Schedule 2 – Standard Terms and Conditions

Article 1 – Interpretation

1.01      Defined Terms

Article 2 – General Provisions

2.01      No Indemnities from the CAA
2.02      Entire Contract
2.03      Severability
2.04      Failure to Enforce Not a Waiver
2.05      Changes by Written Amendment Only
2.06      Force Majeure
2.07      Notices by Prescribed Means
2.08      Governing Law

Article 3 – Nature of Relationship Between CAA and Supplier

3.01       Supplier’s Power to Contract
3.02      Representatives May Bind the Parties
3.03      Supplier Not a Partner, Agent, or Employee
3.04      Non-Exclusive Contract, Work Volumes
3.05      Responsibility of Supplier
3.06      No Subcontracting or Assignment
3.07      Duty to Disclose Change of Control
3.08      Conflict of Interest
3.09      Contract Binding

Article 4 – Performance by Supplier

4.01      Commencement of Performance
4.02      Deliverables Warranty
4.03      Health and Safety
4.04      Shipment of Goods
4.05      Use and Access Restrictions
4.06      Notification by Supplier of Discrepancies
4.07      Change Requests
4.08      Pricing for Requested Changes
4.09     Performance by Specified Individuals Only
4.10      Time
4.11     Rights and Remedies Not Limited to Contract

Article 5 – Payment for Performance and Audit

5.01      Payment According to Contract Rates
5.02      Hold Back or Set Off
5.03      No Expenses or Additional Charges
5.04      Payment of Taxes and Duties
5.05      Withholding Tax
5.06      Interest on Late Payment
5.07      Document Retention and Audit

Article 6 – Confidentiality

6.01     Confidentiality and Promotion Restrictions
6.02      CAA Confidential Information
6.03      Restrictions on Copying
6.04      Notice of Breach
6.05      Injunctive and Other Relief
6.06      Notice and Protective Order
6.07      Records and Legislative Compliance
6.08      Survival

Article 7 – Intellectual Property

7.01      CAA Intellectual Property
7.02      No Use of CAA Insignia
7.03      Ownership of Intellectual Property
7.04      Supplier’s Grant of License
7.05      No Restrictive Material in Deliverables
7.06      Third-Party Intellectual Property
7.07      Survival

Article 8 – Indemnity and Insurance

8.01      Supplier Indemnity
8.02      Insurance
8.03      Proof of Insurance
8.04      Workplace Safety and Insurance

Article 9 – Termination, Expiry, and Extension

9.01      Immediate Termination of Contract
9.02     Dispute Resolution by Rectification Notice
9.03      Termination on Notice
9.04      Supplier’s Obligations Upon Termination
9.05      Supplier’s Payment Upon Termination
9.06      Termination in Addition to Other Rights
9.07      Expiry and Extension of Contract
9.08      Evaluation of Performance

ARTICLE 1 – INTERPRETATION

1.01      Defined Terms

When used in the Contract, the following words or expressions have the following meanings:

“Authority” means any government authority, agency, body, or department, whether federal, provincial, or municipal, having or claiming jurisdiction over the Contract; and “Authorities” means all such authorities, agencies, bodies, and departments;

"Business Day" means any working day, Monday to Friday inclusive, but excluding statutory holidays and other days on which the CAA has elected to be closed for business;

“CAA Confidential Information” means all information of the CAA that is of a confidential nature, including all confidential information in the custody or control of the CAA, regardless of whether it is identified as confidential or not, and whether recorded or not, and however fixed, stored, expressed, or embodied, which comes into the knowledge, possession, or control of the Supplier in connection with the Contract. For greater certainty, CAA Confidential Information shall: (a) include: (i) all new information derived at any time from any such information whether created by the CAA, the Supplier, or any third party; (ii) all information (including Personal Information) that the CAA is obliged, or has the discretion, not to disclose under provincial or federal legislation or otherwise at law; but (b) not include information that: (i) is or becomes generally available to the public without fault or breach on the part of the Supplier of any duty of confidentiality owed by the Supplier to the CAA or to any third party; (ii) the Supplier can demonstrate to have been rightfully obtained by the Supplier, without any obligation of confidence, from a third party who had the right to transfer or disclose it to the Supplier free of any obligation of confidence; (iii) the Supplier can demonstrate to have been rightfully known to or in the possession of the Supplier at the time of disclosure, free of any obligation of confidence when disclosed; or (iv) is independently developed by the Supplier; but the exclusions in this subparagraph shall in no way limit the meaning of Personal Information or the obligations attaching thereto under the Contract or at law;

“CAA Representative” is as set out in Schedule 1 (Schedule of Deliverables, Rates, and Specific Provisions);

