TPC Contribution Agreement Template (updated version - August 11, 2006)
TECHNOLOGY PARTNERSHIPS CANADA
PROJECT TITLE
This Agreement made
Between:
|
HER MAJESTY THE QUEEN IN RIGHT OF CANADA as
represented by the Minister of Industry (hereinafter referred to
as “the Minister”)
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And:
|
insert complete legal name of
proponent, a corporation duly incorporated under
the laws of insert “Canada” or province
of incorporation, having its head office located
at insert complete address
(hereinafter referred to as “the
Proponent”)
|
WHEREAS in a context in which innovation is essential
in an increasingly knowledge-based economy, the Minister is charged
with the achievement of Canada’s objectives of increasing
economic growth, creating jobs and wealth, and supporting sustainable
development; and
WHEREAS the Technology Partnerships Canada
(“TPC”) Program is specifically designed to promote the
above objectives by means of strategically investing in research,
development and innovation in order to encourage private sector
investment, and so maintain and grow the technology base and
technological capabilities of Canadian industry throughout the
country; and
WHEREAS the Minister agrees to make a TPC investment
in the Proponent’s project described in this Agreement (the
“Project”), considering that:
a) the Project will enhance Canadian technological capability in
....................;
b) the new technologies and resulting products are expected to offer
significant performance advantages over existing
..................................... technologies;
c) the resulting products are expected to contribute to meeting a
growing demand for high performance ..................................
products; and
d) the Project is expected to generate significant jobs and leverage
additional R&D activity in Canada;
AND WHEREAS the entering into this Agreement is not
contingent upon any export performance on the part of the Proponent.
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 Proponent
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.
OR .on or before March 31, 200x, failing which it
will be null and void.
Article 2 - Documents forming part of this
Agreement
2.1 The following documents form an integral part of
this Agreement:
-
These Articles of Agreement
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The Supplemental Instruments (if any)
-
Schedule 1 - TPC General Conditions
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Schedule 2 - The Project
-
Schedule 3 - Claims and TPC Project Cost Principles
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Schedule 4 - Contractual Benefits
-
Schedule 5 - Reporting Requirements
-
Schedule 6 - Project Fact Sheet for News release
Insert other Schedules as required
-
Schedule X - Special Purpose Equipment
-
Schedule X - Environmental Mitigation Measures
2.2 In the event of conflict or inconsistency, the
order of precedence amongst the documents forming part of this
Agreement shall be:
-
The Supplemental Instruments (if any)
-
These Articles of Agreement,
-
Schedule 1 - General Conditions
-
Schedule 2 - The Project Other Schedules
Article 2A – Interpretation
Unless otherwise specified, capitalized terms as used in these
Articles of Agreement have the same meaning as the corresponding
definition provided in Schedule 1, TPC General Conditions.
Article 3 - The Proponent’s Obligations
3.1 The Proponent will carry out the
enter name of Project Project (“the
Project”) as described in Schedule 2, will make
claims in accordance with Schedule 3, will provide the benefits
mentioned in Schedule 4, will issue the reports required under
Schedule 5 and will fulfil all of its other obligations hereunder, in
a diligent and professional manner using qualified personnel.
3.2 The Proponent shall ensure that the Project is
completed on or before insert date
(“Project Completion Date”), unless
otherwise agreed to in writing by the Minister
Article 4 - The Contribution
4.1 Subject to all the other provisions of this
Agreement, the Minister will make a Contribution to the Proponent in
respect of the Project, of the lesser of:
-
(a) insert sharing ratio % of the
Eligible Costs; and
-
(b) $insert maximum amount of
Contribution.
4.2 The Minister will not contribute to any Eligible
Costs incurred by the Proponent prior to insert
date nor after the Project Completion Date, unless
otherwise agreed to in writing by the Minister.
insert following Article for Agreements with a
Contribution equal to or greater than $10M:
4.3 Unless agreed to otherwise in advance in the
Articles of Agreement or in a Supplemental Instrument, the Minister
will not contribute to any Eligible Costs incurred by the Proponent in
any fiscal year which could cause the Contribution at the sharing
ratio noted in subsection 4.1 (a) above to exceed the following
amounts in the relevant Fiscal Years of the Project as follows:
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2004/05: $ xxxxxx
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2005/06: $ xxxxxx
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Etc.
The Minister will consider any request to reprofile these funds, but
the Minister will have no obligation to pay any greater amount in any
of the said Fiscal Years except to the extent that such reprofiling
will have been agreed to by the Minister.
Article 5 - Environmental Assessment
select applicable option which shall be consistent with
IDD
Option 1
If the Project is not considered to be a
“project” or is excluded from mandatory assessment under
the Canadian Environmental Assessment Act, the following shall be
inserted:
5.1 The Minister has determined that no assessment of
the Project is required under the Canadian Environmental Assessment
Act.
Option 2
If an assessment under the Canadian Environmental Assessment Act is
required and the Minister is satisfied that any potentially adverse
environmental effects that may be caused by the Project are
insignificant, the following shall be inserted:
5.1 The Minister has assessed the Project under
Canadian Environmental Assessment Act and is satisfied that
any potentially adverse environmental effects that may be caused by
the Project are insignificant.
O ption 3
If an assessment under the Canadian Environmental Assessment Act is
required and the Minister is satisfied that any potentially adverse
environmental effects that may be caused by the Project can be
mitigated with appropriate measures, the following shall be inserted.
Please check with Legal as wording may need to be adapted.
5.1 The Minister has assessed the Project under
Canadian Environmental Assessment Act and is satisfied that
any potentially adverse environmental effects that may be caused by
the Project are mitigable with known technology. The Minister will
have no obligation to make all or part of the Contribution unless the
Proponent:
-
(a)
-
satisfies the Minister that it has implemented or will implement,
measures to mitigate such potentially adverse environmental effects
in accordance with Schedule X (Environmental Mitigation Measures),
within the time frames specified therein; and
-
(b)
-
has incorporated and utilized and maintains environmental
protection measures in relation to the Project that satisfy the
requirements of all regulatory bodies having jurisdiction over the
Proponent or the Project, or both, and certifies to the Minister
that it has done so.
The said certification must be provided together with the each claim
for payment of the Contribution, and annually thereafter.
Article 6 - Other Government Assistance
6.1 The Proponent hereby acknowledges that, except
for scientific research and experimental development tax credits,
deductions or allowances, no other federal, provincial or municipal
government financial assistance other than that described below has
been requested or received by the Proponent for the Eligible Costs of
the Project.
-
Federal $ insert amount if any
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Provincial $ insert amount if any
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Municipal $ insert amount if
any
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Total $ insert amount if any
6.2 The Proponent will inform the Minister promptly
in writing of any other federal, provincial or municipal government
assistance (except for scientific research and experimental
development tax credits, deductions or allowances) to be received for
the Eligible Costs of the Project and the Minister will have the right
to reduce the Contribution under this Agreement to the extent of any
such assistance.
Article 7 – Addresses & Notices
7.1 Any notice to the Minister in fulfillment of
obligations such as progress claims, A.I.U.’s, royalty payments,
and other documents stipulated under this Agreement, will be addressed
to:
-
Document Control Centre
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Attn: Director, insert applicable TPC
Sector
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Technology Partnerships Canada
-
10th Floor
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300 Slater Street
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Ottawa, Ontario K1A 0C8
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Fax No: (613) 954-9117
7.2 All correspondence and notices to the Proponent
will be addressed to:
Article 8 - Special Conditions
8.1 Alternate Dispute Resolution
If a dispute arises concerning the application or interpretation of
this Agreement, the parties will attempt to resolve the matter through
good faith negotiation, and may, if necessary and the parties consent
in writing, resolve the matter through mediation by a mutually
acceptable mediator or arbitration in accordance with the
Commercial Arbitration Code set out in the schedule to the
Commercial Arbitration Act (Canada), and all regulations made
pursuant to that Act.
8.2 Visibility Protocol
-
-
(a)
-
The following sub-articles concerning public announcements by
the Proponent as well as the obligations set-out in Section
10 of the General Conditions are Material Undertakings under
this Agreement:
-
-
(i)
-
The Proponent shall obtain the prior consent of the
Minister prior to mentioning TPC in any of its public
statements. The Proponent shall mention TPC (name and
logo) in its promotional activities, in its publicities
and in its public relations when it mentions the
Project. A qualifying statement shall be added to
underscore the importance of the TPC contribution.
-
(ii)
-
The Proponent should invite representatives of TPC to
be present at public activities involving the Project
and shall inform the public of TPC's collaboration
in the Project.
-
(b)
-
For information purposes, the following Government of Canada URL
provides protocol guidelines for use when planning public
ceremonies related to the Project:
http://www.pch.gc.ca/progs/cpsc-ccsp/pe/index_e.cfm
(insert following clause if Project Phase goes beyond
31 December 2006):
8.3 Required Government Approvals
All payments to be made by the Minister to the Proponent, pursuant to
this Agreement, on or after December 31, 2006 are subject to the
required Governmental approvals, including Treasury Board. In the
event that the Minister is prevented from disbursing the full amount
of the Contribution, the Parties agree to review the effects of such a
shortfall in the Contribution on the implementation of the Agreement
and to adjust, as appropriate, the mutual obligations specified
therein.
8.4 insert other special articles to
override provisions in Schedule 1 (General Conditions) or to deal with
a subject matter that does not fall within the scope of any of the
other Schedules
insert article below for Quebec companies
only:
Article 9 - Language of Agreement
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. 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.
Article 9 or 10? -Entire Agreement
This Agreement constitutes the entire agreement between the parties
and supersedes all previous documents, negotiations, arrangements,
undertakings and understandings related to its subject matter.
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 Industry
|
Per:
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_______________
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Technology Partnerships Canada
|
Date
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Insert Name, Executive Director
|
|
insert complete legal name of Proponent
|
|
Per:
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_______________
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Date
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Name & Title
|
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Per:
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|
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_______________
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Date
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Name & Title
|
|
SCHEDULE 1 - TPC GENERAL CONDITIONS
Table of Contents
1. Definitions
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“Agreement”
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“Background Intellectual Property”
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“Benefits to Canada”
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“Contribution”
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“Contractual Benefits”
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“Default”
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“Eligible Costs”
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“Event of Default”
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“Fiscal Year”
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“Intellectual Property”
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“Interest Rate”
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“Material Change”
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“Project”
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“Project Completion Date”
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“Project Performance Milestones”
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“Schedule”
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“Statement of Work”
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“Supplemental Instrument”
2. Material Changes
3. Disposal of Assets
4. Claims for Payment
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4.1 Payment of Claims
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4.2 Hold-back Rights
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4.3 Overpayment by Minister
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4.4 Set-off Rights of Minister
5. Monitoring
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5.1 Minister’s Right to Audit Accounts and Records
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5.2 Access to Premises
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5.3 Access to Third-party Information
6. Representations, Warranties and Undertakings
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6.1 Power and Authority of Proponent
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6.2 Authorized Signatories
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6.3 Binding Obligations
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6.4 No Pending Suits or Actions
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6.5 No Gifts, Inducements or Commissions
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6.6 Intellectual Property
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6.7 Compliance with Environmental Protection Requirements
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6.8 Other Agreements
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6.9 Dividend Restriction
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6.10 Other Financing.
