Funding Agreement Model: Other 2020-2021

1. Duration

1.1 This Agreement will be in effect from __________ [/:AgreementEffectiveDate] (the "effective date") and will expire on [/:AgreementExpirationDate]_________, unless terminated earlier or shortened or extended by amendment.

2. Objective

2.1 The purpose of this Agreement is for Canada to provide the Funding to [/:Name] for the delivery of the Activities.

3. Responsibility

3.1 Each party shall carry out its respective rights and obligations in accordance with the terms of this Agreement and applicable laws.

4. Relationship

4.1 Nothing in this Agreement creates or is to be construed as creating a joint venture, legal partnership, service contract or principal and agent relationship between the parties, and [/:Name] shall not represent itself to any third party as acting on behalf of Canada, as being a joint-venturer, legal partner, a service procurer, service contractor, principal, agent or delegate of Canada.

5. Funding

5.1 Subject to the terms and conditions of this Agreement, Canada shall transfer the Funding to [/:Name] in accordance with the schedule of periodic payments set out in Schedule 3.

5.2 The parties acknowledge that, if this is a multi-year agreement, not all Funding for the full term of this Agreement may be set out in Schedule 3 at any given time. Funding for subsequent Fiscal Years may be determined or adjusted annually in accordance with the terms of this Agreement. Amendments to Schedule 3 for this purpose will be made by way of a NOBA or other amendment process.

6. Formula-based or Factor-based Funding Adjustments

6.1 Where the amount of any Funding will change in accordance with a predetermined adjustment factor or formula set out in Schedule 4 or Schedule 6, Canada shall, by NOBA, amend Schedule 3 accordingly.

7. Notice of Budget Adjustment (NOBA)

7.1 Canada may, by NOBA, amend Schedule 3 in order to adjust the Funding and/or periodic payments for one or more Fiscal Years.

7.2 A NOBA will be signed by Canada, set out the details of the Funding changes and contain an amended Schedule 3 for this Agreement.

7.3 A NOBA may not:

1. reduce overall Funding except according to an adjustment factor or formula set out in Schedule 4 or Schedule 6; or
2. modify the terms and conditions of this Agreement, except as provided for in subsection 7.1.

[COMMENT]Include the following section when more than one Federal Department contributes any of the Funding under this Agreement or insert "Intentionally Omitted" beside this section number. [/COMMENT]

8. Multiple Departments

8.1 Canada's rights and obligations under this Agreement may be carried out by any Federal Department.

9. Funding Subject to Appropriations and Departmental Funding Authorities

9.1 The payment of any Funding is subject to there being an appropriation for the Fiscal Year in which the payment is to be made. Notwithstanding any other provision of this Agreement, Canada may reduce or cancel the Funding in the event that departmental funding levels of any Federal Department are changed by Parliament during the term of this Agreement.

9.2 In the event that any funding authority of any Federal Department for which the Funding is provided is modified or cancelled by the Treasury Board of Canada or by that Federal Department, Canada may adjust or cancel the Funding accordingly.

9.3 Where Set Funding, Fixed Funding or Flexible Funding is to be reduced or cancelled under subsection 9.2, Canada shall provide at least 60 days prior notice to [/:Name]. This notice will specify the Activities, the Fiscal Year(s) and amounts in respect of which any such Funding will be reduced or cancelled.

10. Adjustment of Cash Flow

10.1 [/:Name] may request adjustment of any periodic payment set out in Schedule 3 for an Activity where it differs from its anticipated expenditures for the corresponding period. In this case, [/:Name] shall propose adjustments to that Schedule accordingly. Canada shall notify [/:Name] of acceptance or rejection of the proposed adjustments within 30 days of [/:Name]'s notification. Where Canada accepts the proposed adjustments, Canada shall issue a notice of acceptance or a NOBA containing the revised Schedule 3.