“Conflict of Interest” includes, but is not limited to, any situation or circumstance where: (a) in relation to the procurement process, the Supplier had an unfair advantage or engaged in conduct, directly or indirectly, that may have given it an unfair advantage, including, but not limited to: (i) having access to information that is confidential to the CAA and not available to other bidders, proponents, or Proponents; (ii) communicating with any person with a view to influencing preferred treatment in the procurement process; or (iii) engaging in conduct that compromises or could be seen to compromise the integrity of the open and competitive procurement process; or (b) in relation to the performance of the Contract, the Supplier’s other commitments, relationships, or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased, and impartial exercise of its independent judgment; or (ii) could or could be seen to compromise, impair, or be incompatible with the effective performance of its contractual obligations;

“Deliverables” means everything developed for or provided to the CAA in the course of performing under the Contract or agreed to be provided to the CAA under the Contract by the Supplier or its directors, officers, employees, agents, partners, affiliates, volunteers, or subcontractors, as further defined, but not limited by, Schedule 1, including, but not limited to, any goods or services or any and all Intellectual Property and any and all concepts, techniques, ideas, information, Documentation, and other materials, however recorded, developed, or provided;

“Effective Date” is as set out in Schedule 1 (Schedule of Deliverables, Rates, and Specific Provisions);

“Expiry Date” is as set out in Schedule 1 (Schedule of Deliverables, Rates, and Specific Provisions);

“Indemnified Parties” means the CAA and the CAA’s officials, directors, officers, agents, employees, and volunteers;

“Industry Standards” include, but are not limited to (a) the provision of any and all labor, supplies, equipment, and other goods or services that are necessary and can reasonably be understood or inferred to be included within the scope of the Contract or customarily furnished by Persons providing Deliverables of the type provided hereunder in similar situations in the United States of America and; (b) adherence to commonly accepted norms of ethical business practices, which shall include the Supplier establishing, and ensuring adherence to, precautions to prevent its employees or agents from providing or offering gifts or hospitality of greater than nominal value to any person acting on behalf of or employed by the CAA;

“Intellectual Property” means any intellectual, industrial, or other proprietary right of any type in any form protected or protectable under the laws of the United States of America, any foreign country, or any political subdivision of any country, including, without limitation, any intellectual, industrial, or proprietary rights protected or protectable by legislation, by common law, or at equity;

“Newly Created Intellectual Property” means any Intellectual Property created by the Supplier in the course of performance of its obligations under the Contract;

“Person” if the context allows, includes any individuals, persons, firms, partnerships, or corporations, or any combination thereof;

“Personal Information” means recorded information about an identifiable individual or that may identify an individual;

“Proceeding” means any action, claim, demand, lawsuit, or other proceeding;

“Rates” means the applicable price, in United States funds (USF), to be charged for the applicable Deliverables, as set out in Schedule 1 (Schedule of Deliverables, Rates, and Specific Provisions);

“Record” means any recorded information, including any Personal Information, in any form: (a) provided by the CAA to the Supplier, or provided by the Supplier to the CAA, for the purposes of the Contract; or (b) created by the Supplier in the performance of the Contract;

“Requirements of Law” mean all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, official plans, permits, licenses, authorizations, directions, and agreements with all Authorities that now or at any time hereafter may be applicable to either the Contract or the Deliverables or any part of them;

“Supplier Representative” is as set out in Schedule 1 (Schedule of Deliverables, Rates, and Specific Provisions);

“Supplier’s Intellectual Property” means Intellectual Property owned by the Supplier prior to its performance under the Contract or created by the Supplier during the Term of the Contract independently of the performance of its obligations under the Contract;

“Term” is as set out in Schedule 1 (Schedule of Deliverables, Rates, and Specific Provisions); and

“Third-Party Intellectual Property” means any Intellectual Property owned by a party other than the CAA or the Supplier.

ARTICLE 2 – GENERAL PROVISIONS

2.01      No Indemnities from the CAA

Notwithstanding anything else in the Contract, any express or implied reference to the CAA providing an indemnity or any other form of indebtedness or contingent liability that would directly or indirectly increase the indebtedness or contingent liabilities of the CAA beyond the obligation to pay the Rates in respect of Deliverables accepted by the CAA, whether at the time of entering into the Contract or at any time during the Term, shall be void and of no legal effect.

2.02      Entire Contract

The Contract embodies the entire agreement between the parties with regard to the provision of the Deliverables and supersedes any prior understanding or agreement, collateral, oral, or otherwise with respect to the provision of the Deliverables, existing between the parties at the Effective Date of the Contract.