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6.11 Registration of Lobbyists & Fees
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6.12 Renewal of Representations
7. Term of Agreement
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7.1 Contractual Benefits
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7.2 Advance Payment
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7.3 Audit
8. Default and Recovery
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8.1 Events of Default
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8.2 Remedies on Default
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8.3 Remedies Fair and Reasonable
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8.4 No Waiver
9. Force Majeure
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9.1 Event of Force Majeure
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9.2 Definition of Force Majeure
10. Announcements
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10.1 Consent to Public Announcement
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10.2 Confidentiality Obligation
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10.3 Reporting under Security Laws
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10.4 Public Release of Repayment Amount
11. Notice
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11.1 Form and Timing of Notice.
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11.2 Change of Address
12. Compliance with Laws
12A. Change in Law
13. Members of Parliament
14. Annual Appropriations
14.1 Parliamentary Allocation
14.2 Lack of Appropriation
15. Confidentiality
-
15.1 Consent Required
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15.2 International Dispute
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15.3 Financing and Licensing
16. Consent of the Minister
17. No Assignment of Agreement
18. Compliance with Post-employment Provisions
19. Contribution Agreement Only
20. Binding Agreement
21. Severability
22. Applicable Law
23. Signature in Counterparts
TPC GENERAL CONDITIONS
1. Definitions
For the purposes of this Agreement, unless the context indicates
otherwise:
“Agreement” means the agreement to which
these General Conditions relate, consisting of Articles of Agreement,
and Supplemental Instruments and the Schedules referred to in these
Articles.
“Background Intellectual Property” means
the intellectual property rights in the technology developed prior to
the beginning of the Project and required for the carrying out of the
Project or the exploitation of the Intellectual Property.
“Benefits to Canada” means the
contractual benefits agreed to by the parties in Schedule 4 in favour
of Canada and which constitute an integral part of this Agreement.
“Contractual Benefits” means the
contractual benefits mentioned in Schedule 4.
“Contribution” means the funding, in
Canadian dollars, payable by the Minister under the Agreement.
“Default” means any of the events
specified in Section 8.1, the occurrence or failure to occur of which
constitutes an Event of Default, or becomes an Event of Default with
the passage of time.
“Eligible Costs” means the Project cost
elements specified in the Statement of Work in Schedule 2 and incurred
by the Proponent in accordance with the TPC Project Cost Principles,
excluding those Project cost elements that may be specifically
mentioned in the Statement of Work as not being supported by the
Minister or other costs prohibited elsewhere in this Agreement.
“Event of Default” has the meaning
assigned to it in section 8.1.
“Fiscal Year” means the federal
government fiscal year beginning on April 1 and ending on the
following March 31.
“Intellectual Property” means all
technical data, including, without limitation, all designs,
specifications, software, data, drawings, plans, reports, patterns,
models, prototypes, demonstration units, practices, inventions,
methods, applicable special purpose equipment and related technology,
processes or other information conceived, produced, developed or
reduced to practice in carrying out the Project, and all rights
therein including, without limitation, patents, copyrights, industrial
designs, trademarks, and any registrations or applications for the
same and all other rights of intellectual property therein, including
any rights which arise from the above items being treated by the
Proponent as trade secrets or confidential information.
“Interest Rate” means the Bank Rate, as
defined in the Interest And Administrative Charges
Regulations, in effect on the due date, plus 300 basis points,
compounded monthly. The Interest Rate for a given month can be found
at: http://www.pwgsc.gc.ca/recgen/text/podd-e.html
“Material Change” has the meaning defined
in Section 2;”
“Project” means the project described in
Schedule 2.
“Project Completion Date” means the date
set in the Articles of Agreement for the completion of the Project.
“Project Performance Milestones” means a
key Project Performance Milestone identified as such in the Statement
of Work;”
“Schedule” means a schedule to the
Agreement.
“Statement of Work” refers to the
document in Schedule 2 containing the description of the Project.
“Supplemental Instrument” means an
instrument in writing by which the Minister may vary, supplement or
waive the application of a provision of this Agreement pursuant to
this Agreement.
2. Material Changes
No Material Changes will be made to the estimated total scope or
nature of any element of the Project without the prior written consent
of the Minister. For the purpose of the Agreement, a “Material
Change” is a change of any aspect of the project that the
Minister, acting reasonably, determines to be material and notifies
the proponent by Supplemental Instrument.
Without limiting the generality of the foregoing, a Material Change
will have occurred if:
-
(a)
-
a Project Performance Milestone is not expected to be achieved
within six (6) months of the projected completion date mentioned in
the Statement of Work for that element;
-
(b)
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the estimated Eligible Costs mentioned in the Statement of Work are
expected to be exceeded by 20% or more;
-
(c)
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the Project is carried out at locations other than those mentioned
in the Statement of Work;
-
(d)
-
a change to key Project personnel, Project financing, or ownership
of the Proponent.
3. Disposal of Assets
The Proponent shall retain possession and control of the Project
assets, the cost of which has been contributed to by the Minister
under the Agreement, and shall not dispose of the same until they are
no longer required to complete the Project.
4. Claims for Payment
4.1 Payment of Claims
The Minister will pay the Contribution to the Proponent in respect of
Eligible Costs incurred on the basis of itemized claims submitted in
accordance with the procedures set out in Schedule 3.
4.2 Hold-Back Rights
The Minister may withhold up to ten per cent (10%) of the Contribution
prior to the completion of the Project or until such audit as he/she
may require has been performed. In the event that no audit has been
performed eighteen months after receipt of the final claim, any amount
so withheld shall be released to the Proponent.
4.3 Overpayment by Minister
Where for any reason:
-
(a)
-
the Proponent is not entitled to the Contribution; or
-
(b)
-
the Minister determines that the amount of the contribution
disbursed exceeds the amount to which the Proponent is entitled,
the Proponent will repay to the Minister, promptly and no later than
30 days from notice from the Minister, the amount of the Contribution
disbursed or the amount of the overpayment, as the case may be,
together with interest at the Interest Rate from the date of the
notice to the day of payment to the Minister in full. Any such amount
is a debt due to Her Majesty in Right of Canada and is recoverable as
such.
4.4 Set-off Rights of Minister
The obligations of the Proponent under the Agreement shall be
unconditional and irrevocable, except as specifically agreed therein
by the Minister, and all Contractual Benefits shall be paid strictly
in accordance with the terms of this Agreement under all circumstances
without any right of compensation or set-off and notwithstanding any
defence, right of action or claim of any nature whatsoever which the
Proponent may at any time have or have had against the Minister,
whether in connection with this Agreement or otherwise or in
connection with the alleged compliance or non compliance by the
Minister of its obligations hereunder; the Proponent shall also
declare to the Minister all amounts outstanding in that regard when
making a claim under Schedule 3.”
5. Monitoring
5.1 Minister’s Right to Audit Accounts and
Records
The Proponent will, at its own expense, preserve and make available
for audit and examination by the Minister or the Minister’s
representatives the books, accounts and records of the Project and of
the information necessary to ensure compliance with the terms and
conditions of this Agreement, including payment of amounts to the
Minister. The Minister will have the right to conduct such additional
audits at the Minister’s expense as may be considered necessary
using the audit staff of the Minister, the Audit Services Group of
Consulting and Audit Canada, an independent auditing firm or the
Proponent’s external auditors. The Proponent will ensure that
any licence agreement it enters into for the exploitation of the
Intellectual Property will contain similar provisions to permit the
Minister to audit licensees’ accounts and records in respect to
the calculation of amounts that may be payable by the Proponent to the
Minister under this Agreement.
5.2 Access to Premises
The Proponent will provide the representatives of the Minister
reasonable access to the Proponent’s premises to inspect and
assess the progress of the Agreement or any element thereof and supply
promptly on request such data as the Minister may reasonably require
for statistical or project evaluation purposes.
5.3 Access to Third-Party Information
The Proponent will, to the extent practicable, assist the Minister
with the implementation of the Agreement and facilitate access by the
Minister to information from third parties, relating to the Agreement.
6. Representations, Warranties and
Undertakings
6.1 Power and Authority of Proponent
The Proponent represents and warrants that it is duly incorporated and
validly existing and in good standing and has the power and authority
to carry on its business, to hold property and to enter into this
Agreement and undertakes to take all necessary action to maintain
itself in good standing and to preserve its legal capacity.
6.2 Authorized Signatories
Each party represents and warrants that the signatories to the
Agreement have been duly authorized to execute and deliver the
Agreement.
6.3 Binding Obligations
Each party represents and warrants that the execution, delivery and
performance of the Agreement have been duly and validly authorized and
that when executed and delivered, the Agreement will constitute a
legal, valid and binding obligation enforceable in accordance with its
terms.
6.4 No Pending Suits or Actions
The Proponent warrants that it is under no obligation or prohibition,
nor is it subject to or threatened by any actions, suits or
proceedings which could or would prevent compliance with the
Agreement. The Proponent will advise the Minister forthwith of any
such occurrence during the term of the Agreement.
6.5 No Gifts, Inducements or Commissions
The Proponent represents and warrants that it has not, nor has any
person on its behalf, offered or promised any bribe, gift or other
inducement to any official or employee of Her Majesty the Queen in
Right of Canada for or with a view to obtaining the Agreement.
6.6 Intellectual Property
-
(a)
-
The Proponent represents and warrants that it either owns the
Background Intellectual Property or holds sufficient rights in the
same to permit the Project to be carried out and the Intellectual
Property to be exploited by the Proponent.
-
(b)
-
The Proponent will ensure that title to the Intellectual Property
is to be vested, and unless otherwise agreed to in writing by the
Minister, to remain, exclusively with the Proponent.
-
(c)
-
The Proponent shall take appropriate steps to protect the
Intellectual Property and shall, upon request, provide information
to the Minister in that regard.
6.7 Compliance with Environmental Protection
Requirements
The Proponent shall apply, in relation to the Project, in all material
respects, the requirements of all applicable environmental laws,
regulations, orders and decrees and of regulatory bodies having
jurisdiction over the Proponent or the Project.
6.8 Other Agreements
The Proponent represents and warrants that it has not entered, and
undertakes not to enter, without the Minister’s written consent,
into any agreement that would prevent the full implementation of the
Agreement by the Proponent.