10.2 The total annual funding amount for an Activity set out in Schedule 3 may not be changed under subsection 10.1.

11. Eligible Expenses - General

11.1 In addition to the requirements of section 20, Schedule 2 and Schedule 6, [/:Name] may only expend the Funding where the expense is: (i) directly related to the carrying out of [/:Name]'s responsibilities under this Agreement; and (ii) [/:Name] follows generally accepted business practices in negotiating the price and other terms and conditions for the expenditure.

12. Reimbursement of Ineligible Expenditures

12.1 For each Activity identified as Set, Fixed and Flexible in Schedule 3, [/:Name] shall repay to Canada any expenditure it makes against annual amounts allocated in that Schedule for that Activity that is not in accordance with the terms and conditions of Schedule 2 or the Delivery Requirements set out in Schedule 4 or Schedule 6 for that Activity, unless Canada agrees otherwise in writing.

12.2 If Cost-Sharing applies to any Activity according to the Delivery Requirements, [/:Name] shall instead repay to Canada an amount, proportional to Canada's funding share, of any expenditure against the annual amounts from all required sources allocated for that Activity that is not in accordance with the terms and conditions of this Schedule or the Delivery Requirements.

13. Deficits

13.1 [/:Name] shall be responsible for any expenditure it makes in excess of the Funding.

14. Reports and Records

[COMMENT] If another Federal Department will be the one receiving reports, change CIRNAC to that Department. Also make the same change in 14.7 to align so that the Department receiving reports may deliver a copy to the others.[/COMMENT]

14.1 [/:Name] shall prepare and submit to CIRNAC all reports listed in Schedule 5 for each Fiscal Year in accordance with the requirements for each report set out in the Reporting Guide for that Fiscal Year.

14.2 If this Agreement covers more than one Fiscal Year, Canada may, on or before the start of each Fiscal Year, issue a new Schedule 5 for that Fiscal Year.

14.3 Canada shall publish the Reporting Guide no later than 90 days before the start of each Fiscal Year. Canada may amend the Reporting Guide during a Fiscal Year for the same Fiscal Year only if the amendment arises from a Treasury Board requirement. Canada shall promptly notify [/:Name] of any such amendment.

14.4 Canada may, by notice to [/:Name], extend the deadline for the receipt of any reports if [/:Name] provides notice before the applicable due dates of circumstances beyond [/:Name]'s control preventing [/:Name] from meeting the deadlines. Such a notice may only change the reporting date and no other reporting requirements, will be signed by Canada and will amend this Agreement in accordance with its terms.

14.5 [/:Name] shall retain all original financial and non-financial accounts and records, in paper or electronic form, that relate to the Activities and use of Funding under this Agreement, including accounts and records that are required to prepare reports under this Agreement, for a period of 7 years following the end of the last Fiscal Year to which the records relate. Such records, whether kept in paper or electronic form, must be organized, complete, legible and accessible.

14.6 If [/:Name] is required to provide Consolidated Audited Financial Statements as indicated in Schedule 5, [/:Name] shall have its yearly financial reports audited by an independent auditor who is recognized in the Province or Territory in which [/:Name] has its administrative offices. [/:Name] shall notify Canada of the appointment of the auditor at least 2 weeks before the end of the Fiscal Year being covered by the audited financial reports.

14.7 CIRNAC may deliver a copy of [/:Name]'s financial reporting required under the Reporting Guide, including, where required under this Agreement, its Consolidated Audited Financial Statements, to any Federal Department. CIRNAC shall not provide a copy of such statements or reports to any third party or other part of the federal government, except where agreed to in writing by [/:Name] or where authorized or permitted by law.

[COMMENT]The following subsection is to be included when the party receiving funding is a First Nation Political Organization. [/COMMENT]

14.8 [/:Name] shall make its financial reports with respect to this Agreement, including its Consolidated Audited Financial Statements, available to the [/:citizen-OR-member]s of its member First Nations.

15. Where Reporting or Disclosure Requirements not met

15.1 Without limiting remedies available to Canada under this Agreement, Canada may withhold funds from [/:Name] when [/:Name] has not submitted, by the due date, any financial or other report required by this Agreement or by a predecessor funding agreement between [/:Name] and a Federal Department.

