Repayable Contribution Agreement (2024)

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.

Repayable Contribution Agreement for the [Program Name]

Project No: [XYZ-000]

Project Title: [Project Title]

Between:

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

And

[Recipient name], a [Organization Type] [incorporated or established] under the [laws of Canada or province/territory or Act] having its head office located at [Address] (the "Recipient")

Individually referred to as a "Party" and collectively referred to as the "Parties".

Recitals

Whereas Canada has established the [Name of Program] to [Program Objective(s)].

Whereas the Recipient has submitted a proposal to Canada for funding of a project entitled ["Project Title"], having the purpose of [Purpose/brief description of Project], which qualifies for support under the [Name of Program].

Whereas Canada has reviewed the Recipient's project proposal, and has determined on the basis of this proposal the amount of Canada'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.

Whereas on [Date Canada accepted the Recipient's proposal], Canada informed the Recipient that Canada accepted 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 Canada.

Now therefore, the Parties agree as follows:

1.0 Interpretation

1.1 Definitions

In this Agreement, the following terms have the following meanings, unless the context indicates otherwise. These definitions apply equally to the singular and plural forms of the terms defined:

Agreement: This repayable contribution agreement and all schedules attached hereto, and any amendments made to this Agreement in accordance with section 10.21.
Agreement Effective Date: The date of the last signature to this Agreement, upon which this Agreement comes into effect.
Agreement End Date: [DD/MM/YY], the date upon which this Agreement expires.
Appropriation: Any authority of Parliament to pay money out of the Consolidated Revenue Fund.
Canada's Contribution: The repayable contribution funding provided by Canada for Eligible Costs incurred by the Recipient under this Agreement.
Capital Asset: Any tangible asset that has a Fair Market Value over $10,000, and that is purchased, contributed, constructed, developed, or otherwise acquired by the Recipient with Canada'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 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). Communications do not include presentations at international or scientific conferences or articles published in scientific journals.
Eligible Costs: The costs described in the approved Schedule B (Project Budget) that are incurred by and paid for by the Recipient in carrying out the Project, and that are eligible for reimbursement.
Fair Market Value: The highest price available, expressed in terms of cash, in an open and unrestricted market between informed and prudent parties, acting at arm's length and under no compulsion to transact.
Fiscal Year: The 12-month period, or any part thereof, during the term of this Agreement, beginning April 1st of any year and ending March 31st of the following year.
Gross Business Revenue: Revenue in the currency reported in the financial statements of the Recipient. For Recipients with subsidiaries, the Gross Business Revenue is determined on a consolidated basis including all subsidiaries.
Level of Risk: The risk level that is assessed and determined annually in accordance with Canada's then-current risk-assessment framework, and that will support the management of the Agreement.
Minister: The Minister of Agriculture and Agri-Food and any other person duly authorized to act on his or her behalf.
Overpayment: An amount paid by Canada as part of Canada's Contribution or which is treated as such pursuant to the terms and conditions of this Agreement, which the Recipient is not entitled to according to the terms and conditions of this Agreement and which is recoverable by Canada in accordance with the overpayment obligations as set out in this Agreement.
Program: [Name of Program].
Project: The totality of the activities to be completed by the Recipient with the support of Canada's Contribution, as described in the Work Plan, referred to as Schedule A (Work Plan).
Project Budget: The total funding to be received from Canada, as well as the total funding to be received from all other sources for the Project, referred to as Schedule B (Project Budget).
Project Completion Date: [DD/MM/YY], which is the latest date by which eligible costs, as described in the approved Schedule B (Project Budget), may be incurred by the Recipient to carry out project activities as described in the approved Schedule A (Work Plan).
Project Eligibility Start Date: [DD/MM/YY], which is the earliest date at which eligible costs, as described in the approved Schedule B (Project Budget), may be incurred by the Recipient to carry out project activities as described in the approved Schedule A (Work Plan).
Recipient's Contribution: The monetary contributions provided directly by the Recipient or obtained by the Recipient from third parties and applied towards Eligible Costs.
Repayment End Date: [MM-DD-YY], which is the final date by which Canada's Contribution must be fully repaid by the Recipient.
Repayment Start Date: [MM-DD-YY], which is the first date on which the Recipient's repayment of Canada's Contribution begins.
Repayment Year: Each consecutive 12-month period beginning on the Repayment Start Date and ending on the Repayment End Date. In instances where the Repayment End Date arrives before creating a final 12-month period, Repayment Year also includes the time period (months) between the last 12 month period and the Repayment End Date.
Responsible Officer: The person(s) identified by the Recipient who is (are) responsible for certifying all reports submitted by the Recipient under this Agreement.

1.2 Schedules

The following Schedules are attached to, and form part of, this Agreement:

Schedule A – (Work Plan)
Schedule B – (Project Budget)
Schedule C – Repayment Schedule Example

2.0 Purpose

The purpose of this Agreement is to set out the terms and conditions that apply to the funding provided for the Project and the responsibilities of the Parties under this Agreement.