6.9 Dividend Restriction
The Proponent will not make any dividend payments or other shareholder
distributions that would prevent it from implementing the Project and
other Proponent’s obligations under the Agreement including the
making of payments to the Minister as required under the Agreement.
6.10 Other Financing
The Proponent remains solely responsible for providing or obtaining
the funding, in addition to the Contribution, required for the
carrying out of the Project and the fulfilment of the
Proponent’s other obligations under the Agreement.
6.11 Registration of Lobbyists & Fees
A - The Proponent represents and warrants that any person including
any consultant or in-house lobbyist who lobbies on its behalf to
obtain the Agreement, any amendment to the Agreement, or any benefit
under the Agreement, and who is required to be registered pursuant to
the Lobbyists Registration Act is registered pursuant to that Act.
B - The Proponent further represents and warrants that it has not nor
has any person on its behalf:
-
(a)
-
engaged or employed any person for the purposes of soliciting the
Agreement;
-
(b)
-
or required any employee or official to solicit the Agreement;
and paid, or agreed to pay, that person, employee or official a
commission, contingency fee or any other consideration (whether
monetary or otherwise) that is dependant upon the execution of the
Agreement.
C - This is a material term of the Agreement.
6.12 Renewal of Representations
When submitting a claim for payment, as well as when submitting any
report in accordance with Schedule 5, the Proponent must provide TPC
with an update on all representations, warranties and undertakings
made hereabove; all representations, warranties and undertakings not
updated will be deemed renewed and unchanged from the date of
execution of this Agreement or the last update as the case may be.
Failure to update will constitute an Event of Default as a material
change.
7. Term of Agreement
7.1 Contractual Benefits
The Agreement will terminate when all of the Proponent’s
undertakings in regard to the Contractual Benefits have been
fulfilled.
7.2 Advance Payment
Any advance or accelerated payment by the Proponent of the amounts due
to the Minister under Schedule 4 shall not have the effect of
shortening the period set in Schedule 4 for the fulfilment of
contractual benefits to Canada.
7.3 Audit
The audit rights of the Minister under section 5 above will survive
for one year the termination date established under subsection 7.1
above.
8. Default and Recovery
8.1 Events of Default
The Minister may declare that an Event of Default has occurred if:
-
(a)
-
the Proponent is adjudged or declared bankrupt or if it goes into
receivership or takes the benefit of any statute from time to time
in force relating to bankrupt or insolvent debtors;
-
(b)
-
an order is made which is not being contested or appealed by the
Proponent or a resolution is passed for the winding-up of the
Proponent or it is dissolved;
-
(c)
-
this Agreement or any certificate delivered to the Minister
thereunder, or in connection therewith is at any time incorrect in
any material respect as if such representation, warranty or
statement was made as of such time, except if made by mistake and
in good faith, evidence of which lies on the Proponent who must
demonstrate such excuse to the Minister’s satisfaction;
-
(d)
-
the Proponent neglects or fails to pay to the Minister any
contractual benefit or any amount due in accordance with this
Agreement;
-
(e)
-
the Proponent defaults in the performance or fulfilment of any
other obligation or covenant hereunder, if such default is not
remedied within 30 days following the issuance by the Minister of a
notice thereof;
-
(f)
-
the Proponent submitted false or misleading information to the
Minister or made a false or misleading representation or warranty
in any other contribution agreement similar to this Agreement,
entered into with the Minister for the purpose of obtaining one or
more TPC contribution for any project.
Where the Proponent alleges good faith, the Proponent must establish
such good faith at the Minister’s satisfaction.
8.2 Remedies on Default
-
(i)
-
If the Minister declares that an Event of Default has occurred, the
Minister may exercise one or more of the following remedies:
-
(a)
-
suspend any obligation by the Minister to contribute or continue to
contribute to the Eligible Costs including any obligation to pay
any amount owing prior to the date of such suspension;
-
(b)
-
terminate any obligation of the Minister to contribute or continue
to contribute to the Eligible Costs, including any obligation to
pay any amount owing prior to the date of such termination;
-
(c)
-
require the Proponent to repay to the Minister all or part of the
Contribution paid by the Minister to the Proponent, and pay the
Minister any amounts due under the Agreement, together with
interest from the date of demand at the Interest Rate;
-
(d)
-
post a notice on the Industry Canada website disclosing that the
Proponent is in Default under the provisions of this Agreement and
describing generally the remedies, if any, that the Minister has
accordingly exercised.
(ii) If an Event of Default has occurred in relation to paragraph
8.1(a) or (b), or as a result of the failure of the Proponent to
comply with subsection 6.6 of these General Conditions (Intellectual
Property), section A (Payments to Minister) or subsection B.1 (Work in
Canada) of Schedule 4, or the provisions that may be part of the
Agreement regarding the disposal of special purpose equipment, the
Minister may direct the Proponent to transfer and deliver to the
Minister title to, possession of, and all rights of the Proponent in
the Intellectual Property, and the Proponent will immediately comply.
8.3 Remedies Fair and Reasonable
The Proponent acknowledges that in view of the policy objectives
served by the Minister’s agreement to make the contribution, the
fact that the contribution comes from public monies, and that the
amount of damages sustained by the Crown in the Event of Default is
difficult to ascertain, that it is fair and reasonable that the
Minister be entitled to exercise any or all of the remedies provided
for in this section 8 and to do so in the manner provided for in that
section if an Event of Default occurs; provided that in exercising any
remedy in accordance with paragraph 8.2 (c) other than for a breach of
paragraph 8.1(d), the Minister will credit the Proponent for any
amounts paid to the Minister under Schedule 4 of this Agreement, after
deducting all costs incurred by the Minister caused by the Event of
Default.
8.4 No Waiver
The rights and remedies of the Minister under this Agreement shall be
cumulative and not exclusive of any right or remedy which he would
otherwise have. The fact that the Minister refrains from exercising a
remedy he or she is entitled to exercise under the Agreement will not
constitute a waiver of such right and any partial exercise of a right
will not prevent the Minister in any way from later exercising any
other right or remedy under the Agreement or other applicable law.
9. Force Majeure
9.1 Event of Force Majeure
The Proponent will not be in Default by reason only of any failure in
performance of the Project in accordance with Schedule 2 if such
failure arises without the fault or negligence of the Proponent and is
caused by any event of force majeure.
9.2 Definition of Force Majeure
Force majeure means any cause which is unavoidable or beyond the
reasonable control of the Proponent, including war, riot,
insurrection, orders of government, strikes or any Act of God or other
similar circumstance which is beyond the Proponent’s control,
and which could not have been reasonably circumvented by the Proponent
without incurring unreasonable cost.
10. Announcements
10.1 Consent to Public Announcements
The Proponent hereby consents to public announcements by or on behalf
of the Minister of any information resulting from any enforcement of
paragraph 8.2 (d) as well as any information contained in Schedule 6.
10.2 Confidentiality Obligation The Minister will
inform the Proponent of the date on which the first public
announcement is to be made and the Proponent will not disclose the
existence of this Agreement until such date.
10.3 Reporting under Security Laws
Nothing in this Agreement shall be interpreted as preventing the
fulfilment by the Proponent of its reporting obligations under
applicable security laws.
10.4 Public Release of Repayment Amount
The Proponent hereby consents that the amount of each repayment in
accordance with Schedule 4, as it becomes due, and that the amount as
paid, will be disclosed by the Minister at the time it is due or paid
or at any time thereafter. If the Proponent fails or neglects to file
the requisite documentation to establish the amount due at the
appropriate time, the Minister may release the projected repayment
amount."
11. Notice
11.1 Form and Timing of Notice
Any notice, information or document provided for under the Agreement
shall be effectively given if delivered or sent by letter or
facsimile, postage or other charges prepaid. Any notice that is
delivered shall have been received on delivery; any notice sent by
facsimile shall be deemed to have been received one working day after
having been sent, and any notice mailed shall be deemed to have been
received eight (8) calendar days after being mailed.
11.2 Change of Address
A party may change the address which that party has stipulated in the
Agreement by notifying in writing the other party of the new address.
12. Compliance with Laws
In implementing the Agreement, the Proponent will comply with all
applicable federal, provincial and municipal laws, including but not
limited to statutes, regulations, by-laws, ordinances and decrees.
12A. Change in Law
If any change in the Law governing this Agreement made or shall make
it unlawful or contrary to any such Law for the Minister to maintain
or give effect to all or any part of his obligations as contemplated
in this Agreement, then these obligations and notably, the obligation
to pay any, or any additional, Contributions to the Proponent shall
terminate, and the Contractual Benefits shall be adjusted as
appropriate
13. Members of Parliament
No member of the House of Commons will be admitted to any share or
part of this Agreement or to any benefit to arise therefrom. No person
who is a member of the Senate will, directly or indirectly, be a party
to or be concerned in this Agreement. Any breach of this section
constitutes an Event of Default.
14. Annual Appropriations
14.1 Parliamentary Allocation
Any payment by the Minister under this Agreement is subject to there
being an appropriation for the Fiscal Year in which the payment is to
be made; and to cancellation or reduction in the event that
departmental funding levels are changed by Parliament.
14.2 Lack of Appropriation
In the event that the Minister is prevented from disbursing the full
amount of the Contribution due to a lack or reduction of appropriation
or departmental funding levels, the parties agree to review the
effects of such a shortfall in the Contribution on the implementation
of the Agreement and to adjust, as appropriate, the Contractual
benefits specified in Schedule 4.
15. Confidentiality
15.1 Consent Required
Subject to section 10 and the Access to Information Act, each party
shall keep confidential and shall not without the consent of all
parties disclose the contents of the Agreement and the documents
pertaining thereto, whether provided before or after the Agreement was
entered into, or of the transactions contemplated herein.
15.2 International Dispute
The Minister is hereby authorized to disclose any of the information
referred to in paragraph 15.1 above where, in the opinion of the
Minister, such disclosure is required to an international trade panel
for the purposes of the conduct of a dispute in which Canada is a
party or a third party intervener. The Minister shall give prior
notice to the Proponent of such disclosure.
15.3 Financing and Licensing
The Minister hereby consents to the Proponent disclosing the Agreement
or any portion thereof for the purposes of securing additional
financing or of licensing for commercial exploitation, subject to the
Proponent having the person to whom the information is disclosed
execute a non-disclosure agreement prior to disclosure.
16. Consent of the Minister
Whenever the Agreement provides for the Proponent obtaining the
consent or agreement of the Minister, it is understood that such
consent or agreement shall not be unreasonably withheld and that the
Minister may make the issuance of such consent or agreement subject to
reasonable conditions.
17. No Assignment of Agreement
The Proponent shall not assign the Agreement nor any part thereof
without the prior written consent of the Minister.