15.2 Canada shall pay the withheld funds to [/:Name] within 45 days of the required reports being submitted by [/:Name] and accepted by Canada, subject to section 24.3.

15.3 Without limiting remedies available to Canada under this Agreement, if [/:Name] defaults in its obligation under this Agreement or any predecessor to provide Canada with its Consolidated Audited Financial Statements, together with all schedules and reports required under the Reporting Guide,Canada may:

1. require that an independent auditor who is a member in good standing of a corporation, institute or association of accountants incorporated under an Act of the legislature of the Province or Territory in which [/:Name] has its administrative offices be engaged immediately by [/:Name] at [/:Name]'s cost and that the Consolidated Audited Financial Statements, together with all schedules and reports required under the Reporting Guide, be delivered within a reasonable time as Canada may determine; or
2. appoint an independent auditor who is a member in good standing of a corporation, institute or association of accountants incorporated under an Act of the legislature of the Province or Territory in which [/:Name] has its administrative offices and in which case:
   1. [/:Name] shall provide the auditor appointed by Canada with full access to its financial records and provide such other information as the auditor may require to perform the audit; and
   2. [/:Name] shall reimburse Canada for all costs incurred in having the audit conducted.

16. Contracting-Out and Delegation

[COMMENT]Choose one of the following for 16.1 and 16.2 [/COMMENT]

16.1 Subject to the other provisions of this section, [/:Name] may contract-out or delegate any of its functions or obligations under this Agreement to an Agency. [/:Name] shall remain responsible to Canada for the performance of all such contracted or delegated matters.

16.2 If [/:Name] wishes to contract-out or delegate any of its functions or obligations under this Agreement to an Agency, it shall: (i) enter into an agreement with the Agency for that purpose; (ii) ensure that the Agency complies with all requirements of this Agreement on its behalf; and (iii) make the agreement available to Canada upon request.

16.1 [/:Name] may not contract-out or delegate any of its functions or obligations under this Agreement to an Agency.

16.2 Intentionally Omitted

17. Environmental Obligations

17.1 [/:Name] and Canada shall cooperate to ensure that, with respect to any Activity to be undertaken by [/:Name] with any of the Funding, all applicable requirements of the Impact Assessment Act and any other applicable environmental laws will be followed.

18. Indemnification

18.1 [/:Name] shall indemnify and save harmless the Crown, her Ministers, officers, employees, agents, successors and assigns from and against all claims, liabilities, and demands arising directly or indirectly from any acts or omissions of [/:Name] or of any of its employees or agents in respect of, or resulting from: (i) [/:Name]'s performance or non-performance of its obligations under this Agreement; or (ii) [/:Name] entering into any loan, capital lease or other long term obligation.

19. Insurance

19.1 [/:Name] shall be responsible for determining whether to purchase insurance coverage for its protection and to cover its obligations under this Agreement.

[COMMENT] Substitute 19.1 below when insurance is a Program requirement [/COMMENT]

19.1 [/:Name] shall maintain at least the minimum insurance coverage described in Schedule 4 and Schedule 6.

20. Loans

[COMMENT] The following subsection is to be included when the party receiving funding is NOT permitted to make loans [/COMMENT]

20.1 [/:Name] shall not make loans from the Funding unless permitted to do so in a Schedule.

[COMMENT] The following subsection is to be included when the party receiving funding is NOT a First Nation Political Organization and is permitted to make loans from the Funding [/COMMENT]

20.1 Where the Delivery Requirements for an Activity permit the making of loans, [/:Name] may make loans from the Funding for that Activity provided that:

1. the loans are directly related to the specific Activity and will not be made for personal use;
2. [/:Name]'s loan policy is in writing and available to Canada upon request; and
3. all loans are evidenced by an agreement in writing between [/:Name] and each borrower.

