Repayable Contribution Agreement

Important information

This document is provided for general information and guidance only and may not be representative of final agreements. Final Contribution Agreements will reflect differences between various programs; individual project proposals; and negotiations between the Recipient and Canada.

for the [Program Name]

Project No: [XYZ-000]

Project Title: [Project Title]

Between:

His Majesty the King in right of Canada (referred to as "Canada"), as represented by the Minister of Agriculture and Agri-Food (referred to as the "Minister")

And

[Recipient name], a [Organization Type] incorporated under the [Legislation] (referred to as the "Recipient")

The "Minister" and the "Recipient" are referred to individually as a "Party" or collectively as the "Parties".

The Minister has established the Program Name (the "Program") to [Program's Objective].
The Recipient has submitted a proposal for funding of a project entitled "[Project Title]" under the Program, having the purpose of [Purpose/brief description of Project] (the "Project"). The activities are described in the Work Plan set out in Schedule A.
The Minister has reviewed the representations set out in the Recipient's proposal, and has determined on the basis of these representations the amount of the Minister's Contribution, being the amount that would constitute the minimum level required to further the attainment of the objectives of the Program taking into account the other sources of funding that are available to the Recipient and the results expected of the Project.
On [Date of Approval on approval letter], the Minister advised the Recipient that the Minister approved the Recipient's proposal for contribution funding under this Program, subject to the condition that the Parties would conclude a formal, written agreement providing for funding of the Project on terms and conditions acceptable to the Minister.
The Recipient understands and accepts all the terms and conditions set out in this Agreement under which the Minister's Contribution will be made.

Section 1: Purpose

The purpose of this Agreement is to set out the terms and conditions pursuant to which the Minister will make a contribution to the Recipient towards the Eligible Costs of the Project described in Schedule A (Work Plan).

Section 2: Definitions

In this Agreement:

Agreement: This Repayable Contribution Agreement between Canada and the Recipient including the attached Schedule A (Work Plan), Schedule B (Project Budget).
Budget: The total confirmed sources and value of funding and cash, as well as Eligible Costs by fiscal year required to complete the Project, and which have been approved by the Minister, as set out in Schedule B (Project Budget).
Capital Asset: Any tangible asset that has a Fair Market Value over $10,000 purchased, contributed, constructed, developed, or otherwise acquired by the Recipient with the Minister's Contribution or as part of the Recipient's Contribution under this Agreement or under a previous contribution agreement.
Change in Control: The sale of all or substantially all the assets of the Recipient; any merger, consolidation or acquisition of the Recipient with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of the Recipient in one or more related transactions.
Communications: Any communications product, promotional material prepared or event held by the recipient that informs the public about the Minister's Contribution related to this Agreement and activities as described in Schedule A (Work Plan). Communications can include, but are not limited to: funding announcements (news releases, press conferences, speeches, or content on broadcast or digital platforms, including social media); promotional materials (advertising products, videos, websites, social media campaigns, signage or exhibits); publications (training materials, reports, posters, brochures or fact sheets); and events (presentations, conferences, forums or workshops). In the context of this Agreement, it does not include presentations at international or scientific conferences or articles published in scientific journals.
Completion Date: [DD/MM/YY], the date on or before which the activities set out in Schedule A (Work Plan) shall be completed.
Effective Date: [DD/MM/YY]
Eligible Costs: Those expenditures listed in Schedule B (Project Budget) for which goods are received, services rendered and work performed prior to the Completion Date.
Fair Value: The cost of goods or services that would be agreed upon in an arm's length transaction between knowledgeable, willing and unrelated parties who are under no compulsion to act.
Fair Market Value: The highest price that would be agreed to in an open and unrestricted market between knowledgeable, informed and willing parties acting at arm's length, who are under any compulsion to transact.
Financial Report: The form or forms approved by the Minister, completed by the Recipient and certified by a Responsible Officer on a periodic basis, the frequency of which shall be determined by the Minister, to report on financial requirements under this Agreement.
Fiscal Year: The twelve-month period beginning April 1 of any year and ending March 31 of the following year.
Intellectual Property: All patents, trade-marks, industrial designs, trade-names, copyright, trade secrets and other intellectual property rights, whether registered or not; and all confidential information and technical information, including know-how, show-how, inventions, processes, products, formulae, designs, records; and all bacterial, viral, plant, human or animal material that has new genetic or other characteristics.
Minister: The Minister of Agriculture and Agri-Food representing Canada and any other person duly authorized to act on his or her behalf.
Minister's Contribution: The funding provided by Canada pursuant to the terms and conditions of this Agreement which is repayable by the Recipient in accordance with this agreement.
Overpayment: An amount paid by Canada as part of the Minister's Contribution or which is treated as such pursuant to the terms of this Agreement, which the Recipient is not entitled to according to the terms of this Agreement and which is subject to the Overpayment obligations set out in this Agreement.
Project: The project comprised of the totality of the activities as described in Schedule A (Work Plan).
Project Account: Separate accounting measures and, at the Recipient's discretion, a special purpose bank account to be established by the Recipient for the purpose of accounting for all receipts of the Minister's Contribution and all other Project funding from any source, including the Recipient, and all disbursements which shall be made for Eligible Costs.
Project Outcome(s): The impact(s) of completing the activities set out in Schedule A (Work Plan) and measured using the performance indicator(s) also set out in the Work Plan.
Recipient's Contribution: The amount of cash obtained from other sources or provided by the Recipient directly towards Eligible Costs.
Responsible Officer: The person identified by the Recipient who is responsible for certifying the Recipient's claims for reimbursement, Financial Reports, and all other reports under this Agreement.
Work Plan: The description of the activities under this Agreement that the Recipient agrees to complete with the support of the Minister's Contribution. The Work Plan also sets out the Project Outcome(s) and the performance indicator(s) used to measure the Recipient's performance. The Work Plan is attached as Schedule A.