2.03      Severability

If any term or condition of the Contract, or the application thereof to the parties or to any Persons or circumstances, is to any extent invalid or unenforceable as determined by a court of competent jurisdiction, the remainder of the Contract, and the application of such term or condition to the parties, Persons, or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby to the maximum extent permitted by applicable law.

2.04      Failure to Enforce Not a Waiver

Any failure by the CAA to insist in one (1) or more instances upon strict performance by the Supplier of any of the terms or conditions of the Contract shall not be construed as a waiver by the CAA of its right to require strict performance of any such terms or conditions, and the obligations of the Supplier with respect to such performance shall continue in full force and effect. Any waiver must be given in writing by a duly authorized representative of CAA.

2.05      Changes by Written Amendment Only

Any changes to the Contract shall only be by written amendment signed by the parties. No changes shall be effective or shall be carried out in the absence of such an amendment. Any such written changes shall be included in the definition of Contract.

2.06      Force Majeure

Neither party shall be liable for damages caused by delay or failure to perform its obligations under the Contract where such delay or failure is caused by an event beyond its reasonable control. The parties agree that an event shall not be considered beyond one’s reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as those contained in the Contract would have put in place contingency plans to either materially mitigate or negate the effects of such event. Without limiting the generality of the foregoing, the parties agree that force majeure events shall include natural disasters and acts of war, insurrection, and terrorism but shall not include shortages or delays relating to supplies or services. If a party seeks to excuse itself from its obligations under the Contract due to a force majeure event, that party shall immediately notify the other party of the delay or non-performance, the reason for such delay or non-performance, and the anticipated period of delay or non-performance. If the anticipated or actual delay or non-performance exceeds fifteen (15) Business Days, the other party may immediately terminate the Contract by giving notice of termination and such termination shall be in addition to the other rights and remedies of the terminating party under the Contract, at law, or in equity.

2.07      Notices by Prescribed Means

Notices shall be in writing and shall be delivered by postage-prepaid envelope, personal delivery, or email, and shall be addressed to, respectively, the CAA Representative and the Supplier Representative. Notices shall be deemed to have been given: (a) in the case of postage-prepaid envelope, five (5) Business Days after such notice is mailed; or (b) in the case of personal delivery or email one (1) Business Day after such notice is received by the other party. In the event of a postal disruption, notices must be given by personal delivery or by email. Unless the parties expressly agree in writing to additional methods of notice, notices may only be provided by the methods contemplated in this paragraph.

Notices shall be provided as per the information below:

Circular Action Alliance
20 F Street NW 7th Floor
Washington, DC 20001
Attn: client contact
Email: notices@circularaction.org

SUPPLIERS INFORMATION

2.08      Governing Law

The Contract shall be governed by and construed in accordance with the laws of the District of Columbia without regard to its conflicts of laws principles.

ARTICLE 3 – NATURE OF RELATIONSHIP BETWEEN CAA AND SUPPLIER

3.01      Supplier’s Power to Contract

The Supplier represents and warrants that it has the full right and power to enter into the Contract and there is no agreement with any other Person which would in any way interfere with the rights of the CAA under the Contract.

3.02      Representatives May Bind the Parties

The parties represent that their respective representatives have the authority to legally bind them to the extent permissible by the Requirements of Law.

3.03      Supplier Not a Partner, Agent, or Employee

The Supplier shall have no power or authority to bind the CAA or to assume or create any obligation or responsibility, express or implied, on behalf of the CAA. The Supplier shall not hold itself out as an agent, partner, or employee of the CAA. Nothing in the Contract shall have the effect of creating an employment, partnership, or agency relationship between the CAA and the Supplier or any of the Supplier’s directors, officers, employees, agents, partners, affiliates, volunteers, or subcontractors.

3.04      Non-Exclusive Contract, Work Volumes

The Supplier acknowledges that it is providing the Deliverables to the CAA on a non-exclusive basis. The CAA makes no representation regarding the volume of goods and services required under the Contract. The CAA reserves the right to contract with other parties for the same or similar goods and services as those provided by the Supplier and reserves the right to obtain the same or similar goods and services internally.

3.05      Responsibility of Supplier

The Supplier agrees that it is liable for the acts and omissions of its directors, officers, employees, agents, partners, affiliates, volunteers, and subcontractors. This paragraph is in addition to any and all of the Supplier’s liabilities under the Contract and under the general application of law. The Supplier shall advise these individuals and entities of their obligations under the Contract and shall ensure their compliance with the applicable terms of the Contract. In addition to any other liabilities of the Supplier pursuant to the Contract or otherwise at law or in equity, the Supplier shall be liable for all damages, costs, expenses, losses, claims, or actions arising from any breach of the Contract resulting from the actions of the above-mentioned individuals and entities. This paragraph shall survive the termination or expiry of the Contract.