[COMMENT] The following subsection is to be included when the party receiving funding is a First Nation Political Organization and is permitted to make loans from the Funding [/COMMENT]

1. the loans are directly related to the specific Activity and will not be made for personal use;
2. [/:Name]'s loan policy is in writing and available to Canada and to [/:citizen-OR-member]s of its member First Nations upon request; and
3. all loans are evidenced by an agreement in writing between [/:Name] and each borrower.

21. Stacking of Assistance

21.1 [/:Name] shall provide notice to Canada, prior to the end of each Fiscal Year, if [/:Name] receives funding assistance from the Crown (other than as contained in this Agreement) or from any provincial, territorial or municipal government that may be used for any of the Activities. In such case, Canada may require [/:Name] to repay any amount of the Funding that Canada considers a duplication of the funding from the other sources.

22. Default

22.1 [/:Name] will be in default of this Agreement in the event:

1. [/:Name] defaults on any of its obligations set out in this Agreement or any other agreement through which a Federal Department provides funding to [/:Name];
2. the auditor of [/:Name] gives a disclaimer of opinion or adverse opinion on the Consolidated Audited Financial Statements of [/:Name] in the course of conducting any audit under this Agreement or any previous agreement under which a Federal Department provides funding to [/:Name];
3. Canada, having regard to [/:Name] financial statements and any other financial information relating to [/:Name] reviewed by Canada, determines the financial position of [/:Name] is such that the delivery of any Activity is at risk; or
4. [/:Name] becomes bankrupt or insolvent, goes into receivership, takes the benefit of any statute from time to time being in force relating to bankrupt or insolvent debtors, ceases operations, or ceases to be a corporation in good standing under the laws of Canada or of a Province or Territory of Canada, as applicable.

23. Remedies on Default

23.1 Without limiting any remedy or other action Canada may take under this Agreement, in the event [/:Name] is in default under this Agreement, the parties will communicate or meet to review the situation.

23.2 In the event [/:Name] is in default under this Agreement, Canada may take one or more of the following actions:

1. require [/:Name] to develop and implement a Management Action Plan within 60  days, or at such other time as the parties may agree upon and set out in writing;
2. require [/:Name] to seek advisory support acceptable to Canada;
3. withhold any Funding otherwise payable under this Agreement;
4. require [/:Name] to take any other reasonable action necessary to remedy the default;
5. take such other reasonable action as Canada deems necessary, including any remedies which may be set out in any Schedule; or
6. terminate this Agreement.

24. Repayment

24.1 [/:Name] shall, at such times as this Agreement specifies and otherwise upon written demand, repay to Canada any amount of the Funding which:

1. has not been accounted for by [/:Name] in accordance with this Agreement;
2. is spent by [/:Name] for purposes other than those authorized under this Agreement;
3. Canada determines to be a recoverable stacking amount under section 21; or
4. is an overpayment or any other amount that is repayable by [/:Name] under this Agreement.

Such amounts are debts due to the Crown.

24.2 Interest will be charged on any debts in accordance with the Interest and Administrative Charges Regulations and also constitutes a debt due to the Crown.

24.3 Without limiting the scope of set-off or compensation rights available to the Crown at common law, under the Civil Code of Québec, under the Financial Administration Act or otherwise, Canada may set-off or seek compensation against the Funding for:

1. any amount that is a debt due to the Crown pursuant to subsection 24.1 and 24.2; and
2. any amount that [/:Name] owes to the Crown under legislation or any other agreement of any kind.

25. Non-Monetary Contributions

25.1 Canada may provide a contribution of goods or services to [/:Name] to support [/:Name]'s delivery of any Activities.

25.2 With the written consent of [/:Name], a non-monetary contribution with a value of up to $5,000 may be made by way of Canada:

1. delivering the goods and/or services to [/:Name]; and
2. issuing a notice of non-monetary contribution ("NONMC") to [/:Name] for the delivery of the contributed goods or services pursuant to this section.