3.0 Term

3.1 Agreement term

This Agreement will come into effect on the Agreement Effective Date and will end on the Agreement End Date, unless terminated earlier in accordance with the terms of this Agreement, but always subject to section 10.20 Survival.

3.2 Termination at Canada's discretion

At any time before the Project Completion Date, Canada may, at its sole discretion, terminate this Agreement by giving notice to the Recipient. The notice of termination will give the Recipient 60 days' prior notice of the termination. Subject to section 4.1 and the other terms and conditions of this Agreement, Canada shall reimburse the Recipient for Eligible Costs incurred and paid by the Recipient up to the date upon which the termination is to take effect.

4.0 Contributions

4.1 Contribution by Canada

4.1.1 Subject to the terms and conditions of this Agreement, Canada shall make a contribution to the Recipient not to exceed [XX]% of the total Eligible Costs up to a maximum of $[XXX].

4.1.2 If the total of Canada's Contribution exceeds [XX]% of the total Eligible Costs, the excess amount will be treated as an Overpayment. Canada may recover the excess from the Recipient or reduce Canada's Contribution by an amount equal to the excess.

4.2 Budgeting and allocation of Canada's contribution

4.2.1 The maximum amount payable by Canada in each Fiscal Year will not exceed the amount shown in "Canada's Maximum Contribution - Fiscal Year Breakdown" set out in Schedule B (Project Budget) for that Fiscal Year.

4.2.2 If the actual amount payable by Canada in any Fiscal Year is less than the amount shown in "Canada's Maximum Contribution - Fiscal Year Breakdown" set out in Schedule B (Project Budget) for that Fiscal Year, Canada will not reallocate the difference between the 2 amounts to a subsequent Fiscal Year. The maximum amount of Canada's Contribution payable pursuant to subsection 4.1.1 will automatically be reduced by the amount of this difference.

4.2.3 Subject to subsection 4.2.4, the maximum amount payable by Canada in each Fiscal Year for each [activity / cost category] will not exceed the amounts shown in the "Fiscal Year Breakdown by [activity / cost category]" set out in Schedule B (Project Budget).

4.2.4 The Recipient may request, within any given Fiscal Year, a reallocation of Canada's Contribution as set out in Schedule B (Project Budget). Canada may permit such a reallocation at Canada's sole discretion, by providing its consent in writing, provided that, among other information and factors Canada may consider, the Recipient's proposed reallocation does not result in a change to the Project purpose, Project activities, or to the key Project Outcomes established in Schedule A (Work Plan).

4.3 Canada's contribution subject to appropriations and departmental funding authorities

4.3.1 Pursuant to section 40 of the Financial Administration Act (R.S.C. 1985, c. F-11), the payment of Canada's Contribution is subject to there being an appropriation of funds by the Parliament of Canada for the Fiscal Year in which any commitment would come due for payment.

4.3.2 Notwithstanding any other provision of this Agreement, Canada may reduce or terminate further payments scheduled to be made under this Agreement in the event that authorities for the Program are amended or terminated, or if funding levels are reduced or cancelled by Parliament, for any Fiscal Year in which a payment is to be made under this Agreement.

4.3.3 Where funding under this Agreement is to be reduced or terminated under subsection 4.3.1 or 4.3.2, Canada shall provide the Recipient with sixty (60) calendar days written notice of the reduction or termination, and shall reimburse the Recipient for any Eligible Costs incurred up to the date upon which the reduction/termination is to take effect.

4.4 Recipient's contribution

4.4.1 The Recipient's Contribution shall not be less than [XX]% of the total Eligible Costs.

4.4.2 Total funding from federal, provincial, territorial, and municipal government sources, including from Agriculture and Agri-Food Canada, for all activities within the scope of the Project is limited to XX% of total Eligible Costs. If total government funding exceeds this limit, the excess will be treated as an Overpayment.

4.4.3 The Recipient hereby confirms that all cash Contributions to be provided for the Project from any source other than Agriculture and Agri-Food Canada is as disclosed in Schedule B (Project Budget). The Recipient shall notify Canada within 30 days of any changes to such sources, throughout the duration of the Project.

5.0 Claims, payments and recovery of overpayments

5.1 Payment conditions

5.1.1 It is a condition precedent to any payment of Canada's Contribution that the representations and warranties contained in this Agreement are true at the time of payment and that the Recipient is in compliance with all terms and conditions of this Agreement.

5.1.2 The Recipient shall complete the forms provided by Canada to receive payments under this Agreement by means of direct deposit into the Recipient's account at a financial institution, unless another method for receipt of payments is authorized by Canada.