18. Compliance with Post-Employment Provisions
The Proponent confirms that no individual for whom the post-employment
provisions of the Conflict of Interest and Post-Employment Code for
Public Office Holders or the Conflict of Interest and Post-Employment
Code for the Public Service apply, will derive a direct benefit from
this Agreement unless that individual is in compliance with the
applicable post-employment provisions.
19. Contribution Agreement Only
The Agreement is a contribution agreement only, not a contract for
services or a contract of service or employment, and nothing in the
Agreement, the parties relationship or actions is intended to create,
nor shall be construed as creating, a partnership, employment or
agency relationship between them. The Proponent is not in any way
authorized to make a promise, agreement or contract and to incur any
liability on behalf of Canada, nor shall Canada make a promise,
agreement or contract and incur any liability on behalf of the
Proponent, and the Proponent shall be solely responsible for any and
all payments and deductions required by the applicable laws.
20. Binding Agreement
This Agreement is binding on the parties and their successors and
permitted assigns.
21. Severability
Any provision of this Agreement prohibited by Law or otherwise in any
jurisdiction shall, as to such jurisdiction, be ineffective only to
the extent of such prohibition or ineffectiveness and will be
severable without invalidating or otherwise affecting the remaining
provisions of the Agreement in that jurisdiction or affecting the
validity or effectiveness of such provision in any other jurisdiction.
22. Applicable Law
This Agreement shall be interpreted in accordance with the laws and
regulations of Canada and of the province in which the
Proponent’s head office is located. The word “law”
used herein has the same meaning as in the Interpretation Act, Chapter
I-21, Revised Statutes of Canada.
23. Signature in Counterparts
This Agreement may be signed in, but all such separate counterparts
shall together constitute but one and the same instrument any number
of counterparts, each of which when taken together, will constitute an
original Agreement.
SCHEDULE 2 - THE PROJECT
The Project is described in the attached Statement of Work
STATEMENT OF WORK
ANNEX A
FORM A - GANTT CHART
PROPONENT NAME:
|
PROJECT NUMBER:
|
ANNEX A
FORM B - PROJECT PERFORMANCE MILESTONES PROPONENT NAME:
PROJECT NUMBER:
PROPONENT NAME:
|
PROJECT NUMBER:
|
|
Key Project Performance Milestone
|
Date
|
1
|
(Description)
|
(Target completion date)
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
ANNEX A
FORM C - CURRENT FISCAL YEAR COST BREAKDOWN BY MAJOR
ACTIVITIES
PROPONENT NAME:
|
PROJECT NUMBER:
|
FOR FISCAL YEAR ENDING MARCH 31, 20??
Description of Activity1
|
Estimated Eligible Costs ($000)
|
|
Direct Labour Costs
|
Direct Materials
|
Subcontracts and Consultants
|
Other Direct Costs
|
Equipment
|
Overhead
|
Total
|
1.
|
|
|
|
|
|
|
|
2.
|
|
|
|
|
|
|
|
3.
|
|
|
|
|
|
|
|
4.
|
|
|
|
|
|
|
|
5.
|
|
|
|
|
|
|
|
6.
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
Notes:
1. Title of key Project tasks enumerated and described in the
SOW.
ANNEX A
FORM D - COST BREAKDOWN BY FISCAL YEAR PROPONENT NAME: PROJECT
NUMBER:
PROPONENT NAME:
|
PROJECT NUMBER:
|
Fiscal Year (Ending March 31)
|
Estimated Eligible Costs ($000) 1
|
|
Direct Labour
|
Direct Materials
|
Subcontracts and Consultants
|
Other Direct Costs
|
Equipment
|
Overhead
|
Total
|
20XX
|
|
|
|
|
|
|
|
20XX
|
|
|
|
|
|
|
|
20XX
|
|
|
|
|
|
|
|
20XX
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
Option 1 - CRA Overhead Proxy Rate to be
used
The above cost breakdown includes all estimated direct costs and
associated overhead costs for the Project. For claim purposes, these
costs will be determined in accordance with the TPC Cost Principles
(Schedule 3) with overhead being calculated at 65% of the salaries and
wages of employees directly engaged in the Project, as defined in the
Canada Revenue Agency policy on Scientific Research and Development.
Option 2 - PWGSC fixed Overhead Rate to be
used
The above cost breakdown includes all estimated direct costs and
associated overhead costs for the Project. For claim purposes, these
costs will be determined in accordance with the TPC Cost Principles
(Schedule 3). Overhead costs will be claimed at the fixed Project
overhead rates negotiated by the Proponent with Public Works and
Government Services Canada.
Option 2 - PWGSC Rates to be used
The above cost breakdown includes all estimated direct costs and
associated overhead costs for the Project. For claim purposes, these
costs will be determined using the applicable Public Works and
Government Services Canada (PWGSC) costing rates negotiated with the
Proponent in accordance with the PWGSC 1031-2 Contract Cost
Principles. For any period where the PWGSC rate negotiations have not
been completed at the time of claim preparation for the period, the
previous year’s negotiated PWGSC costing rates will be used in
the interim.
ANNEX A
FORM E-1 - PROJECT LOCATION AND COSTS PROPONENT NAME: PROJECT
NUMBER:
PROPONENT NAME:
|
PROJECT NUMBER:
|
Project Location
|
Start Period (Fiscal Year and Quarter)
|
Work Performed
|
Estimated Costs ($000)
|
Location #1
|
|
|
|
Location #2
|
|
|
|
Total
|
|
|
|
|
|
|
|
Note: Government fiscal year runs April 1 - March 31.
ANNEX A
FORM E-2 - EQUIPMENT COST BREAKDOWN PROPONENT NAME: PROJECT
NUMBER:
PROPONENT NAME:
|
PROJECT NUMBER:
|
Equipment Description
|
Planned Acquisition Period ( Fiscal Year and
Quarter)
|
Estimated Costs ($000)
|
1.
|
|
|
2.
|
|
|
3.
|
|
|
4.
|
|
|
5.
|
|
|
6.
|
|
|
Total
|
|
|
Notes:
1) For the purposes of this table, equipment includes all equipment
with a unit cost of more than $250K, or specific equipment essential
to the Project’ssuccess, whose aggregate cost is significant,
but whose unit cost is below $250K.
2) Government fiscal year runs April 1 - March 31.
ANNEX A
FORM E-3 - MATERIALS COST BREAKDOWN PROPONENT NAME: PROJECT
NUMBER:
PROPONENT NAME:
|
PROJECT NUMBER:
|
Materials Description
|
Planned Acquisition Period ( Fiscal Year and Quarter)
|
Estimated Costs ($000)
|
1.
|
|
|
2.
|
|
|
3.
|
|
|
4.
|
|
|
5.
|
|
|
6.
|
|
|
Total
|
|
|
Notes:
Government fiscal year runs April 1 - March 31.
ANNEX A
FORM E-4 - SUB-CONTRACT COST BREAKDOWN PROPONENT NAME: PROJECT
NUMBER:
PROPONENT NAME:
|
PROJECT NUMBER:
|
Sub-contracts
|
Anticipated Contractor(s)
|
Start Period (Fiscal Year and Quarter)
|
Estimated Costs ($000)
|
1.
|
|
|
|
2.
|
|
|
|
3.
|
|
|
|
4.
|
|
|
|
5.
|
|
|
|
6.
|
|
|
|
Total
|
|
|
|
Notes:
1) Government fiscal year runs April 1 - March
31.
ANNEX A
FORM E-5 - OTHER COSTS BREAKDOWN PROPONENT NAME: PROJECT
NUMBER:
PROPONENT NAME:
|
PROJECT NUMBER:
|
Other Cost
|
Start Period (Fiscal Year and Quarter)
|
Estimated Costs ($000)
|
1.
|
|
|
2.
|
|
|
3.
|
|
|
Total
|
|
|
Notes:
Government fiscal year runs April 1 - March 31.
SCHEDULE 3 - CLAIMS AND TPC PROJECT COSTS PRINCIPLES
A - CLAIMS
1. The Minister will pay the Contribution to the Proponent, in respect
of Eligible Costs incurred, on the basis of claims which will:
-
(a)
-
be submitted on a specify whether monthly or
quarterly basis (“Claim
Period”), except for the first claim which will
cover a longer period going back to insert eligibility
date;
-
(b)
-
be submitted on TPC claim forms, within forty-five (45) days of the
end of each Claim Period; and sent to the address specified in
Article 7.1 of the agreement;
-
(c)
-
be accompanied with details of all costs being claimed, which will
be substantiated by such documents as may be required by the
Minister and presented in accordance with the structure and the
Project Performance Milestones contained in the Statement of Work
in Schedule 2;
-
(d)
-
be certified by the chief financial officer of the Proponent or
other person satisfactory to the Minister;
-
(e)
-
be accompanied by a report on the progress made in carrying out the
Project during the Claim Period, containing such information as
mentioned in the section of Schedule 5 (Reporting Requirements)
entitled Claim Reports;
-
(f)
-
include a deduction for Eligible Costs included in a previous claim
but which have not been paid by the Proponent within ninety (90)
days of such claim; and
-
(g)
-
include a certificate of compliance confirming that no Default or
Event of Default has occurred and is continuing or if the same has
occurred, specifying the nature of such Default or Event of Default
and the steps the Proponent intends to take to remedy the same.
2. In regard to paragraph 1(f) above, the Minister may request at any
time that the Proponent provide satisfactory evidence to demonstrate
that Eligible Costs have been paid.
3. Within one hundred and twenty (120) days of the submission of the
final claim, the Proponent shall submit an itemized statement
certified by the Proponent’s chief financial officer attesting
to the Eligible Costs for the entire Project having been incurred and
paid.
B - TPC PROJECT COST PRINCIPLES
1. GENERAL PRINCIPLE
The total Eligible Costs of the Project shall be the sum of the
applicable direct and indirect costs which are, or are to be
reasonably and properly incurred and/or allocated, in the performance
of the Project, less any applicable credits. These costs shall be
determined in accordance with the Proponent’s cost accounting
system as accepted by the Minister and applied consistently over time.
2. DEFINITION OF REASONABLE COST
-
(1)
-
A cost is reasonable if, in nature and amount, it does not exceed
that which would be incurred by an ordinary prudent person in the
conduct of a competitive business.
-
-
(2)
-
In determining the reasonableness of a particular cost,
consideration shall be given to:
-
-
(a)
-
whether the cost is of a type generally recognized as
normal and necessary for the conduct of the
Proponent's business or performance of the Project;
-
(b)
-
the restraints and requirements by such factors as
generally accepted sound business practices, arm's
length bargaining, federal, provincial and local laws
and regulations, and Agreement terms;
-
(c)
-
the action that prudent business persons would take in
the circumstances, considering their responsibilities
to the owners of the business, their employees,
customers, the Government and public at large;
-
(d)
-
significant deviations from the established practices
of the Proponent which may unjustifiably increase the
Eligible Costs; and
-
(e)
-
the specifications, delivery schedule and quality
requirements of the particular project as they affect
costs.