3.06      No Subcontracting or Assignment

The Supplier shall not subcontract or assign the whole or any part of the Contract or any monies due under it without the prior written consent of the CAA. Such consent shall be in the sole discretion of the CAA and subject to the terms and conditions that may be imposed by the CAA. Without limiting the generality of the conditions which the CAA may require prior to consenting to the Supplier’s use of a subcontractor, every contract entered into by the Supplier with a subcontractor shall adopt all of the terms and conditions of the Contract as far as applicable to those parts of the Deliverables provided by the subcontractor. Nothing contained in the Contract shall create a contractual relationship between any subcontractor or its directors, officers, employees, agents, partners, affiliates, or volunteers and the CAA.

3.07      Duty to Disclose Change of Control

In the event that the Supplier undergoes a change in control, the Supplier shall immediately disclose such change in control to the CAA and shall comply with any terms and conditions subsequently prescribed by the CAA resulting from the disclosure.

3.08      Conflict of Interest

The Supplier shall: (a) avoid any Conflict of Interest in the performance of its contractual obligations; (b) disclose to the CAA without delay any actual or potential Conflict of Interest that arises during the performance of its contractual obligations; and (c) comply with any requirements prescribed by the CAA to resolve any Conflict of Interest. In addition to all other contractual rights or rights available at law or in equity, the CAA may immediately terminate the Contract upon giving notice to the Supplier where: (a) the Supplier fails to disclose an actual or potential Conflict of Interest; (b) the Supplier fails to comply with any requirements prescribed by the CAA to resolve a Conflict of Interest; or (c) the Supplier’s Conflict of Interest cannot be resolved to the satisfaction of the CAA. This paragraph shall survive any termination or expiry of the Contract.

3.09      Contract Binding

The Contract can be enforced by and is binding upon the parties and their successors, executors, administrators, and their permitted assigns.

ARTICLE 4 – PERFORMANCE BY SUPPLIER

4.01      Commencement of Performance

The Supplier shall commence performance upon receipt of written instructions from the CAA.

4.02      Deliverables Warranty

The Supplier hereby represents and warrants that the Deliverables shall be: (i) provided fully and diligently in a professional and competent manner by persons qualified and skilled in their occupations; and (ii) free from defects in material, workmanship, and design, suitable for the purposes intended, in compliance with all applicable specifications and free from liens or encumbrance on title; and furthermore that all Deliverables shall be provided in accordance with: (a) the Contract; (b) Industry Standards; and (c) Requirements of Law. If any of the Deliverables, in the opinion of the CAA, are inadequately provided or require corrections, the Supplier shall forthwith make the necessary corrections at its own expense as specified by the CAA in a rectification notice.

4.03      Health and Safety

Without limiting the generality of section 4.02, the Supplier warrants and agrees that it has complied with and will comply with, and ensure that any subcontractors comply with, all applicable occupational health and safety laws, regulations, and standards in relation to the performance of the Supplier’s obligations under the Contract. The Supplier shall provide the CAA with evidence of the Supplier’s compliance with this section upon request by the CAA.

4.04      Shipment of Goods

To the extent that the Deliverables include the shipment of goods to the CAA, all such goods shall be delivered F.O.B. Destination, Freight Prepaid to the CAA’s place of business or such other location as may be specified in the Contract. No transportation or delivery charges of any kind, including, without limitation, packing, boxing, storage, cartage, or customs brokerage charges, shall be paid by the CAA, unless specifically agreed by the CAA in writing. The Deliverables will be suitably packed in such a manner as will ensure their safe transportation undamaged to their destination. The Deliverables will remain at the risk of the Supplier until the Deliverables are received by the CAA. Receipt of the Deliverables at the CAA’s location does not constitute acceptance of the Deliverables by the CAA. The Deliverables are subject to the CAA’s inspection and acceptance within a reasonable period of time after delivery. If any of the Deliverables, in the opinion of the CAA, are inadequately provided or require corrections, the Supplier shall make the necessary corrections at its own expense as specified by the CAA in a rectification notice.

4.05      Use and Access Restrictions

The Supplier acknowledges that unless it obtains specific written preauthorization from the CAA, any access to or use of the CAA property, technology, or information that is not necessary for the performance of its contractual obligations with the CAA is strictly prohibited. The Supplier further acknowledges that the CAA may monitor the Supplier to ensure compliance with this paragraph. This paragraph is in addition to and shall not limit any other obligation or restriction placed upon the Supplier.

