Guidelines for submitting proposals

1. Terms and conditions

  • 1.1 Proponents must:
    • 1.1.1 be a registered corporate or be a registered corporate body or be a registered corporate entity;
    • 1.1.2 be in good standing under any existing contractual relations with His Majesty in Right of Canada ("Agriculture and Agri-Food Canada (AAFC)") and there are no outstanding judicial proceedings between AAFC and the proponent;
    • 1.1.3 satisfy all requirements of the seed trade and the Canada Seeds Act;
    • 1.1.4 be financially sound and not taking action under any debtor protection statutes;
    • 1.1.5 be authorized to carry on business in Canada or in a province or territory of Canada; and
    • 1.1.6 be in compliance with the Lobbying Act (1985, c. 44(4th Supp.)).
  • 1.2 Proponents must submit their proposal using the Proposal Submission Form provided in these Guidelines as Appendix B, and a separate proposal must be submitted for each variety.
  • 1.3 Proponents are solely responsible for any and all costs incurred in the preparation of the proposal including without limitation any applicable financing costs.
  • 1.4 Proponents must have a proven track record in the manufacture and production of pedigreed seed or else provide AAFC with financial security.
  • 1.5 Proponents may be asked to provide the most recent annual report or audited financial statement to demonstrate their ability to fulfill the proposal.
  • 1.6 Proponents must be willing to pay AAFC commercially reasonable consideration in any appropriate manner.
  • 1.7 Proponents must be willing to pay all intellectual property protection costs including, but not limited to, Variety Registration and Plant Breeders' Rights.
  • 1.8 Proponents must be willing to keep their proposals valid and open for acceptance, or for further negotiation, for one (1) year following the closing date.
  • 1.9 Proponents seeking clarification regarding the Request for Proposals (“RFP”) process will address all queries in writing to:

    Stephen Capelle
    Commercialization Officer
    Agriculture and Agri-Food Canada
    500-303 Main Street
    Winnipeg, Manitoba R3C 3G7
    Email: stephen.capelle@agr.gc.ca

  • 1.10 Responses to general inquiries will be made available to all proponents, unless such publications would reveal proprietary information.
  • 1.11 Proponents that attempt to obtain information regarding any aspect of the RFP process or the varieties during the solicitation period through any AAFC contacts other than the parties identified in paragraph 1.9 may be disqualified (for that reason alone).
  • 1.12 This RFP is not an invitation for bids or otherwise a tender.
    • 1.12.1 AAFC reserves the right subsequent to closing to negotiate any or all aspects of any proposal.
    • 1.12.2 AAFC shall be under no obligation to offer any amendments or modifications sought from one proponent to any or all of the other proponents.
  • 1.13 AAFC reserves the right to reject any or all proposals.
  • 1.14 All proposals will be treated as confidential business information under the Access to Information Act. AAFC will not disclose any commercially confidential information unless:
    • authorized by the applicant;
    • required by law to be released; or
    • required by the Minister of Agriculture and Agri-Food Canada to be released to an international or internal trade panel for purposes of the conduct of a dispute in which Canada is a party or a third party intervener.
  • 1.15 AAFC reserves the unfettered right to waive any irregularities in any proposal or allow a party to cure a defect after closing.
  • 1.16 Proposals shall be kept confidential but the successful proponent for each variety shall be disclosed to all proponents within twenty (20) business days of the RFP closing date.
  • 1.17 AAFC reserves the unfettered right to consider any proposal that does not explicitly meet all of the conditions described above.