3. DIRECT COSTS
There are three categories of direct costs:
-
(a)
-
Direct Material Cost meaning the cost of materials which can be
specifically identified and measured as having been used or to be
used for the performance of the Project and which are so identified
and measured consistently by the Proponent's cost accounting
system as accepted by the Minister.
-
-
(i.)
-
These materials may include, in addition to materials
purchased solely for the Project and processed by the
Proponent, or obtained from subcontractors, any other
materials issued from the Proponent's general stocks.
-
(ii.)
-
Materials purchased solely for the Project or subcontracts
shall be charged to the Project at the net laid down cost to
the Proponent before cash discounts for prompt payment.
-
(iii.)
-
Materials issued from the Proponent’s general stocks
shall be charged to the Project in accordance with the method
as used consistently by the Proponent in pricing material
inventories.
-
(b)
-
Direct Labour Cost meaning that portion of gross wages or salaries
incurred for activities which can be specifically identified and
measured as having been performed or to be performed on the Project
and which is so identified and measured consistently by the
Proponent’s cost accounting system as accepted by the
Minister.
-
(c)
-
Other Direct Costs meaning those applicable costs, not falling
within the categories of direct material or direct labour, but
which can be specifically identified and measured as having been
incurred or to be incurred in performance of Project activities and
which are so identified and measured consistently by the
Proponent’s costing system as accepted by the Minister.
4. INDIRECT COSTS
-
(1)
-
Indirect Costs (overhead) meaning those costs which, though
necessarily having been incurred during the period of the
performance of the Project activities for the conduct of the
Proponent’s business in general, cannot be identified and
measured as directly applicable to the Project.
-
-
(2)
-
These Indirect Costs may include, but are not necessarily
restricted to, such items as:
-
-
(a)
-
indirect materials and supplies (*);
-
(b)
-
indirect labour;
-
(c)
-
fringe benefits (the Proponent’s contribution
only);
-
(d)
-
service expenses: expenses of a general nature such as
power, heat, light, operation and maintenance of
general assets and facilities;
-
(e)
-
fixed/period charges: recurring charges such as
property taxes, rentals and reasonable provision for
depreciation;
-
(f)
-
general and administrative expenses: including
remuneration of executive and corporate officers,
office wages and salaries and expenses such as
stationery, office supplies, postage and other
necessary administration and management expenses;
-
(g)
-
selling and marketing expenses associated with the
products or services being acquired under the
Agreement;
-
(h)
-
general research and development expenses as considered
applicable by the Minister.
-
For supplies of similar low-value, high-usage items the costs of
which meet the above definition of Direct Material Costs but for
which it is economically expensive to account for these costs in
the manner prescribed for direct costs, then they may be deemed to
be indirect costs for the purposes of the Project.
5. ALLOCATION OF INDIRECT COSTS
Indirect costs shall be accumulated in appropriate indirect cost
pools, reflecting the Proponent’s organizational or operational
lines and these pools subsequently allocated to the Project or
contracts, in accordance with the following two principles:
-
(a)
-
the costs included in a particular indirect cost pool should have a
similarity of relationship with the Project or contracts, as
applicable, to which that indirect cost pool is subsequently
distributed; further, the costs included in an indirect cost pool
should be similar enough in their relationship to each other that
the allocation of the total costs in the pool provides a result
which would be similar to that achieved if each cost within that
pool were separately distributed;
-
(b)
-
the allocation basis for each indirect cost pool should reflect, as
far as possible, the causal relationship of the pooled costs to the
Project to which these costs are distributed.
6. CREDITS
The applicable portion of any income, rebate, allowance, or any other
credit relating to any applicable direct or indirect costs, received
by or accruing to the Proponent, shall be credited to the Eligible
Costs.
7. NON-APPLICABLE COSTS
Notwithstanding that the following costs may have been or may be
reasonably and properly incurred by the Proponent during the
performance of Project activities, they are considered non-applicable
costs to the Project:
-
(a)
-
allowance for interest on invested capital, bonds, debentures, bank
or other loans together with related bond discounts and finance
charges;
-
(b)
-
legal, accounting and consulting fees in connection with financial
reorganization, security issues, capital stock issues, obtaining of
patents and licenses and prosecution of claims against the
Minister;
-
(c)
-
losses on investments, bad debts and expenses for the collection
thereof;
-
(d)
-
losses on other projects or contracts;
-
(e)
-
federal and provincial income taxes, excess profit taxes or
surtaxes and/or special expenses in connection therewith;
-
(f)
-
provisions for contingencies;
-
(g)
-
premiums for life insurance on the lives of officers and/or
directors where proceeds accrue to the Proponent;
-
(h)
-
amortization of unrealized appreciation of assets;
-
(i)
-
depreciation of assets paid for by the Minister;
-
(j)
-
fines and penalties;
-
(k)
-
expenses and depreciation of excess facilities;
-
(l)
-
unreasonable compensation for officers and employees;
-
(m)
-
product development or improvement expenses not associated with the
product being acquired under the Project;
-
(n)
-
advertising, except reasonable advertising of an industrial or
institutional character placed in trade, technical or professional
journals for the dissemination of information for the industry or
institution;
-
(o)
-
entertainment expenses;
-
(p)
-
donations except those to charities registered under the Income Tax
Act;
-
(q)
-
dues and other memberships other than regular trade and
professional associations;
-
(r)
-
fees, extraordinary or abnormal for professional advice in regard
to technical, administrative or accounting matters, unless approval
from the Minister is obtained.
ADDENDUM TO TPC PROJECT COST PRINCIPLES
A Intellectual Property Protection
Notwithstanding section 7(b) above, legal, accounting and consulting
fees in connection with the obtaining of patents and statutory
protection of other elements of the Intellectual Property are Eligible
Costs.
Insert the following where Special Purpose Equipment is
involved
B Special Purpose Equipment
For Eligible Costs in respect to Special Purpose Equipment, see the
Schedule entitled Special Purpose Equipment.
Insert the following where the TPC Overhead Proxy is
involved
SR&ED Method of Calculating Labour and Overhead
Allowance
Notwithstanding the provisions on Direct Labour Costs and Indirect
Costs described above, the Parties hereby confirm that the Canada
Revenue Agency policy on Scientific Research and Experimental
Development has been chosen by the Proponent as a proxy for Direct
Labour Costs and overhead calculations for this Project, and
accordingly, the following guide shall apply.
TPC Overhead Proxy
Calculating the Prescribed Proxy Amount for Eligible Overhead
Expenditures, A Summary of CRA T4088(E) Rev.03 Guide to
Form T661 - Claiming Scientific Research and Experimental Development
Expenditures http://www.craarc.gc.ca/E/p
ub/tg/t4088/README.html.
This summary has been prepared to outline the major elements of
calculating the prescribed proxy amount (PPA). In case of disagreement
between this summary and the SR&ED rules, SR&ED will
apply.
In lieu of standard PWGSC direct labour and overhead negotiations, TPC
clients may choose to follow the SR&ED rules. Under this method,
rather than specifically identifying and allocating incremental
overhead expenditures to the Project, a PPA for eligible overhead
costs may be calculated based on a fixed percentage of the salaries or
wages, or portion thereof, of the employees directly engaged in the
Project. The base will include wages/salaries as well as normal sick
and vacation leave and statutory holidays. It will not include
expenditures for taxable benefits, as well as remuneration based on
profits and bonuses, or related benefits (the employer’s share
of EI, CPP or QPP, WCB or CSST, employee pension and medical plans).
The current SR&ED PPA rate is 65% of the base.
The PPA will cover overhead expenditures such as:
-
the related benefits (employer’s share) of the approved
wages/salaries
-
office supplies
-
general purpose office equipment
-
heat, water, electricity and telephones
-
support staff salaries or wages
-
travel and training
-
property taxes
-
maintenance and upkeep of Project premises, facilities or equipment
-
any other eligible expenditures, not specifically identified in the
Statement of Work, that are incremental costs as a result of the
approved Project activity.
Note, there are rules that limit the amount of wage/salary costs of
specified employees that can be included in the base. For year 2002,
the maximum amount is $97,750 per specified employee. Specified
employees are those employees who do not deal at arm’s length
with the employer or who own directly or indirectly, at any time
during the year, 10% or more of the issued shares of any capital stock
of the employer or of any corporation related to the employer.
The following table highlights the types of activity that should be
included in calculating the base as well as applicable limits.
Calculating the Prescribed Proxy Amount Base
Include the Portion of Wages/Salaries for Time spent on
the Project of:
|
Do Not Include:
|
Employees directly engaged in the Project, based on such tasks
as:
-
preparing equipment and materials for experiments, tests
and analysis (but not for maintaining equipment);
-
experimenting, testing and analysing;
-
collecting data for experimentation and analysis; and,
-
directing the course of the ongoing Project activities
being claimed for the year.
Other employees’ time is also considered to be directly
engaged in the Project to the extent the following tasks are
required as part of the SOW:
-
recording measurements, making calculations and preparing
charts and graphs;
-
conducting statistical surveys and interviews;
-
preparing computer programs; and,
-
working in areas of engineering or design, operations
research, mathematical analysis and psychological
research.
Supervisors or managers time spent directly involved in the
technical aspects of the Project.
Note: employees who spend all or substantially all of their
time (90%) on SOW activities are considered to spend all of
their time on the Project.
|
Employees providing a service to Project staff including
clerks, secretaries and receptionists engaged in activities
in such areas as accounting, payroll, finance, legal,
shipping, inventory control, maintenance and word processing.
Time managers and supervisors spend on the non technical
management aspects of activities such as long-term decision
making, contract administration and other decision-making
functions that do not directly influence the Project
activities.
Usually, do not include work performed beyond the first-line
supervision level.
For a specified employee, the maximum amount of salary that
can be included in the base is limited to 75% of salary/wage
costs, regardless of the share of time working on the Project
exceeds this amount. This amount is further restricted, to be
the lessor of the prior calculation or the following formula:
2.5 times the Maximum Pensionable Earnings (for CPP
purposes, $39,100 for year 2002) times the number of
days in the taxation year that the person is employed by the
client divided by 365.
|
SCHEDULE 4 - CONTRACTUAL BENEFITS
(Example of Gross Business Revenue case.)
A - PAYMENTS TO MINISTER
1. Definitions
"Gross Business Revenues" means all
revenues, receipts, monies and other considerations of whatever nature
received by the Proponent, whether in cash, or by way of benefit,
advantage, or concession, and without deductions of any nature, but
net of any returns or discounts actually credited and any sales,
excise, ad valorem or similar taxes paid but without deduction for bad
debts or doubtful accounts, as determined in accordance with generally
accepted accounting principles, applied on a consistent basis.
