Effective October 25, 2004

1. Definitions
2. Interpretation
3. Amendment
4. Assignment
5. Notices and Communications
6. Communication with Canadian Embassies and High Commissions
7. Public Recognition
8. Publication of information
9. Confidential Information
10. Business Conduct
11. Contractual Commitments with Third Parties
12. Subcontracting
13. Procurement and Disposal of Goods
14. Monitoring
15. Audit
16. Status of the Organization
17. Appropriation
18. Termination Due to Default of the Organization
19. Termination or Suspension for Convenience
20. Non-compliance
21. Indemnification
22. Dispute Resolution
23. Health Protection for Canadians Assigned Abroad
24. Briefings and Language Training
25. Training for Foreign Professionals, Students and Trainees
26. Anti-Corruption Clause
27. Anti-Corruption Declaration
28. Lobbyist
29. Conflict of Interest
30. Members of the House of Commons of Canada
31. Intellectual Property
32. Environment
33. Repayment and Recovery of the Contribution
34. Right of Set-Off

"Contribution" means the amount of CIDA’s contribution referred to in the Articles of Agreement - 2.1 and detailed in Part C and Part D of the Specific Terms and Conditions;

"Fiscal year" means the period beginning on April 1 in one year and ending on March 31 in the next year.

"Personnel" means all individuals involved in the Project either under employment or service contracts with the Organization or Subcontractors;

"Project" means the project, the program or the set of activities described in Part B of the Specific Terms and Conditions;

"Subcontractor" means an individual (other than an employee), a firm, a for-profit or not-for-profit organization or institution, acting alone or in a consortium, a joint venture, a partnership (limited or otherwise), having entered into a contract with the Organization to provide goods or services in relation to the implementation of the Project;

1. on the day of delivery, if hand-delivered;
2. when the other party acknowledges receipt, if sent by registered mail;
3. one workday following transmission, if sent by facsimile or e-mail.

1. by clearly and prominently labelling publications, advertising and promotional products and any form of material and products funded by CIDA, as follows, in the appropriate official language:
   "Program/project/activity undertaken with the financial support of the Government of Canada provided through the Canadian International Development Agency (CIDA)";
   "Programme/projet/activité réalisé avec l’appui financier du Gouvernement du Canada agissant par l’entremise de l'Agence canadienne de développement international (ACDI)";
2. by affixing CIDA’s corporate identity logo on publications, advertising and promotional products and on any other form of material and products funded by CIDA, in accordance with CIDA’s written approval and instructions and with the design standards obtained pursuant to section 7.3.

CIDA’s Federal Identity Program Coordinator
E-mail address: info@acdi-cida.gc.ca

1. the actual cost of the training;
2. the cost of travel (except international travel), accommodation and meal expenses in accordance with the Treasury Board Travel Directive.

1. the actual cost of the sessions;
2. the cost of travel (except international travel), accommodation and meal expenses in accordance with: Management of Student and Trainees in Canada: Manual for the Executing Agency.

1. were convicted during a period of three years prior to the submission of the Project proposal, by a court of law in Canada or in any other jurisdiction for an offence involving bribery or corruption or;
2. are under sanction, for an offence involving bribery or corruption, imposed by a government, a governmental organization or a development organization providing development assistance.

31.2.1 Licence to the beneficiary of the Project For subject-matters created under the Agreement, the Organization undertakes to grant to each person designated by CIDA a licence restricted to the territory in which the Project is executed, that is perpetual, non-exclusive, non-transferable, non-commercial, free of charge and royalty-free, authorizing the licensee:
1. to do the acts reserved to the intellectual property rights owner according to the applicable national law, or the acts mentioned in Canadian law if there is no national law or if such law is silent regarding acts reserved to the owner in Canadian law; and
2. to grant a sublicence to any person, authorizing the sublicensee to do all or part of the acts mentioned in paragraph (a), pursuant to all or part of the terms and conditions of the licence granted pursuant to section 31.2.1.

31.2.2 Licence to Her Majesty For subject-matters created under the Agreement, the Organization grants to Her Majesty a worldwide, perpetual, non-exclusive, non-transferable, non- commercial, free of charge and royalty-free licence, authorizing Her Majesty to do the acts stipulated in paragraphs 31.2.1(a) and (b). The licence granted to Her Majesty for each subject-matter designated pursuant to section 31.4.2 shall come into force and effect upon signature of the Agreement.

31.3.1 Components or complements For each subject-matter created outside the Agreement that is used as a component or complement of any subject-matter created under the Agreement, the Organization undertakes to grant to each person designated by CIDA pursuant to section 31.4.2 a licence upon the same terms and conditions as those stipulated in section 31.2.1, and grants to Her Majesty a licence upon the same terms and conditions as those stipulated in section 31.2.2. The licence granted to Her Majesty for each subject-matter that is used as a component or complement shall come into force and effect no later than the date of the last payment of the Contribution under the Agreement.