Section 3: Financial contributions

3.1 Minister's contribution

3.1.1 The Minister shall make a maximum contribution in the amount of $ [XXX] to the Recipient, as detailed in Schedule B (Project Budget), and in accordance with the terms and conditions of this Agreement.
3.1.2 The Minister's Contribution shall only be used to reimburse Eligible Costs of the Project incurred by the Recipient after the Effective Date, but prior to the Completion Date, and paid by the Recipient prior to the submission of the Final Financial Report approved by the Minister. The Recipient shall not pay, and shall not allow any part of the Minister's Contribution to be paid to any Government of Canada department or agency.
3.1.3 The Minister's Contribution shall not exceed the annual amounts set out in Schedule B (Project Budget), subject to any changes in totals by cost categories that result from a redistribution of the Minister's portion of Eligible Costs, which is in accordance with the terms of this Agreement, and subject further to the restrictions and conditions relating to Financial Reports that are set out in this Agreement.
3.1.4 The portion of Eligible Costs incurred by the Recipient in a Fiscal Year prior to the signing of this Agreement shall be allocated to the Fiscal Year in which this Agreement is signed.
3.1.5 The Recipient acknowledges that a reallocation of a portion of the Minister's Contribution identified in Schedule B (Project Budget) from one Fiscal Year to another shall not be permitted. Any portion of the Minister's Contribution that is not disbursed as advances or otherwise expended in that Fiscal Year shall not be available to complete the Project and will reduce the amount of the Minister's total contribution to the Project.
3.1.6 The Minister may, at the Minister's sole discretion, allow the Recipient to redistribute the Minister's portion of Project funding between approved cost categories within the Fiscal Year provided that: (a) the Recipient submits a Financial Report to the Minister for any proposed redistribution of the Minister's Contribution between Project cost categories within a Fiscal Year; and (b) the Recipient's proposed redistribution of the Minister's Contribution between Project cost categories, within a Fiscal Year, does not result in a change to the Project objectives or to the key Project Outcomes established in Schedule A (Work Plan).
3.1.7 Payment of the Minister's Contribution shall be made at the Minister's discretion and shall be subject to all terms and conditions of this Agreement, including the submission of reports and deliverables, where applicable, by the Recipient.
3.1.8 Pursuant to section 40 of the Financial Administration Act (R.S.C. 1985, c. F-11), the payment of the Minister's Contribution under this Agreement is subject to there being an appropriation for the Fiscal Year in which the payment is to be made.
3.1.9 Notwithstanding any other provision of this Agreement, the Minister may reduce or cancel the Minister's Contribution in the event that departmental funding levels are changed by Parliament during the term of this Agreement. In the event that the Minister reduces or cancels the Minister's Contribution, the maximum contribution payable under this Agreement will be reduced accordingly.
3.1.10 Where the Minister decides, at his or her discretion, to reduce the amount of the Minister's Contribution, he or she shall give 60 days' prior written notice to the Recipient of that reduction and shall reimburse the Recipient, subject to the terms, conditions and limitations of this Agreement, for the Minister's share of any Eligible Costs incurred by the Recipient up until the end of that notice period.

3.2 Termination at Minister's discretion

3.2.1 At any time before the completion of the Project, the Minister may, by giving notice in writing to the Recipient, terminate this Agreement. The notice of termination will give the Recipient 60 days' prior notice of the termination. Subject to the maximum amount of the Minister's contribution and the terms, conditions, and limitations of this Agreement, the Minister will reimburse the Recipient for the Minister's share of Eligible Costs incurred and paid by the Recipient for the purpose of the project up until the end of that notice period.

3.3 Recipient's contribution

3.3.1 The Recipient's Contribution shall not be less than the percentage(s) set out in the Budget. Where the Recipient does not meet this contribution commitment to the Project, a reimbursement of a portion of the Minister's Contribution shall be required and will be treated as an Overpayment under this Agreement.

3.3.2 The Recipient's Contribution may be adjusted upon written approval of the Minister.

Section 4: Payment of the Minister's contribution and recovery of overpayments

4.1 Claim for reimbursement of eligible costs

A claim for reimbursement of Eligible Costs shall be submitted to the Minister on a periodic basis at a frequency approved by the Minister and shall be included in a Financial Report.

4.2 Advance payments

Upon the request of the Recipient, at the Minister's discretion, the Minister may agree, to provide (an) advance payment(s) of the Minister's Contribution to the Recipient. If the Minister elects to make (an) advance payment(s) to the Recipient, the Minister shall determine the amount of the advance(s) to be paid to the Recipient based on Financial Reports submitted by the Recipient. The Minister shall determine the relevant advance period (3 to 12 months) prior to making any advance payment of a portion of the Minister's Contribution. Each advance payment shall not exceed the immediate cash requirements of the Recipient for that period and shall take into account any holdback that may be applied in accordance with this Agreement.

Accounting for advances, both expended and unspent, shall be provided by the Recipient through the submission of subsequent Financial Reports. At no time shall more than one advance period be unaccounted for.

