.2 If Her Majesty has any objection to the form of the invoice or the substantiating documentation, within (15) days of its receipt, She shall notify the Contractor of the nature of the objection. "Form of the invoice" means an invoice which contains or is accompanied by such substantiating documentation as Her Majesty requires. Failure by Her Majesty to act within 15 days will only result in the date specified in paragraph 1 of the clause to apply for the sole purpose of calculating interest on overdue accounts.

GC26 Method Of Payment For Progress Payments

26.1 Payment by Her Majesty for each delivery shall be made within:

(a) thirty (30) days following the date on which completed units have been delivered and all other work required to be performed by the Contractor with respect to these units under the terms of the contract has been completed;

(b) thirty (30) days following the date on which an invoice and substantiating documentation are received according to the terms of the contract;

whichever is later.

26.2 If Her Majesty has any objection to the form of the invoice or the substantiating documentation, within  (15) days of its receipt, She shall notify the Contractor of the nature of the objection. "Form of the invoice" means an invoice which contains or is accompanied by such substantiating documentation as Her Majesty requires. Failure by Her Majesty to act within 15 days will only result in the date specified in paragraph 1 of the clause to apply for the sole purpose of calculating interest on overdue accounts.

GC27 Interest On Overdue Accounts

27.1 For the purposes of this clause:

(a) "Average Rate" means the simple arithmetic mean of the Bank Rates in effect at 4:00 p.m. Eastern Standard Time each day during the calendar month which immediately precedes the calendar month in which payment is made, where the "Bank Rate" means the rate of interest established from time to time by the Bank of Canada as the minimum rate at which the Bank of Canada makes short term advances to members of the Canadian Payments Association;

(b) "Date of Payment" means the date of the negotiable instrument drawn by the Receiver General for Canada and given for payment of an amount due and payable;

(c) an amount is "due and payable" when it is due and payable by Canada to the Contractor in accordance with the terms of the Contract; and

(d) an amount becomes "overdue" when it is unpaid on the first day following the day upon which it is due and payable.

27.2 Canada shall be liable to pay to the Contractor simple interest at the Average Rate plus 3 percent per annum on any amount that is overdue, from the date such amount becomes overdue until the day prior to the date of payment, inclusive. Interest shall be paid without notice from the Contractor except in respect of payment which is less than 15 days overdue. No interest will be payable or paid in respect of payment made within such 15 days unless the Contractor so requests after payment has become due.

27.3 Canada shall not be liable to pay interest in accordance with this clause if Canada is not responsible for the delay in paying the Contractor.

27.4 Canada shall not be liable to pay interest on overdue advance payments.

GC28 Goods And Services Tax / Harmonized Sales Tax (GST/HST)

All prices and amounts of money in the Contract are exclusive of HST, as applicable, unless otherwise indicated. The Goods and Services Tax (GST) or Harmonized Sales Tax (HST), whichever is applicable, is extra to the price herein and will be paid by Canada.

The estimated GST or HST is included in the total estimated cost. GST or HST, to the extent applicable, will be incorporated into all invoices and progress claims and shown as a separate item on invoices and progress claims. All items that are zero-rated, exempt or to which the GST or HST does not apply, are to be identified as such on all invoices. The Contractor agrees to remit to Revenue Canada any amounts of GST and HST paid or due.

This clause will be in effect until such time as the appropriate SACC and Supply Manual clauses are amended.

GC29 Incapacity To Contract With Government

The contractor certifies that the contractor, including the contractor's officers, agents and employees, has not been convicted of an offence under the following provisions of the Criminal Code:

• Section 121, Frauds upon the Government;
• Section 124, Selling or Purchasing Office;
• Section  418, Selling Defective Stores to Her Majesty.

(Subsection 748(3) of the Criminal Code prohibits anyone who has so convicted from holding public office, contracting with the government or benefiting from a government contract.)

GC30 Certification — Contingency Fees

30.1 The Contractor certifies that it has not directly or indirectly paid or agreed to pay any covenants that it will not directly or indirectly pay a contingency fee for the solicitation, negotiation or obtaining of this contract to any person other than an employee acting in the normal course of the employee's duties.

30.2 All accounts and records pertaining to payments of fees or other compensation for the solicitation, obtaining or negotiation of the Contract shall be subject to the Accounts and Audit provision of the Contract.

30.3 If the Contractor certifies falsely under this section or is in default of the obligations contained therein, the Minister may either terminate this Contract for default or recover from the Contractor by way of reduction to the Contract Price or otherwise the full amount of the contingency fee.

30.4 In this section:

"contingency fee" means any payment or other compensation that is contingent upon or is calculated upon the basis of a degree of success in soliciting or obtaining a Government Contract or negotiating the whole or any part of its terms;

"employee" means a person with whom the Contractor has an employer/employee relationship;

"person" includes an individual or group of individuals, a corporation, a partnership, an organization and an association and, without restricting the generality of the foregoing, includes an individual who is required to file a return with the registrar pursuant to section 5 of the Lobbyist Registration Act R.S. 1985 c.44 (4^th supplement) as the same may be amended from time to time.