4.06      Notification by Supplier of Discrepancies

During the Term, the Supplier shall advise the CAA promptly of: (a) any contradictions, discrepancies, or errors found or noted in the Contract; (b) supplementary details, instructions, or directions that do not correspond with those contained in the Contract; and (c) any omissions or other faults that become evident and should be corrected in order to provide the Deliverables in accordance with the Contract and Requirements of Law.

4.07      Change Requests

The CAA may, in writing, request changes to the Contract, which may include altering, adding to, or deleting any of the Deliverables. The Supplier shall comply with all reasonable CAA change requests and the performance of such request shall be in accordance with the terms and conditions of the Contract. If the Supplier is unable to comply with the change request, it shall promptly notify the CAA and provide reasons for such non-compliance. In any event, any such change request shall not be effective until a written amendment reflecting the change has been executed by the parties.

4.08      Pricing for Requested Changes

Where a CAA change request includes an increase in the scope of the previously contemplated Deliverables, the CAA shall set out, in its change request, the proposed prices for the contemplated changes. Where the Rates in effect at the time of the change request: (a) include pricing for the particular type of goods or services contemplated in the change request, the Supplier shall not unreasonably refuse to provide those goods or services at prices consistent with those Rates; or (b) are silent to the applicable price for the particular goods or services contemplated in the change request, the price shall be negotiated between the CAA and the Supplier within a reasonable period of time, and in any event, such change request shall not become effective until a written amendment reflecting the change has been executed by the parties.

4.09      Performance by Specified Individuals Only

The Supplier agrees that to the extent that specific individuals are named in the Contract as being responsible for the provision of the Deliverables, only those individuals shall provide the Deliverables under the Contract. The Supplier shall not replace or substitute any of the individuals named in the Contract without the prior written approval of the CAA, which may not arbitrarily or unreasonably be withheld. Should the Supplier require the substitution or replacement of any of the individuals named in the Contract, it is understood and agreed that any proposed replacement must possess similar or greater qualifications than the individual named in the Contract. The Supplier shall not claim fees for any replacement individual greater than the Rates established under the Contract.

4.10      Time

Time is of the essence of the Contract.

4.11      Rights and Remedies Not Limited to Contract

The express rights and remedies of the CAA and obligations of the Supplier set out in the Contract are in addition to and shall not limit any other rights and remedies available to the CAA or any other obligations of the Supplier at law or in equity.

ARTICLE 5 – PAYMENT FOR PERFORMANCE AND AUDIT

5.01      Payment According to Contract Rates

The CAA shall, subject to the Supplier’s compliance with the provisions of the Contract, pay the Supplier for the Deliverables provided at the Rates established under the Contract.

5.02      Hold Back or Set Off

The CAA may hold back payment or set off against payment if, in the opinion of the CAA acting reasonably, the Supplier has failed to comply with any requirements of the Contract.

5.03      No Expenses or Additional Charges

There shall be no other charges payable by the CAA under the Contract to the Supplier other than the Rates established under the Contract.

5.04      Payment of Taxes and Duties

Unless otherwise stated, the Supplier shall pay all applicable taxes, including excise taxes incurred by or on the Supplier's behalf with respect to the Contract.

5.05      Withholding Tax

The CAA shall withhold any applicable withholding tax from amounts due and owing to the Supplier under the Contract and shall remit it to the appropriate government in accordance with applicable tax laws. This paragraph shall survive any termination or expiry of the Contract.

5.06      Interest on Late Payment

If a payment is in arrears through no fault of the Supplier, the interest charged by the Supplier, if any, for any late payment shall not exceed the Bank of America’s prime rate in effect on the date that the payment went into arrears.

5.07      Document Retention and Audit

For seven (7) years after the expiration or termination of the Contract, the Supplier shall maintain all necessary records to substantiate: (a) all charges and payments under the Contract; and (b) that the Deliverables were provided in accordance with the Contract and with Requirements of Law. During the Term, and for seven (7) years after the expiry or termination of the Contract, the Supplier shall permit and assist the CAA in conducting audits of the operations of the Supplier to verify (a) and (b) above. The CAA shall provide the Supplier with at least ten (10) Business Days prior notice of its requirement for such audit. The Supplier’s obligations under this paragraph shall survive any termination or expiry of the Contract.

ARTICLE 6 – CONFIDENTIALITY

6.01      Confidentiality and Promotion Restrictions

Any publicity or publications related to the Contract shall be at the sole discretion of the CAA. The CAA may, in its sole discretion, acknowledge the Deliverables provided by the Supplier in any such publicity or publication. The Supplier shall not make use of its association with the CAA without the prior written consent of the CAA. Without limiting the generality of this paragraph, the Supplier shall not, among other things, at any time directly or indirectly, communicate with the media in relation to the Contract unless it has first obtained the express written authorization to do so by the CAA.