5.1.3 Time Period for Canada's Contribution towards Eligible Costs and Forecast Implications

Canada will only contribute to Eligible Costs that are incurred by the Recipient between the [Agreement Effective Date / Project Eligibility Start Date] and the Project Completion Date. [These Eligible Costs must be paid by the Recipient prior to the Recipient's submission of the final year-end financial report. / The Eligible Costs that are incurred in each Fiscal Year must be paid by the Recipient prior to the submission of the year-end financial report for that Fiscal Year.] All costs that do not meet these requirements will be deemed ineligible [Eligible Costs incurred between the Project Eligibility Start Date and the Agreement Effective Date in Year 1 will be claimed against the budget for that Fiscal Year.]
If the amount of Eligible Costs the Recipient claims for reimbursement from Canada for a Fiscal Year exceeds the amount that the Recipient forecasts to be claimed for reimbursement in the year-end forecast, then Canada reserves the right, in its sole discretion and upon consideration of Program priorities, to pay or refuse the whole or any part of the balance in the year-end financial report or in the final financial report submitted by the Recipient.

5.2 Claims for reimbursement

5.2.1 The Recipient shall include its claims for reimbursement from Canada of Eligible Costs in the financial reports it submits to Canada in accordance with, and at the frequency set out in, section 6.7.

5.2.2 The Recipient shall ensure that only Eligible Costs incurred directly by the Recipient are claimed for reimbursement by Canada.

5.2.3 Canada shall make a payment to the Recipient in accordance with section 6.7.

5.3 Requests for advance payments

5.3.1 The Recipient shall submit any request for advance payment as a part of its financial report.

5.3.2 Canada may, at Canada's discretion, provide one or more advance payments of Canada's Contribution to the Recipient. If Canada decides to make an advance payment to the Recipient, Canada will determine the amount of the advance to be paid by taking into account:

the immediate cash requirements demonstrated in the financial report submitted by the Recipient;
any holdback percentage that may apply, in accordance with section 5.4; and
the then-current Level of Risk.

5.3.3 The Recipient shall provide an accounting for all expended and unexpended advance payments in subsequent financial reports. An additional advance payment will only be made if all previous advance payments have been reconciled.

5.3.4 Any amount of an advance payment not expended in accordance with this section will be treated as an Overpayment.

5.4 Holdbacks

Canada may, at Canada's sole discretion, withhold an amount of Canada's Contribution from the total amount of Eligible Costs claimed for reimbursement at any point in time. Canada shall determine the percentage of the holdback based on the then-current Level of Risk. Canada may, at Canada's sole discretion, adjust the percentage of the holdback during the term of this Agreement based on the then-current Level of Risk, but the percentage shall not at any time exceed 50% of the amount of Canada's Contribution payable in the Fiscal Year in which the holdback is applied. Canada shall release the holdback when Canada is satisfied in its sole discretion that the Recipient has fulfilled all of its obligations under the Agreement.

5.5 Overpayments

Any Overpayment will constitute a debt due to His Majesty the King in right of Canada. Canada will deduct any Overpayment from subsequent payments of Canada's Contribution. If no further payments remain to be made by Canada, the Recipient shall repay the Overpayment within 60 days of receiving notice from Canada. Interest will be charged on any overdue amounts of the Overpayment in accordance with the Interest and Administrative Charges Regulations (SOR/96-188), and any such interest will also constitute a debt due to His Majesty the King in right of Canada.

5.6 Right to set-off

Without limiting the right of set-off granted by the Financial Administration Act, (R.S.C. (1985), c. F-11) or otherwise, including those available under this Agreement, Canada may set off against any part of Canada's Contribution any amount that the Recipient owes to His Majesty the King in right of Canada under legislation, this Agreement or any other agreement of any kind.

6.0 Recipient's obligations

6.1 Status of the recipient and project

6.1.1 The Recipient shall:

complete the Project in a diligent and timely manner, within the costs and deadlines specified in this Agreement and in accordance with the terms and conditions of this Agreement;
fulfill all of its obligations under this Agreement in a diligent, timely, and professional manner;
maintain the capacity to complete the Project on schedule;
disclose to Canada, 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;
declare to Canada any amounts it owes to His Majesty the King in right of Canada under any legislation or agreement;
use 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, when awarding contracts or hiring personnel for the Project;
not continue activities or incur expenses beyond the Project Completion Date;
be responsible for any expenses incurred that exceed the total amount of funding provided for Eligible Costs under this Agreement.
take all necessary actions to maintain itself in good standing, to preserve its legal capacity, and shall inform Canada without delay of any failure to do so;
provide notice to Canada of a proposed Change in Control at least 60 days prior to the proposed Change in Control;
not make any dividend payments or other shareholder distributions that would prevent the Recipient from completing the Project and making payments to Canada as required under this Agreement;
designate the Responsible Officer(s) for the Recipient and notify Canada of the name(s) of the Responsible Officer(s) and any change in Responsible Officer(s) using the Responsible Officer(s) Authorization Form. The Recipient shall provide to Canada a copy of any updated Responsible Officer(s) Authorization Form as soon as available; and
not pay, and not allow any part of Canada's Contribution to be paid to any Government of Canada department or agency.