2. The license

  • 2.1 The Sample License Agreement (herein referred to as the “License”) that is made available at the time of the RFP forms an integral part of the RFP process and represents the agreement a successful proponent can expect to execute. While the license is being negotiated the successful proponent may also be required to execute a material transfer agreement to access breeder seed and a letter of agreement stating the proponents intent to execute the License.
  • 2.2 Proponents must be willing to execute the License with minimum amendments or modifications other than those absolutely necessary to give effect to the essential elements of its successful proposal within thirty (30) days of being notified of the acceptance of its proposal or modified proposal. Failure to do so entitles AAFC to terminate negotiations and commence new negotiations with the proponent which had the next best proposal. AAFC is under no obligation whatsoever to accept any or all the proposals from the defaulting proponent for any other varieties under this RFP.
    • 2.2.1 For greater clarity the following provisions of the license are non-negotiable except for grammatical reasons: Clauses 4 (Exploitation of the Variety), 8 (Disclaimer), 9 (Corporate Representation & Warranties), 10 (Indemnity, Insurance, Liability, Allocation & Caps), 12 (Termination), and 13 (Intent and Interpretation).
    • 2.2.2 For greater clarity the following provisions may be amended to reflect the core of the successful proposal, but may not be amended to shift or dilute risk or otherwise prejudice the position of AAFC: clauses 3 (Term), 5 (Costs & Royalties), and 7 (Variety - Seed Supply).
  • 2.3 The License is personal (no assignment can be made without written consent of AAFC) and must be executed by the successful proponent. AAFC will not accept any nominees, subsidiaries, affiliates, or holding companies instead of the successful proponent.
  • 2.4 If it appears to AAFC that the implementation schedule of start date will be adversely affected because timely execution of the License will not take place as a result of non-acceptance of AAFC's terms, or due to the need for extensive legal review to assess suggested terms and compromises, AAFC reserves the right to grant the License to the proponent with the next most qualified or next best rated proposal, or alternatively to otherwise terminate the process.
  • 2.5 The proponents proposal and any supplements and negotiated amendments to the proposal may be incorporated into the License. The proponent shall not include any terms in the proposal that it is not prepared to include in the License.

3. Proposal format and submission

  • 3.1 Proponents must submit their proposal using the Proposal Submission Form provided in these Guidelines as Appendix B.
  • 3.2 Proposals must be received at the address stated below by no later than the closing time and date of 12:00 pm CST on Wednesday, March 27, 2024.
  • Electronic copies that are password protected will be accepted at the email address shown below. Password should be provided in a separate email.
  • 3.3 Each proposal must be:
    • 3.3.1 typewritten in a primary font no smaller than 10 point;
    • 3.3.2 signed by person(s) authorized by the company they represent, with name and title printed below signature; and
    • 3.3.3 submitted to:

      Stephen Capelle
      Commercialization Officer
      Agriculture and Agri-Food Canada
      500-303 Main Street
      Winnipeg, Manitoba R3C 3G7
      Email: stephen.capelle@agr.gc.ca

4. Company profile

  • 4.1 The proponent's history and experience in commercializing pedigreed seed will be evaluated. This element of the proposal comprises 10% of the evaluation criteria. At minimum the proposal must include:
    • 4.1.1 a record of performance in marketing varieties of the same crop type, including other AAFC varieties licensed by the proponent;
    • 4.1.2 a list of seed growers producing seed either for the proponent or on which the proponent collects a royalty, the distribution system for getting the seed to growers;
    • 4.1.3 a specimen agreement between proponent and seed grower;
    • 4.1.4 the measures to be taken to protect the variety from unlicensed sale and distribution; and
    • 4.1.5 the disposal of unused seed stocks.

5. Marketing and production strategy

  • 5.1 The proponent's marketing approach and ability to produce and distribute the variety will be evaluated. This element of the proposal comprises 35% of the evaluation criteria.