Where an additional Fiscal Year remains in the Project, the Minister may treat all or part of the remainder of an advance outstanding at the end of the Fiscal Year as an Overpayment of funding under this Agreement or may authorize the Recipient to retain all or part of the remainder of any such advance to cover the Minister's share of forecasted Costs to be incurred by the Recipient during April of the following Fiscal Year, if the Minister considers this essential to meet the requirements of the Work Plan.

4.3 Holdbacks

The Minister may, at the Minister's discretion, withhold an amount of the Minister's Contribution from the total amount of Eligible Costs claimed at any point in time. The Minister shall determine the percentage of the holdback based on the amounts of the Minister's Contribution set out in the Budget. The Minister may adjust the percentage of the holdback during the term of this Agreement, but shall not at any time exceed 15% of the Minister's Contribution. When the Minister requires that a holdback be withheld, the holdback shall only be released upon the Recipient's submission and the Minister's acceptance of all deliverables and reports required under this Agreement.

4.4 Stacking of government assistance

Funding from federal, provincial, territorial, and municipal government sources for activities within the scope of the Project is limited to [Stacking Percentage %] of total Eligible Costs.

If total funding from these sources exceeds this limit, the excess shall be treated as an Overpayment.

4.5 Overpayments

Any amount which constitutes an Overpayment resulting from this Agreement shall be reimbursable to Canada and until reimbursed constitutes a debt due to Canada. The Minister shall deduct any Overpayment from subsequent payments of the Minister's Contribution, from the amount withheld as a holdback. If the Overpayment is determined in or after the final Fiscal Year, the Recipient shall reimburse the amount within 60 days of receiving written notification by the Minister. Interest shall be due and payable upon any amount not repaid after 60 days in accordance with the Interest and Administrative Charges Regulations issued under the federal Financial Administration Act.

4.6 Right to set-off or seek compensation

Without limiting the scope of the set-off or compensation rights available to Canada at common law or in the Civil Code of Québec (S.Q., 1991, c. 64), under the Financial Administration Act (R.S.C., 1985, c. F-11) or otherwise, the Minister may:

set-off or seek compensation against any portion of the Minister's Contribution that is payable to the Recipient pursuant to the Agreement any amount that the Recipient owes to Canada under legislation or any other agreement of any kind; and
set-off or seek compensation against any amounts that are owed to the Minister by the Recipient any amount that is payable by Canada under legislation or any other agreements of any kind to the Recipient.

The Recipient acknowledges that the Recipient's information may be shared with other Agriculture and Agri-Food Canada (AAFC) programs and other government departments to assist the Minister in the collection of debts owed by the Recipient to Canada.

Section 5: Responsibilities of the recipient

5.1 Recipient's general obligations

Without limiting any of the Recipient's specific obligations under the terms and conditions of this Agreement, the Recipient shall be responsible for the completion of the Project and the administration of this Agreement, including:

taking all necessary actions to maintain itself in good standing, to preserve its legal capacity, and to inform the Minister without delay of any failure to do so;
completing the activities set out in Schedule A (Work Plan) and reporting on progress towards the Project Outcome(s);
declaring any amounts owing to Canada under any legislation or agreement;
agreeing to and completing forms approved by the Minister to receive payments under this Agreement by means of direct deposit into the Recipient's account at a financial institution, unless otherwise authorized by the Minister;
ensuring that the Project Account at all times accurately reflects all amounts of the Minister's Contribution received (including any interest earned), all receipts of contributions from all other sources and from the Recipient directly and all amounts for Eligible Costs;
disclosing to the Minister, without delay, any fact or event that would or might compromise the Project's chances of success or the Recipient's ability to carry out any of the terms and conditions of this Agreement, either immediately or in the long term, including but not limited to, any Change in Control, pending or potential lawsuits and audits;
disclosing all funding to be provided for the Project from any source including cash, and reporting any changes in the sources of funding at any time throughout the Project, for any activities within the scope of the Work Plan;
maintaining all supporting documents for the Project and making them available upon the Minister's request;
ensuring access by the Minister, at any time and during reasonable hours, to any of the Recipient's real property under the ownership or control of the Recipient where any part of the Project is being carried out, to monitor Project implementation. The Recipient shall provide to the Minister all necessary assistance and documentation as may be necessary for carrying out this monitoring function;
designating the Responsible Officer(s) for the Recipient and notifying the Minister of the name of the Responsible Officer(s) and any change in Responsible Officer(s);
establishing and maintaining accounting and reporting systems and procedures needed to administer this Agreement, including any electronic reporting systems as agreed to by the Parties;
maintaining the capacity to complete the Project and report on performance;
observing and abiding by all applicable federal, provincial, territorial, and municipal government laws and regulations, including, but not limited to, those related to: public health and safety; labour codes and standards; care and use of animals in research; wildlife habitat; and environmental matters and environmental protection;
using a fair and competitive or otherwise justifiable and generally accepted sound business process that results in competent and qualified contractors and/or personnel working on the Project;
ensuring that all licenses in and assignments of pre-existing Intellectual Property that are required for the execution of Project activities and to meet all of the Recipient's obligations under this Agreement, have been obtained or are obtained in a timely manner and remain in full force and effect;
ensuring that the Recipient holds title to or a license in such Intellectual Property resulting from Project activities or the administration of this Agreement by or for the Recipient, as is required so that the Recipient may legally grant Canada any license or sub-license in that resulting Intellectual Property that is set out in this Agreement;
providing written notice to the Minister of a proposed Change of Control of the Recipient, in any manner, at least 60 days prior to the proposed change;
making no dividend payments or other shareholder distribution that would prevent the Recipient from completing the activities and making payments to the Minister as required under this Agreement;
provide, upon the written request of the Minister and without delay, any information as the Minister may require concerning this Agreement for purposes related to the Agreement; and
use its best efforts to ensure the completeness and accuracy of the information disclosed to the Minister under this Agreement.