6.2 Indemnification and limitation of liability

6.2.1 The Recipient shall indemnify and save harmless His Majesty the King in right of Canada, his Ministers, officers, servants, employees, agents, successors and assigns 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, voluntary workers, or anyone else in carrying out the Project, except that His Majesty the King in right of Canada shall not claim indemnification under this section to the extent that the injury, loss, or damage has been caused by His Majesty the King in right of Canada, his Ministers, officers, servants, employees, agents, successors or assigns.

6.2.2 His Majesty the King in right of Canada, his Ministers, officers, servants employees, agents, successors and assigns will 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, its employees, servants, officers, agents, voluntary workers, or anyone else, including any obligations arising from loans, capital leases, or other long-term obligations in relation to this Agreement.

6.3 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 Canada of any changes to such policies; and
promptly provide Canada a copy of any amended policies.

6.4 Information management, retention, accounting and access

6.4.1 The Recipient shall keep 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 seven (7) years from the date of expiration or termination of this Agreement, whichever is earliest, for the purpose of:

monitoring, auditing, and evaluating the activities described in Schedule A (Work Plan); and
verifying Eligible Costs with respect to funding provided from any source.

Upon the written request of Canada and without delay, the Recipient shall provide Canada with access and/or copies to any such records.

6.4.2 The Recipient shall establish and maintain accounting and reporting systems and procedures needed to administer this Agreement;

6.4.3 The Recipient shall implement separate accounting measures or establish a special purpose bank account that at all times accurately reflects:

all receipts of Canada's Contribution (including any interest earned);
all receipts of the Recipient's Contribution; and
all disbursements made for Eligible Costs.

6.4.4 The Recipient shall ensure access by Canada, at any time and during reasonable hours, to any of the Recipient's real property under the ownership or control of the Recipient and where the Project is being carried out, in order to monitor Project implementation. The Recipient shall provide to Canada all assistance and documentation as may be necessary for carrying out this monitoring function.

6.5 Capital assets

6.5.1 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 Canada and in accordance with such terms and conditions as may be imposed by Canada:

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

6.5.2 Upon expiration or early termination of this Agreement, the Recipient shall provide to Canada an inventory of the Capital Assets including an estimate of their Fair Market Value, and as directed by Canada, the Recipient shall:

retain ownership, possession and control of the Capital Assets acquired as part of the Project; or
sell the Capital Assets, or any part of them, at Fair Market Value; or
transfer the Capital Assets or any part of them to another person or organization designated or approved by Canada; or
dispose of the Capital Assets or any part of them in such other manner as may be determined by Canada.

6.5.3 If required by Canada, the Recipient shall share with Canada the residual Fair Market Value of the retained Capital Assets, or the proceeds of the sale, lease or any other disposition of the Capital Assets, in the same ratio as that of Canada's Contribution to the purchase of the Capital Assets by the Recipient, except that Canada's share shall not exceed Canada's Contribution.

6.6 Communications

6.6.1 Acknowledgement

The Recipient shall acknowledge Canada's Contribution in all of its Communications and in both official languages, and in a form determined by Canada.

6.6.2 Project Announcement

The Recipient shall notify Canada at least 5 business days in advance of any announcement or news conference informing the public of Canada's Contribution to facilitate the possible attendance of government representatives. At Canada's discretion, news releases, or other forms of public announcement on broadcast or digital platforms, will be jointly issued by the Parties.

6.6.3 Project Communications

The Recipient shall cooperate with Canada in the planning, development and distribution of all Communications and shall not release or disseminate any Communications without Canada's approval.

6.6.4 Notice to Canada

The Recipient shall notify Canada at least 48 hours in advance of any announcement of material events or changes that must be publicly disclosed pursuant to applicable legislation.

6.7 Financial reports

6.7.1 General requirements for the submission of all financial reports

All financial reports submitted to Canada may include:
1. claims for reimbursement from Canada of Eligible Costs, including claims for deposits or instalments made in accordance with Schedule B (Project Budget);
2. Eligible Costs reported by the Recipient as part of the Recipient's Contribution;
3. requests for advance payments (if applicable);
4. all expended and unexpended advance payments where advances have been made; and
5. a report of any interest earned on Canada's Contribution and any income, proceeds or revenue generated in relation to the Project or received by the Recipient as a result of Canada's Contribution.
All financial reports submitted to Canada must be certified by the Responsible Officer as complete, accurate and in compliance with the Agreement.
Claims for reimbursement from Canada of Eligible Costs in all financial reports must:
1. be net of any advance payment and reimbursement already made to the Recipient (if applicable);
2. not exceed the remaining allocation of Canada's Contribution for the Fiscal Year to which the financial report relates, as set out in Schedule B (Project Budget).
Upon request by Canada, the Recipient shall provide supporting documentation for any information contained in a financial report.

6.7.2 Interim Financial Reports

In addition to the general requirements set out under subsection 6.7.1, the Recipient shall submit [monthly/quarterly/semi-annual/annual] interim financial reports to Canada. Canada may adjust the frequency of interim financial reporting during the term of this Agreement based on the then-current Level of Risk, but the frequency shall not exceed a monthly basis. Canada shall provide the Recipient with 60 days written notice of the change in reporting frequency.
In addition to subsection 6.7.1 (c), claims for reimbursement from Canada in interim financial reports must be for Eligible Costs, as described in Schedule B (Project Budget), that are incurred in the period to which the interim financial report relates.

