Strategic Aerospace and Defence Initiative (SADI) Contribution Agreement Template

Strategic Aerospace & Defence Initiative

Preamble

This template is subject to change and revised versions will be posted as they become available. This document is provided for information only and the Minister reserves the right to omit, modify or add clauses in the course of negotiations with potential recipients.

[Project name]

This agreement made

Between:

HER MAJESTY THE QUEEN IN RIGHT OF CANADA
as represented by the Minister of Innovation, Science and Economic Development Canada

(the "Minister")

And:

[Company name], a corporation duly incorporated under the laws of [Canada or provincial name], having its head office located at [address]

(the "recipient")

Recitals

Whereas

  1. The Strategic Aerospace & Defence Initiative (SADI) is specifically designed to encourage strategic research and development that will result in innovation and excellence in new, or improved products, services and processes in either of the aerospace, defence, space or security (A&D) industries, and to foster collaboration between research institutes, universities, colleges, and the private sector;
  2. Neither the entering into this agreement nor the provision by the Minister of the contribution is contingent upon export performance on the part of the recipient;
  3. The Project is in respect of Industrial Research and/or Pre-Competitive Development; and
  4. The Project involves technologies that:
    • Support the development of next generation A&D related products, services and processes;
    • Build on Canadian strengths in A&D technology development;
    • Enable Canadian companies to participate in major platforms and supply chains; or
    • Assist in the development of A&D industries in order to support Canada in achieving its international obligations.

Now, therefore, in consideration of their respective obligations set out below, the Parties hereto agree as follows:

Article 1 – Deadline for receipt of signed agreement

1.1  This agreement must be signed by the recipient and received by the Minister within thirty (30) days of its signature on behalf of the Minister, failing which it will be null and void.

Article 2 – Interpretation

2.1  The following form an integral part of this agreement:

e.g. Schedule 8 - Environmental Mitigation Measures

2.2  In the event of conflict or inconsistency, the order of precedence amongst the documents forming part of this agreement will be:

  • The Articles of agreement,
  • Schedule 1 — SADI General Conditions
  • Schedule 2 — The Project
  • Other Schedules

2.3  In addition to those terms defined in the recitals and unless otherwise specified, a capitalized term in this agreement has the meaning given to it in section 1 of Schedule 1.

2.4  Unless amended in writing by the Parties, this agreement constitutes the entire agreement between the Parties and supersedes all previous documents, negotiations, arrangements, undertakings and understandings related to its subject matter.

Article 3 – Recipient's Obligations

3.1  The recipient covenants and agrees:

  1. to carry out the Project in a diligent and professional manner using qualified personnel, and complete same on or before [date] ("Project Completion Date");
  2. subsequently unless otherwise agreed to in writing with the Minister, use best efforts to commercialize the Project Intellectual Property;
  3. to ensure that High Value Activities (as defined in Article 8) are conducted exclusively in Canada;
  4. to make all repayments due to the Minister as set out in Schedule 3 to this agreement;
  5. except as otherwise permitted in Article 8, to carry out the Project exclusively in Canada;
  6. to spend an amount representing at least 1% of all Eligible Costs on Collaboration, to carry out such Collaboration commitments in a diligent professional manner and to complete same on or before the Project Completion Date; and
  7. to satisfy and comply with all other terms, conditions and obligations contained in this agreement.

Article 4 – The contribution

4.1  Subject to the terms and conditions of this agreement, the Minister will make a contribution to the recipient in respect of the Project, of the lesser of:

  1. [XX]% of the Eligible Costs; and
  2. $[XXXX].

4.2  The Minister will not contribute to any Eligible Costs incurred by the recipient prior to [date] ("Eligibility Date"). In no event will Eligible Costs incurred prior to the date of this agreement exceed 20% of the total estimated Eligible Costs set out in Form C2 of Schedule 2.

4.3  In the event that the recipient does not spend an amount representing at least 1% of the total Eligible Costs on Collaboration, as required by paragraph 3.1(f) above, the Minister may reduce the contribution by the equivalent dollar amount of the deficiency.

For contributions of $10M or more

4.4  The Minister agrees to allocate funds to the Project as shown in Form C2 of Schedule 2.

For any Government Fiscal Year, the Minister will have no obligations to disburse any amount greater than those shown in Form C2 of Schedule 2.