“Royalty Period” means the period during
which royalties will accrue, as specified in paragraph 2.2 below
2. Royalty Payments
2.1 Royalty Rate and Royalty Basis
The Proponent will pay to the Minister a royalty of
insert percent % of annual Gross Business
Revenues during the Royalty Period.
2.2 Royalty Period
The Royalty Period will begin on insert
date and will end on insert
date. If, however, cumulative royalties are less than $
insert cap by insert
date, then the royalty period will continue until the
earlier of insert date or until a
cumulative royalty ceiling of $ insert cap
is reached.
2.3 Royalty Statements and Payments
The Proponent will provide to the Minister an annual statement of the
Gross Business Revenues, certified by the Proponent’s Chief
Financial Officer, within four (4) months of the end of each company
fiscal year insert Proponent fiscal year ending
month, together with the related royalty payment and
send to the address specified in Article 7.1 of the agreement. The
first statement and related royalty payment must be provided to the
Minister by insert date four months after end of first
royalty year in respect of the fiscal year ending
insert appropriate Proponent fiscal year end
date, and by insert month and day when
subsequent payments are due each year thereafter in
regard to the previous fiscal year. Payments shall be made by cheque
to the order of the Receiver General and sent to the Minister.
2.4 Late Payments
The Proponent will pay interest on overdue royalty payments, at the
Interest Rate, from the date on which the royalty payment is due,
until payment in full is received by the Minister. Such interest is
payable without notice to the Proponent, and in addition to any
remedies of the Minister for Default by the Proponent.
3. Changes in regard to Company’s Business
3.1 The Proponent shall notify the Minister should
the business carried out by the Proponent be split so as to be carried
out in part by other persons.
3.2 In the event that part of the Proponent’s
business is carried out by related persons (subsidiaries or otherwise
affiliated), the same royalty base shall continue to apply and the
Proponent shall have the related persons involved report their gross
revenues to the Minister and the Proponent shall make, or continue to
make, as the case may be, payments to the Minister as if the
Proponent’s business had not been split. The audit rights of the
Minister as mentioned in Section 5 of the General Conditions shall
extend to these related persons and the Proponent shall ensure that
such audit rights may be exercised by the Minister.
3.3 In the event that part of the Proponent’s
business is carried out by an unrelated person, the royalty rate shall
be increased so that the Minister is receiving comparable royalties as
if that part of the Proponent’s business had remained with the
Proponent. After due consultation with the Proponent, the Minister
shall make a determination as to the increased royalty rate. In the
event that the Proponent disagrees with such increased rate, the
Proponent may refer the matter to arbitration under the federal
Commercial Arbitration Act, within 45 days of being notified of the
new rate by the Minister.
B - CONTRACTUAL BENEFITS TO CANADA
1. Work in Canada
-
(a)
-
Unless otherwise agreed to in writing by the Minister, the
Proponent will ensure that the Intellectual Property is exploited
through the production in Canada of resulting products until the
royalty obligations set out in Article A above are met.
-
(b)
-
The Proponent will not, without the prior written consent of the
Minister, grant any right to the production of resulting products
or transfer title to any of the Intellectual Property outside of
Canada, except the licence or sublicence in conjunction with the
sale of resulting products, and will impose the same restriction on
all licensees or transferees.
-
(c)
-
The expression “resulting products” as used in
paragraph (a) and (b) above means products, including services,
resulting from the use of the Intellectual Property.
(Example of Gross Project Revenues case.)
A - PAYMENTS TO MINISTER
1. Definitions
"Gross Project Revenues" means all sales,
revenues, receipts, monies and considerations made or received by any
person, including the Proponent, directly or indirectly attributable
to the sale, licensing or other transfer of the Resulting Products, or
service related thereto, whether received in cash, or by way of
benefit, advantage, or concession, without deduction for doubtful
accounts or bad debts. A Resulting Product will be deemed sold, leased
or transferred at the time the transaction is booked, in accordance
with generally accepted accounting principles, applied on a consistent
basis. Transactions with related persons (as that term is defined in
the Income Tax Act) will be deemed made in an amount equal to the
highest price obtained for a similar product in the preceding calendar
year.
"Resulting Products" means all products and
services developed as a result of this Project, including variants and
derivatives thereof.
“Royalty Period” means the period during
which royalties will accrue, as specified in paragraph 2.1 below.
2. Payments to the Minister - Royalties
2.1 Payment Basis and Period
-
(a)
-
The Proponent will pay to the Minister a royalty of
insert percent% of Gross Project
Revenues, during a royalty period beginning insert
date and extending to insert
date.
-
(b)
-
If, by insert date, cumulative
royalties accrued are less than $ insert
cap, the royalty period will continue until $
insert cap has been accrued or
insert date, whichever occurs first.
2.2 Royalty Statements and Payments
The Proponent will provide to the Minister an annual statement of the
Gross Project Revenues, certified by the Proponent’s Chief
Financial Officer, within four (4) months of the end of each company
fiscal year insert Proponent fiscal year ending
month, together with the related royalty payment and
sent to the address specified in Article 7.1 of the agreement. The
first statement and related royalty payment must be provided to the
Minister by insert date four months after end of first
royalty year in respect of the fiscal year ending
insert appropriate Proponent fiscal year end
date, and by insert month and day when
subsequent payments are due each year thereafter in
regard to the previous fiscal year. Payments shall be made by cheque
to the order of the Receiver General and sent to the Minister.
2.3 Late Payments
The Proponent will pay interest on overdue royalty payments, at the
Interest Rate, from the date on which the royalty payment is due,
until payment in full is received by the Minister. Such interest is
payable without notice to the Proponent, and in addition to any
remedies of the Minister for Default by the Proponent.
B - CONTRACTUAL BENEFITS TO CANADA
1. Work in Canada
-
(a)
-
Unless otherwise agreed to in writing by the Minister, the
Proponent will ensure that the Intellectual Property is exploited
through the production in Canada of resulting products until the
royalty obligations set out in Section A above are met.
-
(b)
-
The Proponent will not, without the prior written consent of the
Minister, grant any right to the production of resulting products
or transfer title to any of the Intellectual Property outside of
Canada, except the licence or sublicence in conjunction with the
sale of resulting products, and will impose the same restriction on
all licensees or transferees.
-
(c)
-
The expression “resulting products” as used in
paragraph (a) and (b) above means products, including services,
resulting from the use of the Intellectual Property.
2. Add other benefits to Canada, if any, that are
contractual commitments on the part of the Proponent, i.e. that may
result in formal Default, as opposed to mere forecasts and
projections. These may include commitments of specific
investments, minimum employment level in R&D, corporate mandate in
regard to other products -this may require written confirmation
directly from the parent company - ...etc. Make sure a time
frame/deadline is set for the fulfilment of each additional
benefit.
SCHEDULE 5 - REPORTING REQUIREMENTS
1. Claim Reports
Whenever the Proponent submits a claim, it shall attach to the claim a
progress report containing:
-
(a)
-
a description of the progress made in the fulfilment of the
Statement of Work during the Claim Period, detailed by Activity as
defined in the Statement of Work;
-
(b)
-
a statement of Project Performance Milestones achieved, if any,
during the Claim Period;
-
(c)
-
an assessment of any significant delay in completing the Project or
the attainment of any Project Performance Milestone identified in
the Statement of Work, the reasons for such delay, and mitigation
measures being taken;
-
(d)
-
the Proponent’s revised projections of Project cash flows for
the current Fiscal Year, except that in cases where the Claim
Period is monthly, this information is to be provided on March
31st, July 31st and November 30th of each year.
-
[Insert following where applicable]
-
(e)
-
an update to the list of current holdings of Special Purpose
Equipment (Special Purpose Equipment Form in Schedule 7) if any
modifications have been made since the last claim;
No claim for the Contribution will be processed unless and until such
report is provided to the Minister.
2. Annual Review
Unless otherwise agreed to, the parties shall meet at least once
annually during the Project period, at a mutually agreeable time, to
review the progress of the Project.
3. Project Progress Reports
At least one (1) month prior to the date set for the Annual Review
meeting mentioned in section 2 above, the Proponent shall provide the
Minister with a written progress report containing:
-
(a)
-
a description of the progress in completion of the Project
activities, in comparison with the schedule and Project Performance
Milestones contained in the Statement of Work and the related
Project expenditures for that segment of Project activities;
-
(b)
-
the Proponent’s revised cost breakdown for the Project,
including an estimated cost breakdown by major activity and by
Fiscal Year; and
-
(c)
-
an indication of any delay in completing the Project and the
reasons for such delay, together with the Proponent’s revised
schedule and any proposed revisions to the Statement of Work;
4. Annual Information Updates
By February 15, insert year, and by the
same date each year thereafter until this Agreement ends in accordance
with section 7 of the General Conditions, the Proponent shall provide
the following information updates and certifications to the Minister:
-
(a)
-
an update of the projected and actual payments to the Minister, as
set out in Form TPC-1 (Report on Estimated & Actual
Payments to the Minister) attached hereto, together with an
explanation of any significant changes from the last update.
(Note: Once the payment period starts, this update shall
be provided annually at the time of making payment, in
accordance with the provisions entitled “Payments to
Minister” in Schedule 4)
-
(b)
-
an update of projected and actual person years (PYs), as set out in
Form TPC-2 (Report on Job Creation and Maintenance) attached
hereto, together with an explanation of any significant changes
from the last update;
-
(c)
-
an update of other representations and expected results as set out
in Form TPC-3 (Report on Other Representations & Expected
Results) attached hereto, together with an explanation of any
significant changes from the last update;
-
(d)
-
an update of investment leverage, as set out in Form TPC - 4
(Report on Investment Leverage) attached hereto, together with an
explanation of any significant changes from the last update;
-
(e)
-
an update on sustainable development impacts, as set out in Form
TPC - 5 (Report on Sustainable Development Impacts) attached
hereto, together with an explanation of any significant changes
from the last update;
-
(f)
-
the certification attached as Form TPC – 6 (Report on Gifts
or Inducements and Lobbyist Registration Act);
-
(g)
-
the certification attached as Form TPC – 7 (Permission to
Release Information);
-
(h)
-
a summary of the progress made in the fulfilment of specific
commitments in regard to contractual benefits to Canada identified
in Schedule 4.
Insert the following where applicable
-
(x)
-
an update to the list of current holdings of Special Purpose
Equipment as set out in the Special Purpose Equipment Form forming
part of Schedule 7;
-
(x)
-
an identification of any planned or completed transfer to
commercial production, transfer outside of Canada, sale, lease or
other disposal of Special Purpose Equipment.
-
(x)
-
a certification to the Minister that the Proponent is
maintaining the required environmental protection measures in
relation to the Project.