6.7.3 Year-end Financial Reports

In addition to the general requirements set out under subsection 6.7.1, for each Fiscal Year, the Recipient shall submit a year-end financial report to Canada no later than 180 days following the end of the Fiscal Year to which the year-end financial report relates.
In addition to subsection 6.7.1 (c), subject to the exercise of Canada's discretion as set out in subsection 6.8.1, claims for reimbursement from Canada of Eligible Costs must not exceed the amount of the year-end forecast anticipated to be claimed as set out in the year-end forecast submitted in accordance with subsection 5.1.3 (b), less any unexpended advance payment.
Claims for reimbursement from Canada in year-End financial reports must be for Eligible Costs that are incurred in accordance with Schedule B (Project Budget) and are paid in full by the Recipient at the time the year-end financial report for that Fiscal Year is submitted, in accordance with section 6.7.3 (a).
If the Recipient submits a year-end financial report after 180 days from the end of the Fiscal Year to which the year-end financial report relates, any claim for reimbursement from Canada of Eligible Costs or Eligible Costs reported by the Recipient as part of the Recipient's Contribution in that year-end financial report will be deemed ineligible.

6.7.4 Final Financial Report and Certification

In addition to the general requirements set out under subsection 6.7.1, the Recipient shall submit a final financial report to Canada no later than 180 days following the Project Completion Date, Agreement End Date or early termination of this Agreement, whichever is earliest.
In addition to subsection 6.7.1 (c), claims for reimbursement from Canada of Eligible Costs in the final financial report must:
1. include Eligible Costs that are:
  1. incurred by the Recipient in accordance with Schedule B (Project Budget) and in the period to which the final financial report relates; and
  2. paid by the Recipient no later than 180 days following the Project Completion Date, Agreement End Date or early termination of this Agreement, whichever is earliest;
2. subject to the exercise of Canada's discretion as set out in subsection 6.8.1, not exceed the amount of the year-end forecast anticipated to be claimed as set out in the year-end forecast submitted in accordance with subsection 5.1.3 (b), less any unexpended advance payment.
Any Eligible Cost reported in a final financial report submitted after 180 days following the Project Completion Date, Agreement End Date or early termination of this Agreement, whichever is earliest, will not be eligible for reimbursement by Canada or for inclusion in the Recipient's Contribution.
The Recipient shall submit a final financial report certification to Canada no later than 180 days following the Project Completion Date, Agreement End Date or early termination of this Agreement, whichever is earliest that confirms that the final financial report has been submitted for the Project, and that no additional claims will be made for reimbursement from Canada of Eligible Costs or for amounts to be included in the Recipient's Contribution. Canada will provide the Recipient with the forms to be completed for the final financial report certification.

6.7.5 Upon review of a financial report and supporting documentation (if applicable), Canada will inform the Recipient of its full or partial approval of the financial report, and if applicable, will make a payment to the Recipient, subject to the terms and conditions of this Agreement.

6.8 Financial management

6.8.1 Year-end Forecast

The Recipient shall submit a year-end forecast relating to each Fiscal Year to Canada, certified by a Responsible Officer, by no later than April 4th of the year following that Fiscal Year. The year-end forecast must set out the remainder of unexpended advance payments, and/or amounts anticipated to be claimed for reimbursement from Canada of Eligible Costs incurred in that Fiscal Year and that are to be paid by the Recipient within 180 days of the end of that Fiscal Year, as set out in the year-end financial report section of this Agreement. Amounts anticipated to be claimed must be net of any unexpended advance payment and outstanding overpayments.

6.8.2 Financial Statements

[Repayable Contribution Agreement with no conditions]

Where an audit and/or review engagement of the Recipient's financial statements is prepared in the normal course of the Recipient's business, Canada may at any time request that a copy of any audited or review engagement financial statements, audit or review reports, notices to reader, and/or management letters be submitted to Canada by the Recipient. The Recipient shall submit any such copies no later than 30 days after receiving the request and shall provide these documents in a format that adheres to the Canadian standards of Generally Accepted Accounting Principles or the International Financial Reporting Standards.

[Repayable Contribution Agreement with conditions]

The Recipient shall provide Canada with a copy of the Recipient's audited financial statements and/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 Canada's Contribution has been fully repaid. These documents must include the Recipient's Gross Business Revenues and be provided in a format that adheres to the Canadian standards of Generally Accepted Accounting Principles or the International Financial Reporting Standards.

6.9 Ad hoc and special reports

Canada may at any time request that 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 be submitted to Canada by the Recipient. The Recipient shall submit any such reports, certified by a Responsible Officer, no later than 30 days after receiving the request.