The Recipient shall fulfill all of its other obligations hereunder in a diligent, timely, and professional manner.

5.2 Indemnification

The Recipient shall indemnify and save harmless Canada, the Minister and her/his employees and agents from and against all claims, losses, damages, costs, expenditures, actions, and other proceedings made, sustained, brought, prosecuted, threatened to be brought, or prosecuted in any manner based on, occasioned by, or attributable to any injury to, or death of a, person or damage to, or loss of, property arising from any act, omission, or delay on the part of the Recipient or its employees, servants, agents, or voluntary workers in carrying out the Project, except that the Minister shall not claim indemnification under this section to the extent that the injury, loss, or damage has been caused by the Minister or her/his employees or agents.

5.3 Insurance

The Recipient shall:

acquire general liability insurance and property damage insurance, against injury, death, or other loss or damage resulting from the actions of the Recipient in connection with the activities funded under this Agreement that is consistent with the level or risk exposure associated with the Project;
maintain such insurance for the duration of this Agreement;
inform the Minister of any changes to such policies; and
promptly provide the Minister a copy of any amended policies.

5.4 Records retention

The Recipient shall keep all records proper and accurate financial accounts and records (including but not limited to its contracts, invoices, statements, receipts, and vouchers), information, databases, audit and evaluation reports, and other documentation relating to this Agreement, for the purpose of monitoring, auditing, and evaluating activities described in Schedule A (Work Plan) and for verifying invoices and proof of payment with respect to funding provided from any source for Eligible Costs under this Agreement, for 7 years after the date of expiration or early termination of this Agreement, whichever is later.

Upon written request by the Minister and subject to applicable access to information and privacy legislation and case law, the Recipient shall allow the Minister to have access to any such records for the purposes of this Agreement.

5.5 Disposition of capital assets

5.5.1 The Recipient shall retain ownership, possession and control of the Capital Assets acquired as part of the Project.

5.5.2 During the term of this Agreement, the Recipient shall use the Capital Assets for the purpose of the Project and shall not, except with the prior written consent of the Minister and in accordance with such terms and conditions as may be imposed by the Minister,

5.5.2.1 change the use of any such Capital Assets or permit them to be used for activities that are not directly related to the Project;
5.5.2.2 sell, exchange, transfer, or dispose of any Capital Assets; or
5.5.2.3 pledge, mortgage, or permit the creation of any security interest, claim, or lien against the Capital Assets.

5.5.3 Upon the expiration or termination of this Agreement, the Recipient shall provide an inventory of the Capital Assets including an estimate of their Fair Market Value, and, if so directed by the Minister, the Recipient shall:

5.5.3.1 sell the Capital Assets, or any part of them, at Fair Market Value;
5.5.3.2 transfer the Capital Assets or any part of them to another person or organization designated or approved by the Minister; or
5.5.3.3 dispose of the Capital Assets or any part of them in such other manner as may be determined by the Minister.

5.5.4 The Minister may issue a direction requiring the Recipient to repay any proceeds of the sale or transfer of Capital Assets to offset the Minister's Contribution to Eligible Costs under this Agreement. The Recipient shall comply with the direction within 30 days of the issuance of the direction.

5.6 Acknowledgement

The Recipient shall acknowledge the Government of Canada in both official languages in all of its Communications. Such acknowledgement shall be in the form approved by the Minister, which includes, but is not limited to, official symbols of the Government of Canada in both English and French. The Recipient shall also limit the acknowledgement to communications agreed upon by the Minister and terminate the acknowledgement upon written request of the Minister.

5.6.1 Project announcement

The Recipient agrees to notify the Minister in a timely manner of any announcement or news conference informing the public of the Minister's Contribution to facilitate the possible attendance of government representatives. News releases, or other forms of public announcement on broadcast or digital platforms, shall be publicized and issued jointly by the Parties.

5.6.2 Project communications

The Recipient agrees to cooperate with the Minister in the planning, development and distribution of all Communications and shall not release and disseminate them without the Minister's approval.

5.6.3 Notice to Minister

The Recipient agrees to advise the Minister at least 48 hours in advance of any announcement of material events or changes that must be publicly disclosed pursuant to applicable legislation.

5.7 Financial reports

5.7.1 The Recipient shall submit a Financial Report to the Minister on a periodic basis, the frequency of which shall be determined by the Minister.

5.7.2 Year-end financial report

The Recipient shall provide the Minister with the year-end Financial Report of Eligible Costs incurred by the Recipient in the previous Fiscal Year, net of any advance(s), and paid by the Recipient no later than 180 days following the end of the Fiscal Year, which claim shall be submitted no later than by the end of the said 180 days.

The amount claimed for reimbursement must not exceed the remaining allocation of the Minister's Contribution for that Fiscal Year, and may not exceed the lesser of:

the actual Eligible Costs; and
subject to the exercise of the Minister's discretion as set out below, the amount of the year-end forecast anticipated in this regard as set out in the previously submitted year-end forecast which is referenced in the Year-end Forecast section of this Agreement, less any paid advance(s).