25.3 A NONMC will be signed by Canada and will:

1. list each of the goods and/or services to be contributed;
2. set out the location where each of the goods and/or services will be delivered and the expected date or time period for such delivery;
3. indicate the value of the non-monetary contribution based on Canada's actual costs for the purchase and delivery of the contributed goods and/or services, or the fair market value of the foregoing (whichever is less); and
4. be issued prior to or upon delivery of the goods and/or services and include conditions for the contribution, including any reporting conditions.

25.4 Any non-monetary contribution with a value in excess of $5,000 may be made by way of Canada and [/:Name] entering into a non-monetary contribution agreement.

25.5 Where Canada contributes goods and/or services under this section, [/:Name] shall:

1. use the goods or services solely for the purposes of delivering Activities as specified in the NONMC or as otherwise agreed between the parties in writing;
2. comply with the conditions set out in the NONMC; and
3. account for the non-monetary contribution in either its Consolidated Audited Financial Statements if Consolidated Audited Financial Statements are required under this Agreement, or in its other financial reports as identified in Schedule 5.

26. Audit

26.1 Canada may audit or cause to have audited the accounts and records of [/:Name] and any Agency at any time during the term of this Agreement or within 7 years of the termination or expiry of this Agreement, in order to:

1. assess or review [/:Name]'s compliance with the terms and conditions of this Agreement;
2. review [/:Name]'s program management and financial control practices in relation to this Agreement; or
3. confirm the integrity of any data which has been reported by [/:Name] pursuant to this Agreement.

26.2 The scope, coverage and timing of any audit will be determined by Canada and may be carried out by one or more auditors employed or contracted by Canada.

26.3 Canada shall notify [/:Name] at least 2 weeks in advance of an audit under this section.

26.4 In the event of an audit under this section, [/:Name] shall, upon request:

1. provide the auditors with all accounts and records of [/:Name] relating to this Agreement and to the Contribution Funding, including all original supporting documentation (whether in paper or electronic form);
2. allow those auditors to inspect such accounts and records and, except where prohibited by law, to take copies and extracts of such accounts and records;
3. provide to those auditors such additional information as they may require with reference to such accounts and records;
4. provide all necessary assistance to those auditors, including providing them with access to [/:Name]'s premises;
5. direct any entity that has provided accounting or record-keeping services to [/:Name] to provide copies of those accounts and records to the auditors; and
6. give consent to [/:Name]'s auditors to allow access by Canada's auditors to working papers of [/:Name]'s auditors that support the opinion or disclaimer of opinion on Consolidated Audited Financial Statements where Consolidated Audited Financial Statements are required under this Agreement.

26.5 If at any time during the term of this Agreement, Canada is of the opinion that there may have been a default, the 2 week notice period will not apply and [/:Name] shall, on request, provide Canada with immediate access to its accounts, records and supporting documentation (whether in paper or electronic form) relating to the Contribution Funding, or those of any Agency.

26.6 The accounts and records Canada may audit or cause to have audited under this section include records maintained under any previous funding agreement through which the Crown has provided funding to [/:Name] that, in the opinion of any auditor employed or contracted by Canada, may be relevant to the audit.

26.7 An audit under this section does not limit:

1. Canada's right to conduct an evaluation of this Agreement under section 27 of this Agreement;
2. [/:Name]'s obligation to provide to Canada the financial reports identified in Schedule 5; or
3. Canada's right to appoint an independent auditor or to require [/:Name] to appoint an independent auditor under subsection 15.3 where Consolidated Audited Financial Statements have not been provided to Canada by [/:Name].

27. Evaluation

27.1 Canada may at any time during the term of this Agreement or within 7 years of its expiry or termination, carry out one or more evaluations of the effectiveness of this Agreement.

27.2 [/:Name] shall cooperate in the conduct of any such evaluation and provide Canada or its representatives such information as they require, including any records that are required to be retained under subsection 14.5.

28. Dispute Resolution

28.1 Canada and [/:Name] shall attempt to negotiate a resolution to any disputes arising between them regarding the interpretation of a provision of this Agreement or the obligation of a party under this Agreement in a timely manner.