6.10 Proceeds or income

Any interest earned on Canada's Contribution and any income, proceeds or revenue generated in relation to the Project or received by the Recipient as a result of Canada's Contribution may, at Canada's discretion, be applied to reduce Canada's Contribution under this Agreement or alternatively may be treated as an Overpayment.

6.11 Progress and performance reporting

6.11.1 Work Plan progress reports describe the progress and status of all activities set out in Schedule A (Work Plan) and explain any deviation from these, if applicable. The Recipient shall submit [monthly/quarterly/semi-annual/annual] Work Plan progress reports to Canada, in a form provided by Canada, and certified by a Responsible Officer. Canada may adjust the frequency of Work Plan progress reporting during the term of this Agreement based on the then-current Level of Risk, but the frequency shall not exceed a monthly basis. Canada shall provide the Recipient with 60 days written notice of the change in reporting frequency.

6.11.2 Performance reports describe the activities set out in Schedule A (Work Plan) that have been completed, and the Recipient's progress towards Project outcome(s), using the performance indicators set out in Schedule A (Work Plan). The Recipient shall submit [monthly/quarterly/semi-annual/annual] performance reports to Canada, in a form provided by Canada, and certified by a Responsible Officer. Canada may adjust the frequency of performance reporting during the term of this Agreement based on the then-current Level of Risk, but the frequency shall not exceed a monthly basis. Canada shall provide the Recipient with 60 days written notice of the change in reporting frequency.

The Recipient shall submit a final performance report to Canada no later than 180 days following the Project Completion Date, Agreement End Date or early termination date of this Agreement, whichever is earliest.

6.12 Repayment of Canada's contribution

[Repayable Contribution Agreement with no conditions]

The Recipient shall repay Canada's Contribution to Canada in equal monthly payments commencing on the Repayment Start Date, and coming due monthly on that date, such that Canada's Contribution is fully repaid by the Repayment End Date.

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

Interest will be charged on any overdue amounts in accordance with the Interest and Administrative Charges Regulations (SOR/96-188), calculated from the day following the date on which any monthly payment comes due and is not paid. Any such interest will also constitute a debt due to His Majesty the King in right of Canada.

[Repayable Contribution Agreement with conditions]

6.12.1 Canada's Contribution shall be conditionally repayable by the Recipient based on the Recipient's Gross Business Revenue as shown in the Recipient's audited financial statements or review engagement statements required pursuant to subsection 6.8.2.

6.12.2 In the event that the Recipient merges with another corporation, Canada's Contribution shall be conditionally repayable by the Recipient based on the Gross Business Revenue of the newly merged company.

In the event that the Recipient is acquired by another corporation, Canada's Contribution shall be conditionally repayable by the Recipient based on the Gross Business Revenue of that acquiring company.

The Recipient shall seek and obtain Canada's written consent before a transfer or sale of its assets that does not result in a Change in Control - if the transfer or sale can negatively impact the Recipient's ability to repay Canada's Contribution. The Recipient shall request Canada's written consent no later than 30 days prior to the date of the proposed transfer or sale of assets.

6.12.3 Repayment of Canada's Contribution shall be made in equal monthly payments from the Repayment Start Date to the Repayment End Date.

6.12.4 If the Recipient's previous fiscal year Gross Business Revenue is below Canada's Contribution, the scheduled repayments for the current Repayment Year are forgiven and are no longer considered repayable to Canada, provided that the Recipient is in compliance with the terms and conditions of this Agreement.

6.12.5 The Recipient shall not change the Recipient's fiscal year end without the prior notification of Canada. The Recipient shall notify Canada no later than 30 days prior to the Recipient's new fiscal year end.

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

7.0 Audit and evaluation

7.1 Recipient audit

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

7.2 Non-compliance

7.2.1 Without prejudice to Canada'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
the Recipient fails to provide the necessary cooperation or assistance to conduct an audit,
1. the Recipient shall develop and submit to Canada a plan of corrective action within 30 days of receiving notice of the non-compliance. Such a plan must:
  1. include detailed procedures to enact corrective measures acceptable to Canada;
  2. include a timeline for resolution acceptable to Canada; and
  3. be accompanied by a written undertaking on the part of the Recipient to implement the plan.

7.2.2 Upon request by Canada, the Recipient shall provide additional information as required by Canada.

7.3 Program evaluation

Canada 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 Canada relative to any such evaluation. Canada shall pay the costs of evaluations undertaken pursuant to this section.

7.4 Auditor General of Canada

The Recipient acknowledges that, pursuant to section 7.1 (Annual and additional reports to the House of Commons) of the Auditor General Act (R.S.C., 1985, c. A-17), 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 Canada. The results may be reported to Parliament in a report of the Auditor General.