A year-end claim submitted after 180 days from the end of the previous Fiscal Year will not be eligible for reimbursement or inclusion in the Recipient's Contribution.

Subject to the terms of this Agreement, the Minister shall reimburse up to the amount of the year-end forecast as set out in the Year-End Forecast section of this Agreement, less any advance(s). If the amount claimed by the Recipient exceeds the amount forecast in the previous Fiscal Year's year-end forecast, then the balance of the claim shall not be settled for a period of 180 days following the end of the previous Fiscal Year. Following this delay, should any Program funding remain available for the previous Fiscal Year and upon consideration of Program priorities, the Minister may, at the Minister's sole discretion, pay or refuse the whole or any part of the balance of the year-end claim for reimbursement made by the Recipient.

5.7.3 Final financial report

The Recipient shall submit its Final Financial Report of Eligible Costs incurred and paid, no later than 180 days following the Completion Date, expiration or early termination of this Agreement, whichever is earlier.

A Final Financial Report(s) submitted after 180 days from the end of the previous Fiscal Year, subject to clause 9.13 (Extension of Time) will not be eligible for reimbursement or inclusion in the Recipient's Contribution.

5.8 Financial management

5.8.1 Year-end forecast

By no later than April 4th of each year, the Recipient shall provide the Minister with a year-end forecast relating to the previous Fiscal Year. This year-end forecast shall set out the remainder of (any) outstanding paid advance(s), or any outstanding amount(s) that is or are to be claimed, or is or are anticipated to be claimed for reimbursement of Eligible Costs incurred in that Fiscal Year and that are to be paid by the Recipient within 180 days of the end of the previous Fiscal Year, which amounts to be claimed or anticipated to be claimed shall be net of any outstanding advances paid by the Minister, the whole as set out in the Year-End Financial Report section of this Agreement.

5.8.2 Final financial report certification

The Recipient shall provide the Minister with confirmation that the Final Financial Report has been submitted for the Project, and that no additional claims for reimbursement will be made to the Minister, no later than 180 days following the Completion Date, expiration or early termination of this Agreement, whichever is earlier. The Minister will provide the Recipient with the form(s) to be completed for the Final Financial Report certification.

5.8.3 Financial statements

Where an audit and/or review engagement of the Recipient's financial statements is prepared in the normal course of the Recipient's business the Minister may request that a copy of the audited or reviewed financial statements and the audit or review report and any management letter be forwarded to the Minister.

The Recipient shall provide the Minister with a copy of the Recipient's audited financial statements or review engagement statements and any management letter resulting from an audit or review engagement no later than 4 months following the Recipient's fiscal year end for each year during the term of the Agreement until the Minister's Contribution has been fully repaid, in a format that adheres to the Canadian standards of Generally Accepted Accounting Principles or the International Financial Reporting Standards.

5.9 Ad hoc and special reports

The Minister may at any time request supplementary, narrative or statistical reports relating to any aspect of the Project, including but not limited to financial management, expenditures, funding and investments, performance measurement, and reporting. The Recipient shall submit any such reports no later than 30 days after receiving the request.

5.10 Proceeds or income

The Recipient shall include a report of any interest earned on the Minister's Contribution and any income, proceeds or revenue generated in relation to the Project or received as a result of the Minister's Contribution by the Recipient, in each Financial Report by the Recipient pursuant to this Agreement. Such interest, income, proceeds or revenue may, at the Minister's discretion, be applied to reduce the amount eligible for reimbursement under this Agreement or alternatively may be treated as an Overpayment of funding under this Agreement.

5.11 Progress and performance monitoring and reporting

5.11.1 Work plan progress reports

The Recipient shall track the progress of all activities undertaken pursuant to the Work Plan, and using forms required by the Minister, shall provide the Minister with reports on the status of each activity and explain any deviation from the Work Plan. The Minister shall determine the relevant frequency for such reports (monthly to annually) and if deemed necessary adjust this frequency.

5.11.2 Performance reports

The Recipient shall provide the Minister, at intervals determined by the Minister, with performance reports in the form required by the Minister that describe the activities completed and measures the Recipient's progress towards Project Outcome(s), including any activities undertaken prior to the signing of this Agreement, using the performance indicators set out in Schedule A (Work Plan).

The Recipient shall provide the Minister with the final performance report for the Project no later than 60 days following the Completion Date, expiration or early termination of this Agreement, whichever is earlier.

5.12 Repayment of the Minister's contribution

The Recipient shall repay the Minister's Contribution to Canada in equal monthly payments commencing [DD/MM/YY], and coming due monthly on that day, such that the Minister's Contribution is fully repaid by [DD/MM/YY].

The Recipient shall make payments by the method of their choice: online, wire transfers or by cheque. Cheque shall be made payable to the Receiver General for Canada, sent to:

Agriculture and Agri-Food Canada
Accounts Receivable and Revenue Management
1341 Baseline Road, Tower 7, Floor 3, Room 223
Ottawa ON K1A 0C5 Canada

The Recipient shall pay interest on overdue payments, calculated in accordance with the Interest and Administrative Charges Regulations, as of the day following any monthly payment due date that has not been respected.

Section 6: Audit and evaluation

6.1 Recipient audit

The Recipient acknowledges that the Minister may conduct periodic audits of its compliance with the terms and conditions of this Agreement, including without restriction compliance with the financial provisions. The Minister may direct that an audit be carried out by an independent accredited auditor or other representative appointed by the Minister. The Recipient shall cooperate with the Minister and his or her representatives, employees, or contractors relative to any such audit. The Minister shall pay the costs of audits undertaken pursuant to this clause.