5. Annual Financial Statements
The Proponent shall provide the Minister with a copy of its annual
insert audited or unaudited financial
statements within four (4) months of the end of each of the
Proponent’s fiscal years.
insert Article below for Agreements with a Contribution
equal to or greater than $10M:
6. Changes in Annual Ceilings for Contribution
The revised forecasts on Project costs contained in the Claim Reports,
the Project Progress Reports and the Annual Information Updates, do
not constitute requests for reprofiling of annual ceilings for the
Contribution as mentioned in Article 4.4. Any reprofiling request
shall be specifically and separately made by the Proponent.
AIU CERTIFICATION OF COMPLETENESS
|
PRINT NAME OF AUTHORIZED
OFFICER______________________________TITLE___________________________
SIGNATURE___________________________________DATE__________________PHONE
(_____)_________________
|
The Proponent certifies that all figures provided in this AIU
document (TPC-1 to TPC-5) represent reasonable estimated and
actual results that the Minister can expect from this Project.
The Minister recognizes that those estimates may vary through
time, due to factors over which the Proponent has little or no
control.
|
|
Technology Partnerships Canada
|
FORM TPC-1
|
|
Report on Estimated & Actual Payments to the Minister
|
|
Instructions:
All payments expected from this Project to the end of the Benefits
Phase are indicated below. In the table below, please complete the
non-shaded cells of Column (B) only, by estimating
the payments due to the Minister for each year of the Benefit Phase,
based on estimated eligible sales and the royalty terms set out in the
agreement. For this, and all other forms, Work Phase
is defined as the period commencing with the signing of the
contribution agreement and ending at completion of the Statement of
Work (SOW). The Benefits Phase commences upon
completion of the SOW and ends when final payment is received or other
benefit related activities cease, whichever comes last. Note that for
certain agreements, payments may be required while the Project is
still in the Work Phase. In such instance, estimates of payments on
this form shall commence accordingly. Please note this form
reports on a government fiscal year basis of April 1 to March
31.
(Please report all figures in $000s)
|
(A)
|
(B)
|
(C)
|
Year
|
Last Forecast of Estimated
|
Current Forecast of Estimated
|
Payments Made to Date
|
Ending
|
Payments (1997-98) or As per
|
Payments
|
(March 31)
|
Contribution Agreement (1997 98)
|
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1998
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|
|
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1999
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|
|
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2000
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|
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2001
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|
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2002
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|
|
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2003
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|
|
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2004
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|
|
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2005
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|
|
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2006
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|
|
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2007
|
|
|
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2008
|
|
|
|
2009
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|
|
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2010
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|
|
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2011
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|
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2012
|
|
|
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2013
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|
|
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2014
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|
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2015
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|
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2016
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2017
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2018
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2019
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2020
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2021
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2022
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2023
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2024
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2025
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|
|
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2026
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|
|
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2027
|
|
|
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2028
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|
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2029
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|
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Totals
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|
|
|
Explanations of Significant Variances:
In the space below, provide a brief explanation for significant
variances (>15%) between previous (column (A)) and current (column
(B)) forecast payments. If required, please attach separate page.
Project Number:
|
Date:
|
Proponent:
|
Project:
|
Technology Partnerships Canada
|
FORM TPC-2
|
Report on Job Creation and Maintenance
|
|
The intent of this schedule is to identify the number of Person Years,
(PYs), expended on Project related activities during any one year of
the duration of the Agreement, according to category of employment.
Both part-time and full-time employees should be claimed, as
employment of all types represents a Project benefit. A single PY unit
can be one person working fulltime for one year, or any number of
persons working an aggregate of 1800-2000 hours between them for the
whole year.
1. Data is to be provided based on a 52-week calendar
year and should be expressed in PY units.
2. Direct PYs are to be counted. The term direct PYs
relates to the work performed in Canada by employees of the proponent.
Only those direct PYs, which result from the Project, are to be
counted. Work performed outside of Canada by Canadian employees is not
to be included except for eligible activities performed as part of the
Statement of Work during the Work Phase. Reported PYs may be performed
by existing staff or by new hires.
3. Indirect PYs refer to work performed in Canada as a result of the
Project by employees who are not employed by the Proponent, and
normally at a location other than the Proponent's facility.
Apart from the following two exceptions, indirect PYs are not
to be included in the PY count:
-
A.
-
Sub-contracted PYs in the Work phase of R&D/innovation projects
are included in the PY count, provided that the related activity is
explicitly set out in the Statement of Work of the Contribution
Agreement.
-
B.
-
Benefit phase production PYs of related entities to the Proponent
are included in the PY count, provided that the Contribution
Agreement explicitly includes PY reporting requirements on the
parties concerned and the Proponent provides the Minister access to
the related facilities for monitoring purposes.
Instructions:
Part 1 - Work Phase: Report in this part only
if at any time during the immediately preceding calendar year, the
Project was in the Work Phase. Reporting during the Work Phase
requires a yearly breakdown by category of employment. Report
on Part 1, by completing the non-shaded cells for each category of
employment.
Part 2 - Benefits Phase: All Proponents must
report in the Benefits Phase part of Form TPC-2. Reporting during the
Benefits Phase requires the average number of PYs during this Phase,
by category of employment. Report on Part 2, by completing the
non-shaded cells of Column D, and, if at anytime in the immediately
preceding calendar year the Project was in the Benefits Phase, Column
B as well.
Example:
The Benefits Phase is expected to last 9 years and “General
Production” PYs are expected to be 8 per year in the first 3
years, 5 per year in the next 3 years and 2 per year in the last 3
years. The average PYs reported in column D for “General
Production” would be 5. [(3x8)+(3x5)+(3x2)]/9=5 However, if the
Proponent is in the 4th year of the Benefits Phase, and the actual PYs
for the first 3 years were 11 per year, the average PYs reported in
column D for “General Production” would be 6.
[(3x11)+(3x5)+(3x2)]/9=6
PART 1 : WORK PHASE - Data compiled as of: December
31,______
|
CATEGORY OF EMPLOYMENT
|
TOTAL NUMBER OF PERSON YEARS FOR YEAR ENDING DECEMBER 31
|
ACTUAL
|
ESTIMATED
|
Cumulative to 2004
|
In 2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
Total
|
1] KNOWLEDGE-BASED (SCIENCE, ENGINEERING & TECHNICAL)
|
|
|
|
|
|
|
|
|
2] MANAGEMENT & ADMINISTRATION
|
|
|
|
|
|
|
|
|
3] SUB-CONTRACTED WORK
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
PART 2 - BENEFIT PHASE - Data compiled as of: December 31, _____
|
CATEGORY OF EMPLOYMENT
|
NUMBER OF PERSON YEARS
|
ACTUAL PERSON YEARS FOR REPORTING PERIOD
|
ESTIMATED AVERAGE NUMBER OF ANNUAL PERSON YEARS FOR
DURATION OF BENEFIT PHASE
|
PART 1 : WORK PHASE - Data compiled as of: December
31,______
|
CATEGORY OF EMPLOYMENT
|
TOTAL NUMBER OF PERSON YEARS FOR YEAR ENDING DECEMBER 31
|
ACTUAL
|
ESTIMATED
|
Cumulative to 2004
|
In 2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
Total
|
1] KNOWLEDGE-BASED (SCIENCE, ENGINEERING & TECHNICAL)
|
|
|
|
|
|
|
|
|
2] MANAGEMENT & ADMINISTRATION
|
|
|
|
|
|
|
|
|
3] SUB-CONTRACTED WORK
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
A) Cumulative to 2004
|
B) In 2005
|
C) Previous Estimate
|
D) Revised Estimate
|
1]
|
KNOWLEDGE-BASED (SCIENCE, ENGINEERING &TECHNICAL)
|
|
|
|
|
2]
|
GENERAL PRODUCTION
|
|
|
|
|
3]
|
MANAGEMENT, ADMINISTRATION, MARKETING, SALES & SUPPORT
|
|
|
|
|
|
TOTAL
|
|
|
|
|
Explanations of Significant Variances:
In the space below, provide a brief explanation for significant
variances (>15%) between most recent estimates (A) and current
estimates (B). If required, please attach separate page.
Project Number:
|
|
Date:
|
Proponent:
|
|
Project:
|
|
Technology Partnerships Canada
|
|
FORM TPC-3
|
|
Report on Other Representations & Expected Results
|
|
|
Instructions:
Please list any representations and expected results
in the table below. If not applicable, please indicate with a
“N/A” response.
Other representations and expected results include:
1. PATENTS: Are there any patents that are expected to result
from the development work of the Project?
2. ACQUISITION OF TECHNOLOGY: Is the Proponent planning to
acquire intellectual property rights, technology, or know-how
essential to the success of the Project?
3. CORPORATE MANDATES: Specify any new or enhanced mandates
expected?
4. OTHER SIGNIFICANT REPRESENTATIONS/EXPECTED RESULTS:
Strategic alliances or partnerships, new applications of
technology, technology diffusion, etc.?
|
DESCRIPTION OF ACTUAL AND EXPECTED
RESULT/REPRESENTATION
|
PLANNED DATE
|
STATUS / ACTUAL DATE
|
1. PATENTS
|
|
|
2. ACQUISITION OF TECHNOLOGY
|
|
|
3. CORPORATE MANDATES
|
|
|
4. OTHER
|
|
|
Project Number:
|
Date:
|
Proponent:
|
Project:
|
Technology Partnerships Canada
|
FORM TPC-2
|
Report on Job Creation and Maintenance
|
|
This form estimates all costs incurred in Canada and investment that
may be leveraged by TPC funds. These include:
ELIGIBLE SUPPORTED COSTS: Those costs incurred by the
Proponent and towards which TPC provides financial support.
OTHER PROJECT RELATED COSTS (INCLUDING POST WORK PHASE
INVESTMENT): Other non-recurring costs incurred in Canada
that are directly related to the Project. This would include items
such as cost overruns but would not include costs prior to the date
indicated in Article 4.2 of the Contribution Agreement. For example, a
project may include capital costs (for land and building) that are not
eligible for TPC support, but which the company will incur directly
related to the Project.
Post work phase investment refers to any additional non-recurring,
post work phase, Project related investment in Canada by the Proponent
(e.g. non-recurring costs related to production facilities, marketing
and distribution activities, etc.). For example, the building of new
production lines, creation of a new marketing team, or establishment
of a new distribution/line network for the resulting
product/technology.
OTHER INVESTMENTS: Other investment unrelated to the
specific Project but included in the contractual commitments made by
the Proponent. For example, a company may commit to construction of a
building as a condition of receiving a TPC investment, although the
building is not directly part of the Project.
Instructions:
Please complete the non-shaded cells of column (B)
only in the table for each type of investment, as defined
above, by providing actual figures for the immediately preceding year
and estimates for the remaining term. Please note this form
reports on a government fiscal year basis of April 1 to March
31.