6.02      CAA Confidential Information

During and following the Term, the Supplier shall: (a) keep all CAA Confidential Information confidential and secure; (b) limit the disclosure of CAA Confidential Information to only those of its directors, officers, employees, agents, partners, affiliates, volunteers, or subcontractors who have a need to know it for the purpose of providing the Deliverables and who have been specifically authorized to have such disclosure; (c) not directly or indirectly disclose, destroy, exploit, or use any CAA Confidential Information (except for the purpose of providing the Deliverables, or except if required by order of a court or tribunal), without first obtaining: (i) the written consent of the CAA; and (ii) in respect of any CAA Confidential Information about any third party, the written consent of such third party; (d) provide CAA Confidential Information to the CAA on demand; and (e) return all CAA Confidential Information to the CAA on or before the expiry or termination of the Contract, with no copy or portion kept by the Supplier.

6.03      Restrictions on Copying

The Supplier shall not copy any CAA Confidential Information, in whole or in part, unless copying is essential for the provision of the Deliverables. On each copy made by the Supplier, the Supplier must reproduce all notices which appear on the original.

6.04      Notice of Breach

The Supplier shall immediately notify the CAA promptly upon the discovery of loss, unauthorized disclosure, unauthorized access, or unauthorized use of CAA Confidential Information.

6.05      Injunctive and Other Relief

The Supplier acknowledges that breach of any provisions of this Article may cause irreparable harm to the CAA or to any third party to whom the CAA owes a duty of confidence, and that the injury to the CAA or to any third party may be difficult to calculate and inadequately compensable in damages. The Supplier agrees that the CAA is entitled to obtain injunctive relief (without proving any damage sustained by it or by any third party and without the necessity of posting any bond or other undertaking in connection therewith) or any other remedy against any actual or potential breach of the provisions of this Article.

6.06      Notice and Protective Order

If the Supplier or any of its directors, officers, employees, agents, partners, affiliates, volunteers, or subcontractors become legally compelled to disclose any CAA Confidential Information, the Supplier will provide the CAA with prompt notice to that effect in order to allow the CAA to seek one (1) or more protective orders or other appropriate remedies to prevent or limit such disclosure, and it shall co-operate with the CAA and its legal counsel to the fullest extent. If such protective orders or other remedies are not obtained, the Supplier will disclose only that portion of CAA Confidential Information which the Supplier is legally compelled to disclose, only to such person or persons to which the Supplier is legally compelled to disclose based on the reasonable advice of its outside counsel that such disclosure must be made in order for such party to comply with such legal process, and the Supplier shall provide notice to each such recipient (in co-operation with legal counsel for the CAA) that such CAA Confidential Information is confidential and subject to non-disclosure on terms and conditions equal to those contained in the Contract and, if possible, shall obtain each recipient's written agreement to receive and use such CAA Confidential Information subject to those terms and conditions.

6.07      Records and Legislative Compliance

The Supplier agrees: (a) to keep Records secure; (b) to provide Records to the CAA within seven (7) calendar days of being directed to do so by the CAA for any reason including an access request or privacy issue; (c)  not to directly or indirectly access, use, collect, disclose, or destroy any Personal Information for any purposes that are not authorized by the CAA; (d) to ensure the security and integrity of Personal Information and keep it in a physically secure and separate location safe from loss, alteration, destruction, or intermingling with other records and databases and to implement, use, and maintain the most appropriate products, tools, measures, and procedures to do so; (e) to restrict access to Personal Information to those of its directors, officers, employees, agents, partners, affiliates, volunteers, or subcontractors who have a need to know it for the purpose of providing the Deliverables and who have been specifically authorized by a CAA representative to have such access for the purpose of providing the Deliverables; (f) to implement other specific security measures that in the reasonable opinion of the CAA would improve the adequacy and effectiveness of the Supplier's measures to ensure the security and integrity of Personal Information and Records generally; and (g) that any confidential information supplied to the CAA may be disclosed by the CAA where it is obligated to do so under  applicable law, by an order of a court or tribunal, or pursuant to a legal proceeding, and the provisions of this paragraph shall prevail over any inconsistent provisions in the Contract.

6.08      Survival

The provisions of this Article shall survive any termination or expiry of the Contract.

ARTICLE 7 – INTELLECTUAL PROPERTY

7.01      CAA Intellectual Property

The Supplier agrees that all Intellectual Property and every other right, title, and interest in and to all concepts, techniques, ideas, information, and materials, however recorded, (including images and data) provided by the CAA to the Supplier shall remain the sole property of the CAA at all times.