6.2 Non-compliance

Without prejudice to the Minister's right to exercise any remedy available by law or pursuant to this Agreement as a result of a default on the part of the Recipient, where an audit of the Recipient reveals an element of non-compliance with the terms and conditions of this Agreement, or if the Recipient denies access to documents, records or premises, or fails to provide the necessary cooperation or assistance to conduct an audit, the Recipient may be required to develop and provide the Minister with a plan of corrective action within 30 days of receiving notice of the non-compliance. Such a plan must outline procedures to enact corrective measures that are acceptable to the Minister and must be accompanied by a written undertaking on the part of the Recipient to implement the plan.

6.3 Program evaluation

The Minister may engage in an evaluation of the Program for the purposes of assessing its continued relevance and impact. The Recipient shall cooperate with the work of the Minister relative to any such evaluation. The Minister shall pay the costs of evaluations undertaken pursuant to this clause.

6.4 Auditor General of Canada

The Recipient acknowledges that, pursuant to sub-section 7.1 (Annual and additional reports to the House of Commons) of the Auditor General Act, the Auditor General of Canada may, at the Auditor General's own cost, conduct an inquiry respecting the Recipient's compliance with the terms and conditions of this Agreement or an inquiry into the Recipient's procedures to measure and report on performance with respect to this Agreement. The Recipient shall cooperate with the Auditor General and his or her representatives, employees, or contractors relative to any such inquiry and grant them access to the Recipient's documents, records and premises for purposes of any such inquiry. The Auditor General may discuss any concerns raised in such an inquiry with the Recipient and with the Minister. The results may be reported to Parliament in a report of the Auditor General.

Section 7: Representations and warranties of the recipient

7.1 The Recipient warrants that all representations in its application to the Program for this Project and in this Agreement are accurate.

7.2 The Recipient represents and warrants that the Project's activities that were carried out prior to the signature of this Agreement, were undertaken in full compliance with all applicable federal, provincial, territorial, and municipal government laws and regulations and related case law or guidelines, including, but not limited to, those related to: public health and safety; labour codes and standards; care and use of animals in research; wildlife habitat; and environmental matters and environmental protection.

Section 8: Default and remedies

8.1 Default

The Minister may declare a default under this Agreement if any of the following events occur:

8.1.1 to the extent permitted under the law, the Recipient becomes insolvent, commits an act of bankruptcy, has a receiving order made against it, makes an assignment to the benefit of creditors, takes the benefit of a statute relating to bankrupt or insolvent debtors, goes into receivership or bankruptcy, ceases to actively carry on a business, or is wound up or dissolved;
8.1.2 a Change in Control with respect to the Recipient has occurred without the prior written consent of the Minister;
8.1.3 the Recipient has submitted false or misleading information to the Minister or has made a false or misleading representation in respect of any matter related to this Agreement, other than in good faith, demonstration of which is incumbent on the Recipient, and to Minister's satisfaction;
8.1.4 pursuant to a review of any report received from the Recipient, the Minister concludes that a material discrepancy exists between the actual revenues and Eligible Costs incurred by the Recipient or by other project supporters to date, the other sources of funding obtained to date, and the corresponding forecast amounts set out in the Budget, or between the progress made on the Project by the Recipient to date and that which could reasonably be expected to have been made at that point in time based on the activities described in Schedule A (Work Plan);
8.1.5 the Recipient fails to perform or comply with any term, condition, or other obligation contained in this Agreement for which it has responsibility; and/or
8.1.6 the Recipient fails to develop a plan of corrective action, acceptable to the Minister, to remedy a non-compliance resulting from a Recipient audit within the 30 days provided, or to enact corrective measures in accordance with this plan.

8.2 Remedies

If the Minister declares that an event of default has occurred, then the Minister may, in addition to any other remedy provided by law or pursuant to this Agreement, exercise one or more of the following remedies:

8.2.1 Where the Minister determines that the Recipient's default is capable of cure and that a delay for these purposes is appropriate, the Minister reserves the right to send a written notice of default to the Recipient specifying a cure period of no fewer than 30 days from the date of the Recipient's deemed receipt of the notice and requiring that the Recipient provide the Minister with proof of the cure within that delay;
If the Recipient fails to cure the default and provide the Minister with proof of cure within the specified period, the Minister may give the Recipient written notice of termination of this Agreement, and require the Recipient to reimburse all or part of the Minister's contribution disbursed, with interest, calculated in accordance with the Interest and Administration Charges Regulations, from the date of demand for reimbursement, and also to exercise any other remedy provided by law that the Minister deems appropriate;
8.2.2 Suspend the payment of any amount in respect of the Minister's contribution, regardless of whether the amount is owing prior to or after the date of such suspension; or
8.2.3 Immediately terminate this Agreement by means of a written notice of default and termination given to the Recipient, and also to exercise any other remedy provided by law that the Minister deems appropriate, including requiring the Recipient to reimburse all or part of the Minister's contribution disbursed, with interest, calculated in accordance with the Interest and Administration Charges Regulations, from the date of demand for reimbursement.
8.2.4 Notwithstanding this section of the Agreement, the occurrence of any of the events of default listed in [clause 8.1.1 or 8.1.2] may automatically trigger a default under this Agreement, without any further notice to the Recipient.