GC31 Provincial Sales Tax

The property and/or services ordered/purchased hereby the use of, and are being purchased by the Department of Industry with Crown funds, and are therefore not subject to Provincial Sales Tax.

GC32 Lump Sum Payment — Work Force Reduction Programs

It is a term of the contract:

• that the Contractor has declared to the Departmental Representative whether the Contractor has received a lump sum payment made pursuant to any work force reduction program, including but not limited to the Work Force Adjustment Directive, the Early Departure Incentive Program, the Early Retirement Incentive Program or the Executive Employment Transition Program, which has been implemented to reduce the public service;
• that the Contractor has informed the Departmental Representative of the terms and conditions of that work force reduction program, pursuant to which the Contractor was made a lump sum payment, including the termination date, the amount of the lump sum payment and the rate of pay on which the lump sum payment was based; and
• that the Contractor has informed the Departmental Representative of any exemption in respect of the abatement of a contract fee received by the Contractor under the Early Departure Incentive Program Order or paragraph 4 of Policy Notice 1995-8, of July 28, 1995.

GC33 General Conditions — Photographic Control

33.1 The Photographer will perform diligently, in a good and professional manner, the services described in the Statement of Work, performing multiple shooting of each photographic situation wherever possible.

33.2 The Department will pay the Photographer;

(a) a fee for performing the services in accordance with the Appendix B — Terms of Payment;

(b) reimbursement of reasonable expenses approved by the department, directly related to the performance of the services and paid by the Photographer for:

(i) transportation

(ii) accommodation

(iii) meals

(iv) meals of voluntary models in accordance with subsection (d) below

(v) photographic "props"

(vi) the services and expenses of professional models

(vii) film and photographic processing

(c) notwithstanding subsection (b), the Department will not pay any expense in excess of two hundred and fifty dollars ($250.00) for chartering an aircraft, helicopter or boat or obtaining a photographic "prop" unless the Department has authorized the expense in writing before it is incurred;

(d) for purposes of paragraphs (b)(i), (b)(iii), (b)(iv) and (b)(vi) meal expenses will be paid in accordance with Treasury Board's Travel Policy as amended from time to time, unless the Department, at its sole discretion, considers that exceptional circumstances warrant payment of a greater amount.

33.3 Notwithstanding any other provision of this contract, the amount payable by the department under this contract (including both fees and expenses) will not exceed the amount contained in the Articles of Agreement — Contract Amount.

33.4 The Department will pay the fees and expenses owing pursuant to this contract only after:

(a) the services are completed in accordance with this Agreement and to the satisfaction of the Department;

(b) The Department receives an invoice, certified by the Photographer and quoting the contract number, in detail satisfactory to the Department and accompanied by supporting documentation including original receipts satisfactory to the Department;

(c) The Department receives all photographic material related to the services, with rolls numbered consecutively;

(d) The Department receives a typed or legibly hand printed log sheet, for all photographic material, in the form provided by the Department, a full description of each roll, including date, precise geographical location, and related model release reference numbers;

(e) The Department receives the return of any letter of introduction provided to assist the Photographer in the performance of the services;

(f) The Department receives model releases, in the form provided by the Department, executed by all persons who appear in the photographic material created in the performance of the services. This requirement does not apply to crowd scenes;

(g) The Department receives all photographic "props" of which the cost is claimed as an expense under this contract.

33.5 (a) The department may terminate this contract by giving at least one day's notice in writing to the Photographer.

(b) The department terminates the contract under subsection (a) the department's liability under the contract shall be limited to the amount that, in the opinion of the department, is the fair and reasonable value of that portion of the services rendered prior to the date of termination.

GC34 International Sanctions

34.1 From time to time, in compliance with United Nations obligations or other international agreements, Canada imposes restrictions on trade, financial transactions or other dealings with a foreign country or its nationals. These sanctions may be implemented by regulation under the United Nations Act (UNA), R.S.C. 1985, c. U-2, the Special Economic Measures Act (SEMA), S.C. 1992, c. 17, or the Export and Import Permits Act (EIPA), R.S.C. 1985, c. E-19. The Contractor agrees that it will, in the performance of the Contract, comply with any such regulations that are in force on the effective date of the Contract, and will require such compliance by its first-tier subcontractors.

34.2 The Contractor agrees that Canada relies on the Contractor's undertaking in subsection (1) to enter into the Contract, and that any breach of the undertaking shall entitle Canada to terminate the Contract under the provisions of the Contract relating to default by the Contractor, and therefore to recover damages from the Contractor, including reprocurement costs arising out of such a termination.

34.3 Details on existing sanctions can be found at: http://www.international.gc.ca/sanctions/index.aspx?lang=eng

34.4 Canada will use reasonable efforts to make the text of such regulations available on its electronic bulletin board on a reasonably current basis by way of assistance to the Contractor, but the Contractor agrees that only the text as published in the Canada Gazette, Part II, is authoritative, and the Contractor waives any claim against Canada, the Minister, or their employees or agents for any costs, loss, or damage whatever that results from the Contractor's reliance on the text of a regulation as reproduced on the electronic bulletin board.