    The proponent must have the ability to produce, control and distribute seed. At minimum the proposal must include:

    • 5.1.1 market promotion and advertising plans (radio, website, field signs, seed catalogues, newsprint);
    • 5.1.2 fit within product portfolio, including any competitive product lines;
    • 5.1.3 plans for obtaining protection for the variety including but not limited to, Plant Breeders Rights in Canada and protection rights in the United States of America;
    • 5.1.4 the projected sales area;
    • 5.1.5 creativity of the marketing plan;
    • 5.1.6 the plans for performing seed increases including, but not limited to, the use of winter nurseries;
    • 5.1.7 schedule and method of distribution of seed to producers including projected area of planting and seed volumes;
    • 5.1.8 plans to sub-license, clearly identifying the parties and the nature of their involvement;
    • 5.1.9 ensure sales of the variety are not tied to production and input contracts; and
    • 5.1.10 any other details that reveal a deliberate, diligent and extensive marketing, sale and distribution of the variety, in sufficient detail to allow AAFC to assess the marketing and production strategy.
  • 5.2 The goal of the AAFC policy on Field Crop Germplasm (which includes the varieties on offer in the RFP) is to achieve a profitable and innovative agriculture, agri-food and agri-based products industry that seizes opportunities in responding to market demands and contributes to the health and well-being of Canadians. According to the policy, AAFC shall manage access to its varieties to ensure that it is done in the Best Interest of Canada. In determining the “Best Interest of Canada”, AAFC considerations will include:
    • 5.2.1 ensuring that the Canadian seed value chain has access to the best varieties in order to satisfy market needs in Canada and abroad;
    • 5.2.2 making decisions to support variety needs of the Canadian farming industry with a range of varieties offered at competitive prices; and
    • 5.2.3 ensuring a competitive advantage for Canadian growers and Canadian grain exporters which means that, where possible, AAFC will license varieties in Canada for a minimum of three (3) years before licensing in other countries.

  • 5.3 Midge Tolerant Wheat Stewardship

    Proponents submitting proposals for midge tolerant wheat varieties should be aware of the following:

    • 5.3.1 If a genetic single nucleotide polymorphisms (snp) marker has not yet been identified for the specific midge tolerant wheat line and the corresponding refuge line at the time of registration, the successful candidate assumes all costs for the research involved in finding a suitable marker;
    • 5.3.2 In cases where the refuge line is not paired to the license of the midge tolerant wheat variety, it is the responsibility of the successful candidate to secure the licensed rights and seed supply of the appropriate refuge variety;
    • 5.3.3 Proponents understand that modifications to variety names may be permitted for advertising purposes only. The name of the tolerant variety may be used alone (without the name of the susceptible variety in the blend) provided that it is followed by the designation "VB" (Varietal Blend), in order to be in compliance with the Canadian Food Inspection Agency's "Proposed Amendments to the Seeds Regulations"; and
    • 5.3.4 The royalty consideration proposed as part of the proponent’s financial offer shall be based on the sale of pedigreed seed of the Varietal Blend, and not on the variety alone.

6. Financial offer

  • 6.1 The proponent's financial offer will be evaluated to take into consideration the up-front payment upon execution, the ongoing royalty rate, and any other defined payments. This element of the proposal comprises 35% of the evaluation criteria.
  • 6.2 Each proposal shall identify a financial offer, which may include any of the following:
    • 6.2.1 payment of entry fees for Provincial Variety Trials;
    • 6.2.2 payment of any proposed execution royalty or initial payment;
    • 6.2.3 payment of a royalty (may be based on a flat rate, stepped or bonus basis calculated as a percentage against the sale of pedigreed seed or on a per tonne basis;
    • 6.2.4 amount of any guaranteed, staggered, or minimum payments; or
    • 6.2.5 payment of any other amounts or structures than ensure a firm income stream to AAFC, including a percentage of consideration received from sub-licensees.

Note: Proponents are advised that GST/HST and QST (in Quebec) must be applied to payment of any consideration proposed under 6.2.2, 6.2.3, 6.2.4 and 6.2.5, and identified as such in the financial offer section of the proposal.

7. Investment

  • 7.1 The proponent's history of investment will be evaluated. This element of the proposal comprises 20% of the evaluation criteria.
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