Section 9: General provisions

9.1 Use and disclosure of recipient information

9.1.1 Under this clause:

"Recipient's Information" means all records, information either collected by or disclosed by a third party to the Minister including but not limited to risk assessments, audit and evaluation and other reports, as well as all other documentation either provided by the Recipient or prepared in relation to the activities undertaken and resources utilized under the terms of this Agreement; and

"Program Administration" means the design, construction, implementation, and administration of this Program or of other agricultural, transfer payment or operational programs or the agreements entered into under those programs and includes but is not limited to:

the use of the Recipient's Information in the auditing, assessment, analysis and evaluation of the Recipient, the Recipient's performance of its contractual obligations, the Project, the Agreement, and the Program;
examining the scope and effectiveness of programs by the Government of Canada, by other governments in Canada and by municipalities; and
contacting the Recipient so as to conduct surveys relating to delivery of programs in Canada.

9.1.2 All information pertaining to the contribution provided under this Agreement is collected under the authority of the Department of Agriculture and Agri-Food Act and is subject to the Access to Information Act and the Privacy Act.

9.1.3 The Recipient acknowledges and agrees that the Minister may:

for the purposes of ensuring efficiencies and effectiveness of Program Administration, collect and disclose the Recipient's Information to other transfer payments or operational programs administered by the Minister, to other Government of Canada officials, to other levels of governments in Canada and municipalities as well as to contractors or agents assisting them in Program Administration; and
make the following publicly available on the Minister's or a Government of Canada website: the name, business number and location of the Recipient, the description of the Project, and the name, date and value of this Agreement.

9.2 Intellectual property

All Intellectual Property that arises out of or under this Agreement shall be owned by the Recipient. Subject to the Use and Disclosure section in this Agreement, the Recipient hereby grants to the Minister a non-exclusive, royalty-free, perpetual, worldwide, royalty-free and irrevocable licence to use, translate, reproduce, disclose, distribute, and modify such Intellectual Property, in whole or in part, in any form or medium, within AAFC, within the Government of Canada or to other governments, for program administrative purposes and for any public purposes, except commercial exploitation. Copyright in any translation shall vest in the Minister.

9.3 Duty to consult

The Parties have determined that no legal duty to consult Aboriginal groups arises in the context of the Project. If as a result of changes to the Project or otherwise, Canada determines that a legal duty to consult arises, the Recipient agrees that all of Canada's obligations pursuant to this Agreement will be suspended from the moment that Canada informs the Recipient that a legal duty to consult arises.

In the event that a legal duty to consult arises, the Recipient agrees that:

the Project will be suspended and Canada has no obligation to reimburse Eligible Costs until Canada is satisfied that any legal duty to consult with, and where appropriate, to accommodate Aboriginal groups has been met and continues to be met; and
if, as a result of changes to the Project or otherwise, Canada determines that further consultation is required, the Recipient will work with Canada to ensure that the legal duty to consult, and where appropriate, to accommodate Aboriginal groups, is met and continues to be met to Canada's satisfaction.

9.4 Conflict of interest

The Recipient declares that individuals who are subject to the provisions of the Conflict of Interest Act (S.C. 2006, c. 9, s. 2 as amended), the Conflict of Interest Code for Members of the House of Commons, the Conflict of Interest Code for Senators, the Conflict of Interest and Post-Employment Code for Public Office Holders, the Values and Ethics Code for Agriculture and Agri-Food Canada, the Values and Ethics Code for the Public Sector, or any other values and ethics codes applicable within provincial or territorial governments or specific organizations, cannot derive any direct benefit resulting from this Agreement unless the provision or receipt of such benefit is in compliance with such legislation and codes.

9.5 Registration of lobbyists

The Recipient shall ensure that a person lobbying, as defined in the federal Lobbying Act (R.S.C., 1985, c. 44 [4th Supp.]) as amended, on the Recipient's behalf is compliant with that Act.

9.6 Limitation of liability

The Recipient agrees that the Minister and her/his employees and agents shall not be held liable for any injury, including death, to any person, or for any loss or damage to property of any person or for any obligation of the Recipient or anyone else, including any obligations arising from loans, capital leases, or other long-term obligations in relation to the Agreement.

9.7 Defending an action

In the event that either the Minister or the Recipient is named in an action or a proceeding relating to this Agreement or relating to activities undertaken pursuant to or as a result of this Agreement in which liability is at issue, the named Party shall notify the other Party, and the named Party may defend the action or proceeding in its own name. If the named Party believes that the other Party has administration or control of any material having potential evidentiary value in such action or proceeding, the named Party may request access to such material for purposes of the litigation. The un-named Party may, however, refuse such access, if it is of the view that disclosure of the material would be contrary to its interest or its obligations under the law. The un-named Party shall refrain from any extra-judicial conduct which would prejudice the successful conclusion of the action or proceeding.

9.8 Relationship of the parties – No principal agent relationship

Nothing contained in this Agreement creates or is to be construed as creating the relationship of principal and agent, employer and employee, partnership or joint venture between the Parties. The Recipient will not represent itself (including in any agreement with a third party), as an agent, employee, or partner of the Minister or in a manner that could lead a member of the public to believe that the Recipient is an agent, employee, or partner of the Minister.

9.9 No Obligations to third parties

Where the Recipient is entering into a loan, a capital lease, or other long-term obligation in relation to any activity or deliverable for which the Minister's Contribution is disbursed, the Recipient shall not incur any obligation on behalf of the Minister and shall ensure that any agreement in respect thereof expressly relieves the Minister of any liability for non-performance by the Recipient or damages caused by the Recipient.