31.3.2 Independent use For each subject-matter created outside the Agreement that will be used independently of any subject-matter created under the Agreement, the Organization undertakes to grant to each person designated by CIDA, and to Her Majesty upon CIDA's written request, a licence whose terms and conditions shall be agreed upon by the Organization and CIDA.

31.4.1 Description of subject-matters created under the Agreement Except for subject-matters related to the definition or management of the Project, the Organization shall describe to CIDA, in a duly identified list, as soon as possible after the creation of the subject-matter and no later than in the final narrative report, each subject-matter created under the Agreement.

31.4.2 CIDA's designations CIDA shall designate in writing to the Organization, within ninety (90) days from the receipt of the description mentioned in section 31.4.1, each person to whom the licence stipulated in section 31.2.1 is to be granted, and for which subject-matters, and the subject-matters for which the licence stipulated in section 31.2.2 is granted to Her Majesty. If no designation is made by CIDA, CIDA shall be deemed to have approved the persons that the Organization has designated in writing to CIDA, and to have designated to the Organization all subject-matters created under the Agreement. The Organization shall grant the licence, in writing, within sixty (60) days from the date CIDA has designated this person.

31.4.3 Adjustments, modifications, adaptations The Organization may require each person designated by CIDA, and request Her Majesty, to assign to the owner designated by the Organization all intellectual property rights in adjustments, modifications and adaptations made to subject-matters pursuant to the licences or sublicences granted pursuant to sections 31.2 and 31.3. Such assignments shall not prevent persons designated by CIDA, Her Majesty or their sublicensees from doing the acts authorized under licences or sublicences for the subject-matters as adjusted, modified or adapted. CIDA may ignore requests that have not been made in writing before the expiry of the Agreement.

31.4.4 Moral rights, ownership and public recognition The Organization shall ensure that:
1. authors of works created under the Agreement waive their moral rights or undertake not to hinder, by reason of their moral rights, the exercise of the rights licensed under the Agreement;
2. the original and copies of each intellectual property rights subject-matter bear the symbol used to indicate the owner's ownership, the owner's name and any other usual information; and
3. the original and copies of each subject-matter created under the Agreement indicate CIDA's contribution to its creation, as required by section 7.

31.4.5 Handling of information The Organization shall ensure that the information conveyed by intellectual property rights subject-matters has been produced or gathered in accordance with generally accepted practices and in compliance with the law. In particular, the said information shall not be defamatory or obscene.

31.4.6 Copies to the person designated by CIDA The Organization undertakes to transfer to each person designated by CIDA pursuant to section 31.4.2 ownership of copies of intellectual property rights subject-matters mentioned in sections 31.2 and 31.3 and to deliver the copies, in accordance with the description, in the number and to the location agreed upon by the Organization and this person, free of charge.

31.4.7 Copies to CIDA The Organization shall transfer ownership to CIDA and shall deliver, prior to the final payment of the Contribution, to the address indicated for notification and communication, an electronic copy and a hard copy, or a copy on any other medium suited to the nature of the subject-matter, of each subject-matter created under the Agreement, and of each subject-matter serving as a component or complement thereof. CIDA reserves the right to require transfer of ownership and delivery of other copies of each of these subject-matters. The Organization shall transfer ownership of the copies designated by CIDA before the date of the last payment of the Contribution and deliver them to CIDA, free of charge.

31.4.8 Market value The Organization declares and guarantees that the total of the market value of the licences granted to Her Majesty pursuant to sections 31.2 and 31.3, and of the market value of the copies mentioned in section 31.4.7, does not exceed twenty-five thousand Canadian dollars (CAD$25,000) on the date of the final payment of the Contribution under the Agreement.

31.4.9 Subcontractors The Organization shall ensure that Subcontractors comply with section 31, including by authorizing the Organization in writing to grant the licences that the Organization has undertaken to grant to each person designated by CIDA and has granted to Her Majesty under the Agreement, if these Subcontractors are the intellectual property rights owners.

31.4.10 Third-party assignment of rights The Organization shall ensure that the owner to whom rights are assigned before or after the expiry or termination of the Agreement undertakes, in writing, to comply with section 31 and to ensure that this obligation is transferred, in writing, from one owner to another.

32.2.1 Under the Canadian Environmental Assessment Act ("CEAA"), CIDA is required to ensure that an environmental assessment of certain projects (as defined in the CEAA) is conducted before providing financial assistance to carry out such projects in whole or in part. Should such an assessment be required, the Organization shall, in accordance with Part A of the Specific Terms and Conditions, prepare an Environmental Assessment and Screening Report and forward it to CIDA.

32.2.2 CIDA reserves the right to take any action necessary to ensure compliance with the requirements of the CEAA or to ensure environmental protection more generally, including but without being limited to, the termination of the Agreement or the imposition of any mitigation or follow-up measures necessary to reduce, eliminate or control any adverse environmental effects of the Project. Without restricting the generality of the foregoing, this right shall apply in situations where the environmental assessment screening report is deemed by CIDA to be inadequate to ensure compliance with the requirements of the CEAA.

1. any unused balance upon completion of the Agreement;
2. the sum of all disallowed costs, such as expenses incurred for unauthorized purposes.

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