8.0 Recipient representations and warranties

The Recipient represents and warrants to Canada that:

all statements made in its application to the Program for funding from Canada for this Project are accurate and complete;
all Project activities undertaken prior to the Effective Date were in full compliance with all applicable laws, including but not limited to, statutes, regulations, by-laws, rules, ordinances and decrees;
no individual who is subject to the provisions of the Conflict of Interest Act (S.C. 2006, c. 9, s. 2), the Conflict of Interest Code for Members of the House of Commons, the Conflict of Interest Code for Senators, 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, will derive any direct benefit resulting from this Agreement unless the provision or receipt of such benefit is in compliance with such legislation and codes;
it and any person lobbying on its behalf to obtain Canada's Contribution has been, is, and will continue to remain in compliance with the Lobbying Act (R.S.C., 1985, c. 44 [4th Supp.]);
all information submitted to Canada under this Agreement is true, accurate, and was prepared in good faith to the best of its ability, skill, and judgment; and
it has the authority and capacity necessary to enter into this Agreement and its representatives have the authority to enter into this Agreement on its behalf.

9.0 Default and remedies

9.1 Default

9.1.1 Canada may declare a default under this Agreement if any of the following events occur:

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;
a Change in Control has occurred without prior notice to Canada;
the Recipient has submitted false or misleading material information to Canada or has made a false or misleading material 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 Canada's satisfaction;
pursuant to a review of any report received from the Recipient, Canada concludes that a material discrepancy exists between the project revenue (funding) and project expenditures (costs) incurred by the Recipient or by other project supporters to date, the cash contributions realized to date, the other sources of funding obtained to date, and the corresponding forecast amounts set out in Schedule B (Project 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);
the Recipient fails to perform or comply with any term, condition, or other obligation contained in this Agreement for which it has responsibility; or
the Recipient fails to develop a plan of corrective action, acceptable to Canada, 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.

9.2 Remedies

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

Where Canada determines that the Recipient's default is capable of cure and that a delay for these purposes is appropriate, Canada 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 Canada with proof of the cure within that delay;
If the Recipient fails to cure the default and provide Canada with proof of cure within the specified period, Canada may give the Recipient written notice of termination of this Agreement, and require the Recipient to reimburse all or part of Canada's Contribution disbursed, with interest, calculated in accordance with the Interest and Administration Charges Regulations (SOR/96-188), from the date of demand for reimbursement, and also to exercise any other remedy provided by law that Canada deems appropriate;
Suspend the payment of any amount in respect of Canada's Contribution, regardless of whether the amount is owing prior to or after the date of such suspension; or
Where Canada determines that the Recipient default is incurable, Canada may 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 Canada deems appropriate, including requiring the Recipient to reimburse all or part of Canada's Contribution disbursed, with interest, calculated in accordance with the Interest and Administration Charges Regulations (SOR/96-188), from the date of demand for reimbursement.

9.2.2 Notwithstanding this section of the Agreement, the occurrence of any of the events of default listed in subsections 9.1.1(a) or 9.1.1(b) will automatically trigger a default under this Agreement, without any further notice to the Recipient.

10.0 General provisions

10.1 Public disclosure

10.1.1 This Agreement and all information provided in relation to this Agreement is subject to the Access to Information Act (R.S.C., 1985, c. A-1), the Privacy Act (R.S.C., 1985, c. P-21), and other applicable laws.

10.1.2 Without limiting any right, obligation or capacity of Canada to disclose information, Canada may publicly disclose the name and address of the Recipient, the amount of Canada's Contribution, the nature of the activities for which Canada's Contribution is provided, and any information relating to the Contribution.

10.2 Intellectual property

10.2.1 All intellectual property that arises out of or under this Agreement will be owned by the Recipient or a third party as may be set out in an agreement between the Recipient and such third party.

10.2.2 The Recipient hereby grants to Canada a non-exclusive, royalty-free, fully paid, perpetual, worldwide, and irrevocable licence to exercise all intellectual property rights for any Crown purpose with respect to all activity reports and records, financial reports and records, and evaluation reports and records and other records or communications related to the administration of this Agreement that are delivered by the Recipient to Canada under this Agreement.

10.2.3 The Recipient shall secure all necessary rights to give effect to the licence granted under this Agreement.

10.3 Duty to consult

10.3.1 The Parties are satisfied that any legal duty to consult with Indigenous groups affected by the Project, and where appropriate, to accommodate Indigenous groups' concerns has been met and continues to be met. If as a result of changes to the nature or scope of the Project Canada determines that a legal duty to consult is triggered, 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:

Canada will withhold any payment of Canada's Contribution toward Eligible Costs until Canada is satisfied that any legal duty to consult with, and where appropriate, to accommodate Indigenous groups has been met and continues to be met;
if, as a result of such changes to the Project, 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 Indigenous groups, is met and continues to be met to Canada's satisfaction; and
it will consult with Indigenous groups that might be affected by the changes to the Project, explain the Project to them, including Canada's role, and will provide a report to Canada, which will include:
1. a list of all Indigenous groups contacted;
2. a summary of all communications to date with the Indigenous groups, indicating which groups support or object to the Project, and whether their positions are final, preliminary or conditional in nature;
3. a summary of any issues or concerns that the Indigenous groups have raised and an indication of how the Recipient has addressed or proposes to address those issues or concerns; and
4. any other information Canada may deem appropriate.