7.02      No Use of the CAA Insignia

The Supplier shall not use any insignia or logo of the CAA, except where required to provide the Deliverables, and only if it has received the prior written permission of the CAA to do so.

7.03      Ownership of Intellectual Property

The CAA shall be the sole owner of any Newly Created Intellectual Property. The Supplier irrevocably assigns to and in favor of the CAA and the CAA accepts every right, title, and interest in and to all Newly Created Intellectual Property in the Deliverables, immediately following the creation thereof, for all time, and irrevocably waives in favor of the CAA all rights of integrity and other moral rights to all Newly Created Intellectual Property in the Deliverables, immediately following the creation thereof, for all time. To the extent that any of the Deliverables include, in whole or in part, the Supplier’s Intellectual Property, the Supplier grants to the CAA a licence to use that Supplier Intellectual Property in the manner contemplated in this Article, the total consideration for which shall be payment of the Rates to the Supplier by the CAA.

7.04      Supplier’s Grant of License

For those parts of the Deliverables that are Supplier Intellectual Property, the Supplier grants to the CAA a perpetual, world-wide, non-exclusive, irrevocable, transferable, royalty free, fully paid up right and license: (a) to use, modify, reproduce, and distribute, in any form, those Deliverables; and (b) to authorize other Persons, including agents, contractors, or sub-contractors, and its successors and assigns to do any of the former on behalf of the CAA.

7.05      No Restrictive Material in Deliverables

The Supplier shall not incorporate into any Deliverables anything that would restrict the right of the CAA to modify, further develop, or otherwise use the Deliverables in any way that the CAA deems necessary, or that would prevent the CAA from entering into any contract with any contractor other than the Supplier for the modification, further development of, or other use of the Deliverables.

7.06      Third-Party Intellectual Property

The Supplier represents and warrants that the provision of the Deliverables shall not infringe or induce the infringement of any Third-Party Intellectual Property rights. The Supplier further represents and warrants that it has obtained waivers with respect to any Supplier Intellectual Property and Third-Party Intellectual Property that are incorporated into the Deliverables of any rights of integrity or any other moral rights associated therewith.

7.07      Survival

The obligations contained in this Article shall survive the termination or expiry of the Contract.

ARTICLE 8 – INDEMNITIES AND INSURANCE

8.01      Supplier Indemnity

The Supplier hereby agrees to indemnify and hold harmless the Indemnified Parties from and against any and all liability, loss, costs, damages, and expenses (including legal, expert, and consultant fees), causes of action, actions, claims, demands, lawsuits, or other proceedings, (collectively, “Claims”), by whomever made, sustained, incurred, brought, or prosecuted, including for breaches of confidentiality or privacy or Intellectual Property rights or for third-party bodily injury (including death), personal injury, and property damage, in any way based upon, occasioned by, or attributable to anything done or omitted to be done by the Supplier, its subcontractors or their respective directors, officers, agents, employees, partners, affiliates, volunteers, or independent contractors in the course of performance of the Supplier’s obligations under, or otherwise in connection with, the Contract. The Supplier further agrees to indemnify and hold harmless the Indemnified Parties for any incidental, indirect, special, or consequential damages, or any loss of use, revenue, or profit, by any person, entity, or organization, including, without limitation, the CAA, claimed or resulting from such Claims. The obligations contained in this paragraph shall survive the termination or expiry of the Contract.

8.02      Insurance

The Supplier hereby agrees to put in effect and maintain insurance for the Term, at its own cost and expense, with insurers having a secure A.M. Best rating of A-VIII or greater, all the necessary and appropriate insurance that a prudent person in the business of the Supplier would maintain.

The insurance maintained by Supplier pursuant to this Agreement shall provide that Supplier’s insurance is primary to and non-contributory with any and all other insurance maintained by or otherwise afforded to CAA, its officers, directors, employees and agents and representatives, but only for injury, damage or loss that falls within Supplier’s indemnity obligations under this Agreement.

8.03      Proof of Insurance

The Supplier shall provide the CAA with proof of the insurance required by the Contract in the form of valid certificates of insurance that reference the Contract and confirm the required coverage. The Supplier shall provide the CAA with renewal replacements on or before the expiry of any such insurance. Upon the request of the CAA, a copy of each insurance policy shall be made available to it. The Supplier shall ensure that each of its subcontractors obtains all the necessary and appropriate insurance that a prudent person in the business of the subcontractor would maintain and that the CAA and Indemnified Parties are named as additional insured with respect to any liability arising in the course of performance of the subcontractor's obligations under the subcontract for the provision of the Deliverables.