If, for a given Government Fiscal Year, the recipient claims an amount inferior to the estimated contribution for that year, the Minister will consider any request to reprofile the excess funds to future Government Fiscal Years before the Project Completion Date.

Article 5 – Environmental Assessment

5.1  The recipient represents that the Project is not a "designated project" as defined in the Canadian Environmental Assessment Act, 2012 (CEAA) and is not being carried out on "federal lands" as defined in the CEAA.

5.2  The recipient shall comply with all federal, provincial, territorial, municipal and other applicable laws governing the recipient or the Project, or both, including but not limited to, statutes, regulations, by-laws, rules, ordinances and decrees. This includes legal requirements and regulations relating to environmental protection and the successful implementation of and adherence to any mitigation measures, monitoring or follow-up program that may be prescribed by the Minister or by other federal, provincial, territorial, municipal bodies, and certifies to the Minister that it has done so.

5.3  The recipient will provide the Minister with reasonable access to any Project site for the purpose of ensuring that the terms and conditions of any environmental approval are met, and that any mitigation, monitoring or follow-up measure required has been carried out.

5.4  If as a result of changes to the Project or otherwise, should an assessment be required in accordance with CEAA for the Project, the Minister and the recipient agree that the Minister's obligations under this agreement will be suspended from the moment that the Minister informs the recipient, until (i) a decision statement has been issued to the recipient or, if applicable, the Minister has decided that the Project is not likely to cause significant adverse environmental effects, and (ii) if required, an amendment to this agreement has been signed, setting out any conditions included in the decision statement. The recipient agrees to comply with any such conditions.

Article 6 – Government Funding

6.1  The recipient hereby acknowledges that, except for tax credits (other than investment tax credits), deductions or allowances available under the Federal and Provincial Income Tax Acts, no federal, provincial or municipal government financial funding, other than that described below, has been requested or received by the recipient for the Eligible Costs of the Project.

Federal $ [the maximum amount and source of assistance, if any]

Provincial $ [the maximum amount and source of assistance, if any]

Territorial $ [the maximum amount and source of assistance, if any]

Municipal $ [the maximum amount and source of assistance, if any]

Total  $[Total amount] space to insert amount ($)

6.2  The recipient shall inform the Minister of any change to the amount of federal, provincial, territorial or municipal government funding identified in Article 6.1 (except for tax credits (other than investment tax credits), deductions or allowances available under the Federal and Provincial Income Tax Acts) to be received for the Eligible Costs. Such notice of change must be made promptly in writing, and in any case not later than thirty (30) days following the change. In the event of additional assistance, the Minister will have the right to either reduce the contribution to the extent of any additional funding or require the recipient to repay such additional funding in accordance with section 4.3 of Schedule 1.

Article 7 – Addresses & Notices

7.1  Any notice to the Minister in fulfillment of obligations such as progress claims, annual reporting, and any other documents stipulated under this agreement, will be addressed to:

Industrial Technologies Office
Attn: Senior Director, Operations
Strategic Aerospace & Defence Initiative
8th Floor
235 Queen Street
Ottawa, Ontario K1A 0H5
Fax No: (613) 954-5649

7.2  All correspondence and notices to the recipient will be addressed to:

[Company name]
Attn: [title]
[address]
Fax No:

Article 8 – Special Conditions

Article 9 – Language of agreement

9.1  The Parties hereto confirm that it is their wish that this agreement as well as all other documents relating thereto, including notices, have been and will be drawn up in English only.

Les parties aux présentes confirment que c'est leur volonté que cette convention de même que tous les documents, y compris les avis s'y rattachant, soient rédigés en anglais seulement.

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In witness whereof the Parties hereto have executed this agreement through duly authorized representatives.

HER MAJESTY THE QUEEN IN RIGHT OF CANADA
as represented by the Minister of Innovation, Science and Economic Development Canada

Per:

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Industrial Technologies Office
[name], Executive Director

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Date

[Company name].

Per:

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Name & Title

I have the authority to bind the Corporation.

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Date

Per:

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Name & Title

I have the authority to bind the Corporation.

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Date

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