(Please report all figures in $000s)
Year
|
Eligible Supported Costs
|
Other Project Related Costs
|
Other Investments
|
Ending
|
(A)
|
(B)
|
(A)
|
(B)
|
(A)
|
(B)
|
March 31
|
Last Revised
|
Actual or
|
Last Revised
|
Actual or
|
Last Revised
|
Actual or
|
|
Forecast
|
Current
|
Forecast
|
Current
|
Forecast
|
Current
|
|
(2004-05)
|
Estimate
|
(2004-05)
|
Estimate
|
(2004-05)
|
Estimate
|
Cumulative to 2004
|
|
|
|
|
|
|
2005
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|
|
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2006
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|
|
|
|
|
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2007
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|
|
|
|
|
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2008
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|
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|
|
|
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2009
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|
|
|
|
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2010
|
|
|
|
|
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2011
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|
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2012
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2013
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2014
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|
|
|
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2015
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|
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2016
|
|
|
|
|
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2017
|
|
|
|
|
|
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2018
|
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|
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2019
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|
|
|
|
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2020
|
|
|
|
|
|
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2021
|
|
|
|
|
|
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2022
|
|
|
|
|
|
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2023
|
|
|
|
|
|
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2024
|
|
|
|
|
|
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2025
|
|
|
|
|
|
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2026
|
|
|
|
|
|
|
2027
|
|
|
|
|
|
|
2028
|
|
|
|
|
|
|
2029
|
|
|
|
|
|
|
2030
|
|
|
|
|
|
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2031
|
|
|
|
|
|
|
2032
|
|
|
|
|
|
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Totals
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Explanations of significant variances:
In the space below, provide a brief explanation for significant
variances (>15%) between previous (column A) and current (column B)
forecast investments. If required, please attach separate page.
Project Number:
|
Date:
|
Proponent:
|
Project:
|
On a full life cycle basis (from design through manufacture/operation
and decommissioning or disposal/recycling), the technologies developed
during the course of this R&D Project are expected to provide the
following downstream Sustainable Development benefits (over existing
industrial practices) as they are incorporated into the commercial
activities of the firm.
Benefits
|
Significant
|
Moderate
|
Minor/None
|
N/A
|
Reduced energy consumption (i.e. efficiency of use) or increased
energy production through sustainable means (i.e. efficiency of
generation).
|
|
|
|
|
Increased supply of energy from renewable sources.
|
|
|
|
|
Reduced water consumption or increased supply of clean water.
|
|
|
|
|
Reduced consumption of raw materials or manufactured materials
(reduced material intensity).
|
|
|
|
|
Reduced production and/or release of pollutant species of any
kinds to the atmosphere.
|
|
|
|
|
Reduced production and/or release of pollutant species of any
kinds to receiving waters.
|
|
|
|
|
Reduced production and/or disposal of solid waste to the land.
|
|
|
|
|
Reduced usage and/or production and/or disposal of
hazardous/toxic substances.
|
|
|
|
|
Remediation or rehabilitation of contaminated land or water.
|
|
|
|
|
Other - Please Specify:
|
|
Project Number:
|
Date:
|
Proponent:
|
Project:
|
Technology Partnerships Canada
|
FORM TPC-6
|
Report on Gifts or Inducements and Lobbyist Registration
Act
|
|
Certification:
I certify as an authorized representative of the company
("Proponent"):
A- No Gifts, Inducements or Commissions
The Proponent represents and warrants that it has not, nor has any
person on its behalf:
-
a)
-
offered, promised or provided to any official, employee or any
other person representing Her Majesty the Queen in Right of Canada,
any bribe, gift or other inducement for or with a view to obtaining
the Contribution, or
-
b)
-
employed or retained any person in respect of obtaining the
Contribution for a commission, contingency fee or any other
consideration dependant upon the execution of the Contribution
Agreement.
and
B - Lobbyist Registration Act
The Proponent represents and warrants that any person who is required
to be registered pursuant to the Lobbyist Registration Act, including
Consultant and In-house lobbyists, is registered pursuant to the Act.
The failure of such person to register under the Lobbyist Registration
Act, or the failure of the Proponent to disclose this fact to the
Minister, during the term of the Contribution Agreement constitutes a
material term as set out in Article 8 of TPC’s General
Conditions.
Date: ___________________ Print Name:
__________________________________
Signature: __________________________________
Title: __________________________________
Project Number:
|
Date:
|
Proponent:
|
Project:
|
Technology Partnerships Canada
|
FORM TPC-7
|
Report on Gifts or Inducements and Lobbyist Registration
Act
|
|
As you may be aware, Technology Partnerships Canada (TPC) often
receives requests to demonstrate the benefits of the program. These
often come through the Access to Information Act or Parliamentary
requests. Further, TPC is mindful of the continuing need for public
accountability and transparency.
Projects supported through TPC, including yours, have and will create
numerous benefits for Canada and Canadians alike. The program may be
asked to share information regarding the creation of these benefits,
with parties such as those identified above. For this reason, we
request your permission to release the types of information outlined
below.
Please be assured that a negative response will in no way result in
any repercussions for our relationship.
We thank you for your time on this matter, and hope you can help the
program to demonstrate the benefits of its investment in companies
like yours.
Please check the appropriate box(es):
-
_ I give TPC permission to release all of the information listed
below in response to Parliamentary requests, without the need to
contact me each time.
OR
I give TPC permission to release only the following information which
I have checked:
original total forecasted jobs to be created or maintained,
during the term of the Project
actual jobs created to date,
during the term of the Project
original total payment forecast,
as per the agreement
actual payments made to date, pursuant to
the agreement
original total TPC forecast contribution and
company leveraged amount
actual company leveraged amount
OR
I do not give TPC permission to release any of the information
listed above, for this purpose.
(Notwithstanding this particular request, please note that the Access
to Information Act is still applicable. In this regard, the ATIP
Office of Industry Canada may still contact you regarding individual
requests, as appropriate.)
Date: ____________________
Print Name: ____________________________________ Signature:
____________________________________ Title:
____________________________________
SCHEDULE 6 - PROJECT FACT SHEET FOR NEWS RELEASE
Program: Technology Partnerships Canada
|
Project No.:
|
Name & Address of Proponent:
|
Proponent Contact: Name: Telephone: Fax:
|
Project Location:
|
Project Type:
|
Industrial Sector:
|
Project Purpose:
|
Authorized Assistance: $
|
|
Project Description and Anticipated Results:
|
SCHEDULE 7 - SPECIAL PURPOSE EQUIPMENT
1. Definition
“Special Purpose Equipment” means
-equipment, including ancillary systems, instrumentation, or special
test equipment that is purchased, leased, manufactured or otherwise
acquired for the purposes of the Project, the item cost of which
exceeds $250,000., excluding jigs, tools, dies and fixtures; and
-prototypes or pilot plants that are designed and built by the
Proponent to demonstrate the technology to be commercialized.
2. Treatment of Special Purpose Equipment
(a) Disposal
Except in the situation described in section (b) below, if the
Proponent transfers to commercial production, transfers outside of
Canada, sells, leases or otherwise disposes of any Special Purpose
Equipment, the Minister will require the Proponent to repay the
greater of an amount equal to that of
-
(i)
-
multiplying the proceeds of disposition of the Special Purpose
Equipment by the ratio of the total amount of the contribution paid
by the Minister to the total amount paid by the Proponent for
Eligible Costs; and
-
(ii)
-
multiplying the fair market value of the Special Purpose Equipment
on the date of the transfer to commercial production, transfer
outside of Canada, sale, lease or other disposition by the ratio of
the total amount of the contribution paid by the Minister to the
total amount paid by the Proponent for Eligible Costs;
but in no event shall the amount payable exceed the amount paid by the
Minister to the Proponent under this Agreement.
The Proponent shall make such repayment within 30 days of the transfer
to commercial production, transfer outside of Canada, sale, lease, or
other disposition of the Special Purpose Equipment.
(b) Repayment on Special Purpose Equipment
If the estimated cost as set out in the Statement of Work of all of
the items of Special Purpose Equipment, other than prototypes and
pilot plants, is 30% or less of the total estimated Eligible Costs,
the Proponent will not be obligated to pay the Minister for those
items which are transferred by the Proponent to commercial production
in Canada.
3. Costing Principles
-
(a)
-
To be an Eligible Cost, the Special Purpose Equipment must be
necessary for the performance of the Project, be described in
sufficient detail herein so as to be readily identifiable, and the
relevant cost be specified in the Special Purpose Equipment Form
attached.
-
(b)
-
If the Special Purpose Equipment is to be modified or integrated by
the Proponent during the Project, the costs related thereto will be
eligible only if specifically identified in the Statement of Work
in Schedule 2.
-
(c)
-
Eligible Costs for Special Purpose Equipment will be the net laid
down cost to the Proponent, after deducting trade discounts and
cash discounts for prompt payment.
-
(d)
-
Where applicable, periodic payments under a capital lease are
Eligible Costs, to a maximum equal to the price of the Special
Purpose Equipment, if it were purchased at the commencement of the
lease period; all interest and carrying charges are to be excluded.
For operating leases, the Eligible Cost is the actual lease
payments incurred during the performance of the Project.
-
(e)
-
Labor and material costs required in the modification or adaptation
of the Special Purpose Equipment, for the purposes of the Project,
are eligible costs.
-
(f)
-
Unless such is otherwise allowed in the Statement of Work, costs of
construction or alteration of plant facilities to accommodate the
Special Purpose Equipment or any other item of machinery and
equipment, and any profit, fees, general and administrative
overhead expenses related thereto, are not eligible.
4. Reporting
As mentioned in sections 1 (Claim Reports) and 4 (Annual Information
Updates) of Schedule 5, the Proponent will report to the Minister,
using the Special Purpose Equipment Form attached, on all activities
associated with Special Purpose Equipment. The Proponent also agrees
to monitor the location and use of all the items of equipment that
will eventually appear on the list.
SPECIAL PURPOSE EQUIPMENT FORM
PROPONENT:
PROJECT NO.:
This list is to include all items of Special Purpose Equipment
(SPE), as defined in Schedule 7, purchased by the Proponent for
the purposes of carrying out the Project. The Proponent agrees
to provide an up-to-date copy of this list with any claim that
modifies its content as well as with each annual report, as
specified in Schedule 5.
|
LIST OF EQUIPMENT
|
1
|
2
|
3
|
4
|
ITEM NO
|
DESCRIPTION AND SERIAL NUMBER
|
QTY
|
COST OF THE ITEM(s) TO FIRM (Cdn $)
|
1
|
|
|
|
2
|
|
|
|
3
|
|
|
|
4
|
|
|
|
5
|
|
|
|
SCHEDULE X - ENVIRONMENTAL MITIGATION MEASURES
|