8.04      Workplace Safety and Insurance

The Supplier warrants and agrees that it has complied and will comply with all applicable workplace safety and insurance laws and regulations and, if applicable, will provide proof of valid coverage by means of a current clearance certificate to the CAA upon request. The Supplier covenants and agrees to pay when due, and to ensure that each of its subcontractors pays when due, all amounts required to be paid by it and its subcontractors under all applicable workplace safety and insurance laws and regulations during the Term. The Supplier further agrees to indemnify the CAA for any and all liability, loss, costs, damages, and expenses (including legal fees) or other charges in connection with the Supplier’s failure to comply with any applicable workplace safety and insurance laws or related to the Supplier’s status with any workplace safety and insurance board or body.

ARTICLE 9 – TERMINATION, EXPIRY, AND EXTENSION

9.01      Immediate Termination of Contract

The CAA may immediately terminate the Contract upon giving notice to the Supplier where: (a) the Supplier is adjudged bankrupt, makes a general assignment for the benefit of its creditors, or a receiver is appointed on account of the Supplier’s insolvency; (b) the Supplier breaches any provision in Article 6 (Confidentiality); (c) the Supplier breaches the Conflict of Interest paragraph in Article 3 (Nature of Relationship Between CAA and Supplier).; (d) the Supplier, prior to or after entering into the Contract, makes a material misrepresentation or omission or provides materially inaccurate information to the CAA; (e) the Supplier undergoes a change in control which adversely affects the Supplier’s ability to satisfy some or all of its obligations under the Contract; (f) the Supplier subcontracts for the provision of part or all of the Deliverables or assigns the Contract without first obtaining the written approval of the CAA; (g) the Supplier’s acts or omissions constitute a substantial failure of performance and the above rights of termination are in addition to all other rights of termination available at law, or events of termination by operation of law.; or (h) the Supplier fails to maintain all required insurance in the manner specified in Article 8.02-8.04 of this Contract.

9.02      Dispute Resolution by Rectification Notice

Subject to and without limiting the above paragraph, where the Supplier fails to comply with any of its obligations under the Contract, the CAA may issue a rectification notice to the Supplier setting out the manner and timeframe for rectification. Within seven (7) Business Days of receipt of that notice, the Supplier shall either: (a) comply with that rectification notice; or (b) provide a rectification plan satisfactory to the CAA. If the Supplier fails to either comply with that rectification notice or provide a satisfactory rectification plan, the CAA may immediately terminate the Contract. Where the Supplier has been given a prior rectification notice, the same subsequent type of non-compliance by the Supplier shall allow the CAA to immediately terminate the Contract.

9.03      Termination on Notice

The CAA reserves the right to terminate the Contract, without cause, upon thirty (30) calendar days prior notice to the Supplier.

9.04      Supplier’s Obligations on Termination

On termination of the Contract, the Supplier shall, in addition to its other obligations under the Contract and at law: (a) at the request of the CAA, provide the CAA with any completed or partially completed Deliverables; (b) provide the CAA with a report detailing: (i) the current state of the provision of Deliverables by the Supplier at the date of termination; and (ii) any other information requested by the CAA pertaining to the provision of the Deliverables and performance of the Contract; (c) execute such Documentation as may be required by the CAA to give effect to the termination of the Contract; and (d) comply with any other instructions provided by the CAA, including, but not limited to, instructions for facilitating the transfer of its obligations to another Person. This paragraph shall survive any termination of the Contract.

9.05      Supplier’s Payment Upon Termination

On termination of the Contract, the CAA shall only be responsible for the payment of the Deliverables provided under the Contract up to and including the effective date of any termination. Termination shall not relieve the Supplier of its warranties and other responsibilities relating to the Deliverables performed or money paid. In addition to its other rights of hold back or set off, the CAA may hold back payment or set off against any payments owed if the Supplier fails to comply with its obligations on termination.

9.06      Termination in Addition to Other Rights

The express rights of termination in the Contract are in addition to and shall in no way limit any rights or remedies of the CAA under the Contract, at law or in equity.

9.07      Expiry and Extension of Contract

The Contract shall expire on the original Expiry Date, unless the CAA exercises in writing its option to extend the Contract, such extension to be upon the same terms (including the Rates in effect at the time of extension), conditions, and covenants contained in the Contract. The option shall be exercisable by the CAA giving written notice to the Supplier not less than thirty (30) days prior to the original Expiry Date. The written notice shall set forth the precise duration of the extension.

9.08      Evaluation of Performance

The Supplier may be subject to a performance evaluation during the course of and/or at the conclusion of the assignment, as determined by CAA.

In the event that the Supplier fails to perform its obligations under the Contract, the CAA may, in addition to any and all legal and equitable remedies available to it, place the Supplier on probation or suspend the Supplier from participating in future procurement opportunities.