Table of Contents for Appendix A
Notes on Context
Contractor Owns
Crown Owns
In preparing the Model Clauses, based on existing PWGSC terms,
it has been necessary to rely on certain defined terms which have
application in our contracts beyond the scope of the IP terms
alone. We have used the defined terms Contractor, Minister, Work,
Contract, Subcontract, and Canada (and their derivatives) in
these Model Clauses but have not incorporated these definitions
in the Model Clauses themselves, to avoid conflict with
definitions of the same or similar terms that may already be in
use in Departments' existing contract terms. Depending on how a
department structures its contract documents, it may be necessary
to specify how the definitions in the IP terms and the those in
the rest of the contract apply. PWGSC's definitions of these
terms are included below, and are drawn from its General
Conditions DSS-MAS 9624.
Additionally, one must be aware that the Model Clauses do no
represent complete contract terms. Thus, there are provisions in
other elements of PWGSC's standard terms that are assumed to be a
common element of Departments' contracting practices. These are
not included as they are provisions which apply to more than just
the IP terms of a contract. Among the supporting provisions that
may be needed to give the Model Clauses full effect are those
dealing with subcontracting, termination for default, title to
the non-IP elements of the deliverables, security and protection
of the work, inspection, survival. In PWGSC practice these are
incorporated in General Conditions which form the backbone of the
contracts the IP terms are used in.
The order of precedence of documents is an issue that must be
considered carefully in integrating IP terms into existing
contract documents. As the practice may vary widely in different
departments, and even in differing contracting areas within a
department, terms specifying precedence of documents have not
been included.
DEFINITIONS (used in, but not contained in, Model
Clauses)
"Canada", "Crown", "Her Majesty" or "the Government" means Her
Majesty the Queen in right of Canada;
"Contract" means the written agreement between the Parties,
these general conditions, any Supplemental General Conditions
specified in the written agreement, and every other document
specified or referred to in any of them as forming part of the
Contract, all as amended by agreement of the Parties from time to
time;
"Contractor" means the person or entity whose name appears on
the signature page of the written agreement and who is to supply
goods or services to Canada under the Contract;
"Minister" means the Minister of Public Works and Government
Services and any other person duly authorized to act on behalf of
that Minister;
"Subcontract" includes a Contract let by any subcontractor at
any tier for the performance or supply of a part of the Work, and
includes a purchase referred to in paragraph 2(a) of section 07
at any such tier, and the derivatives of the word shall be
construed accordingly;
"Work" means the whole of the activities, services, materials,
equipment, Software, matters and things required to be done,
delivered or performed by the Contractor in accordance with the
terms of the Contract.
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