9.10 Official languages

All public information documents related to the Project prepared by or paid in whole or in part by the Minister must be made available in both official languages, when the Minister determines that this is required under the Official Languages Act (R.S.C., 1985, c. 31 [4th Supp.]).

9.11 Language of agreement

This Agreement is drafted in English at the request of the Parties.

9.12 Waiver

The Minister may waive any condition to the Minister's benefit upon giving written notice to the Recipient. Failure by either Party to exercise any of its rights, powers, or remedies under the Agreement will not constitute a waiver of such right, power, or remedy. Any exercise of a right, power, or remedy will not prevent the Minister in any way from later exercising the same or any other right, power, or remedy under this Agreement.

9.13 Extensions of time

The Minister may, at the Minister's sole discretion, extend the time within which the Recipient must do anything required by this Agreement upon prior written request from the Recipient received no later than 60 days prior to the date that the Recipient was required to do such thing.

9.14 Governing law

This Agreement shall be interpreted, and the relations between the Parties determined, by the laws in effect in [Province], where the Project will be implemented.

This Agreement shall be governed by, and is to be interpreted in accordance with, the applicable federal laws and the laws in force in the province of [Province]. The Parties agree that any matter in dispute shall be submitted to the jurisdiction of the Courts of [Province] and all courts competent to hear appeals from the Courts of [Province].

9.15 Dispute resolution

Any matter in dispute under this Agreement shall be referred to the Director, [Program Name], and the Responsible Officer for the Recipient and, if the matter cannot be resolved, it shall be referred to the Minister, whose decision shall be final and binding.

9.16 Term of this agreement

This Contribution Agreement shall take effect from the effective date and shall remain in effect until the Completion Date, unless terminated earlier in accordance with the terms of this Agreement.

9.17 Representatives of the parties and notice

All communications provided for under this Agreement, including reporting and any notice, demand, or other communication, shall be in writing and shall be deemed to have been received if sent to the coordinates below or to the last address of which the sender has received notice pursuant to this clause. Communications that are delivered in person shall be deemed to have been received upon delivery, communications transmitted by facsimile or e-mail shall be deemed to have been received 1 day after having been sent, and communications that are mailed shall be deemed to have been received 8 days after being mailed.

9.17.1 Any notice to the Minister shall be addressed to:

Director
[Program]
Agriculture and Agri-Food Canada
1341 Baseline Road, Tower 7, [Location]
Ottawa, Ontario, Canada, K1A 0C5

Telephone: (XXX) XXX-XXXX
Fax: (XXX) XXX-XXXX
Email: Name@canada.ca

9.17.2 Any notice to the Recipient shall be addressed to:

[Recipient Contact Name] [Recipient Contact Title]
[Recipient Name]
[Recipient Contact Address 1], [Recipient Contact Address 2]
[Recipient Contact City], [Province], Canada, [Z0Y 0X0]

Telephone: (000) 000-0000 Ext. 00
Fax: (000) 000-0000 Ext. 00
Email Address: [Email@recipient.ca]

9.18 Assignment

The Recipient shall not assign this Agreement or any payment, rights or obligations thereunder, in whole or in part, without the prior written consent of the Minister. Any assignment made without such prior written consent is void and of no effect.

9.19 Entirety of agreement

This Agreement comprises the entire agreement between the Parties. No prior document, negotiation, provision, undertaking, or agreement in relation to the subject of the Agreement has legal effect, unless incorporated by reference into this Agreement. No representation or warranty expressed, implied, or otherwise, is made by the Minister to the Recipient except as expressly set out in this Agreement.

9.20 Severability

If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining terms or provisions of this Agreement.

9.21 Interpretation

9.21.1 In the interpretation of this Agreement or any part of it, no rule of construction shall apply to the disadvantage of any party on the basis that: that party prepared this Agreement or any part of it; or seeks to rely on this Agreement or any part of it.

9.21.2 Any provision of this Agreement that requires the Recipient or any third party to provide information or records to the Minister upon request, pursuant to a right of inspection, or demand of the Minister may only be exercised by the Minister for the purposes of administering and enforcing the provisions of this Agreement except as otherwise specifically permitted by this Agreement.

9.22 Binding effect

This Agreement shall be binding on the Parties, their successors, and permitted assignees.

9.23 Survival

Subject to and without restricting the operation of any time delay set out in this Agreement, the following sections and clauses shall survive the early termination or expiration of this Agreement:

Recipient's Contribution
Advance Payments
Holdbacks
Stacking of Government Assistance
Overpayments
Right to Set-Off or Seek Compensation
Indemnification
Disposition of Capital Assets
Financial Reports
Final Financial Report
Financial Management
Ad Hoc and Special Reports
Proceeds or Income
Progress and Performance Monitoring and Reporting
Repayment of the Minister's Contribution
Audit and Evaluation
Use and Disclosure of Recipient Information
Intellectual Property
Defending an Action

9.24 Amendment

This Agreement may be amended in writing at any time and must be evidenced by the signature of the Minister and the Recipient. Any amendment to this Agreement will form part of this entire Agreement. An amendment will take effect on the date of the latest signature unless otherwise stipulated by the Parties.

9.25 Counterparts

This Agreement may be signed in counterparts, each of which so signed shall be deemed to be an original, and such counterparts taken together shall constitute one Agreement. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.