10.4 Environmental assessments

10.4.1 The Recipient represents and warrants that the Project is not a "designated project" or a "project" under the applicable environmental and impact assessment legislation.

10.4.2 If as a result of changes to the Project or otherwise, an environmental or impact assessment or a subsequent determination is required for the Project, Canada and the Recipient agree that Canada's obligations under this Agreement will be suspended from the moment that Canada informs the Recipient, until the following are met or continue to be met:

where the Project is a "designated project" under the applicable environmental or impact assessment legislation,
1. a decision pursuant to that legislation is made indicating that no environmental or impact assessment is required for the Project; or
2. a decision statement in respect of the Project is issued to the Recipient indicating that:
  1. the Project is not likely to cause significant adverse environmental effects;
  2. the Project is likely to cause significant adverse environmental effects that the Governor in Council decides are justified in the circumstances, which decision statement may contain conditions in respect of the Project; or
  3. the adverse effects with respect to the impact assessment of the Project is in the public interest,
where the Project is a "project" under the applicable environmental or impact assessment legislation and a determination is made pursuant to that legislation stating that the carrying out of the Project:
1. is not likely to cause significant adverse environmental effects; or
2. is likely to cause significant adverse environmental effects and the Governor in Council decides that those effects are justified in the circumstances, and
the requirements under any applicable agreements between Canada and Indigenous groups.

10.5 Relationship of the parties

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

10.6 No obligations to third parties

His Majesty, his agents, employees and servants will not be held liable in the event the Recipient enters into a loan, a capital or operating lease or other long-term obligation in relation to the Project for which the Contribution is provided.

10.7 Official languages

The Recipient shall, when Canada determines this is required under the Official Languages Act (R.S.C., 1985, c. 31 [4th Supp.]), ensure the Project activities and outputs as identified in Schedule A (Work Plan) are available in both official languages.

10.8 Language of agreement

This Agreement is drafted in English at the request of the Parties. Les Parties ont convenu que la présente entente soit rédigée en anglais.

10.9 Waiver

Canada may waive any condition to Canada'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 Canada in any way from later exercising the same or any other right, power, or remedy under this Agreement.

10.10 Extensions of time

Canada may, at Canada's sole discretion, extend the time within which the Recipient must do anything required under this Agreement where the Recipient submits a written request that is received by Canada no later than 60 days prior to the date that the Recipient was required to do such thing.

10.11 Compliance with laws

The Recipient shall comply with all federal, provincial, territorial, municipal and other applicable laws governing the Recipient and the Project, including but not limited to, statutes, regulations, by-laws, rules, ordinances and decrees.

10.12 Governing law

This Agreement will 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/Territory]. The Parties attorn to the jurisdiction of the Courts of [Province/Territory] and all courts competent to hear appeals from the Courts of [Province/Territory].

10.13 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 or arbitration 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. Pending resolution, all payments and other obligations related to the issue in dispute will be suspended.

10.14 Notices

10.14.1 Any notice, information or document provided for under this Agreement may be delivered or sent by any pre-paid method, including regular or registered mail, courier, facsimile or email. Notice will be considered as received upon delivery by the courier or one (1) business day after being sent by facsimile or email, or five (5) business days after mailing provided that no message indicating that the notice was undeliverable is received. A Party may change its address below by notifying the other Party in writing.

For Canada:

Director
[Program Name]
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@agr.gc.ca

For the Recipient:

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

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

10.15 Transfer and assignment

The Recipient will not transfer or assign this Agreement or any part thereof, or its rights, duties or obligations under this Agreement, without the prior written consent of Canada and without a written irrevocable undertaking, representation and warranty from the transferee or assignee, as the case may be, in which the transferee or assignee agrees to comply with all terms and conditions of this Agreement. Any attempt by the Recipient to transfer or assign any part of this Agreement, or the rights, duties or obligations of this Agreement, without Canada's express written consent is void.

10.16 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 Canada to the Recipient except as expressly set out in this Agreement.

10.17 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 will not affect the remaining terms or provisions of this Agreement.

10.18 Headings

The headings used in this Agreement are inserted solely for convenience of reference, do not form part of this Agreement, and are not to be used as an aid in the interpretation of this Agreement.

10.19 Binding effect

This Agreement is binding on the Parties and their respective successors and permitted assigns.

10.20 Survival

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

Recipient's Contribution
Advance Payments
Holdbacks
Overpayments
Right to Set-Off
Indemnification and Limitation of Liability
Information Management, Retention, Accounting and Access
Financial Reports
Ad Hoc and Special Reports
Proceeds or Income
Progress and Performance Reporting
Audit and Evaluation
Public Disclosure
Repayment of Canada's Contribution
Intellectual Property

10.21 Amending the agreement

This Agreement may only be amended before its expiry or termination, in writing, by mutual consent of the Parties.

10.22 Counterparts

This Agreement may be signed in counterparts, each of which constitutes an original, and such counterparts taken together will 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 to this Agreement, with such scanned and electronic signatures having the same legal effect as original signatures.