28.2 Canada and [/:Name] may agree to non-binding mediation to resolve any dispute. In such case, each party shall bear its own costs and bear equally the costs of any independent third party appointed to assist the parties to try to resolve the dispute.

29. Termination

29.1 Either party may terminate this Agreement by providing notice to the other party stipulating the reason for termination, provided that before any such termination can become effective:

1. the parties exhaust the dispute resolution process if relevant to the termination; and
2. the parties agree on a time frame to terminate the Agreement.

29.2 In the event of the termination of this Agreement:

1. [/:Name] shall provide Canada with all reporting for all Funding as required by the Reporting Guide, or such parts of that financial reporting as specified by Canada, within 120 days of the date of termination;
2. subject to rights of set-off, Canada shall pay to [/:Name] any Funding owed to [/:Name] up to the termination date of this Agreement unless [/:Name] and Canada agree otherwise in writing;
3. without limiting any other obligation under this Agreement to repay amounts to Canada, [/:Name] shall repay to Canada any unexpended Funding up to the termination date of this Agreement, and within 120 days thereof, unless [/:Name] and Canada agree otherwise in writing; and
4. [/:Name] shall fulfill any other obligation relating to termination as set out in any Schedule.

30. This Agreement

30.1 This Agreement constitutes the entire agreement between the parties and supersedes all discussions, negotiations and commitments in relation to the subject matter of this Agreement which may have preceded the signing of this Agreement. For greater certainty, this clause does not supersede or affect any obligations of the parties in relation to other subject matter, including obligations arising under prior or other funding agreements between the parties.

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

• SCHEDULE 1 - Definitions
• SCHEDULE 2 - Contribution Funding (Set, Fixed, Flexible) and Grant Funding
• SCHEDULE 3 - Funding and Schedule of Payments
• SCHEDULE 4 - Delivery Requirements and Funding Adjustment Factors
• SCHEDULE 5 - Reporting and Due Dates
  
  [COMMENT] Include if Projects are included in the agreement [/COMMENT]
• SCHEDULE 6 – Projects
  
  [COMMENT] If Projects are NOT included in the agreement, select Schedule 6 – Intentionally Omitted [/COMMENT]
• SCHEDULE 6 – Intentionally Omitted
  
  [COMMENT] If MAP is applicable, include in the agreement [/COMMENT]
• SCHEDULE 7 - Management Action Plan.
  
  [COMMENT] If MAP is NOT applicable, include in the agreement, the Schedule 7 –Intentionally Omitted [/COMMENT]
• SCHEDULE 7 – Intentionally Omitted
  
  [COMMENT] If additional federal departments (after CIRNAC) are participating include the following bullet [/COMMENT]
• SCHEDULE 8 – Additional Federal Departments - Funding Terms and Conditions

30.3 Descriptive headings 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.

30.4 If the phrase "Intentionally Omitted" appears in this Agreement opposite a section number, it either means that the section, which is normally contained in other template forms of this Agreement, is not applicable to this Agreement or has been omitted by agreement. The enumeration of such a section is left intact in order to avoid re-numbering of this Agreement.

30.5 All rights and obligations of the parties which expressly, or by their nature, survive termination or expiry of this Agreement will survive unless and until they are fulfilled, or by their nature expire. Without limiting the generality of the foregoing, the following sections or subsections contain rights and obligations of the parties that may or will remain in effect after the termination or expiry of this Agreement:

1. Main body of this Agreement: 11 (Eligible Expenses); 12 (Reimbursement); 14 (Reports and Records); 15 (Where Reporting or Disclosure Requirements are not met); 16 (Contracting-out and Delegation); 18 (Indemnification); 22 (Default); 23 (Remedies on Default); 24 (Repayment); 26 (Audit); 27 (Evaluation); 28 (Dispute Resolution); 29.2 (Termination - consequential terms); and, 39 (Intellectual Property).
2. Schedule 2 Contribution and Grant Funding: any sections or subsections that concern spending or repayment of any Funding that could apply following expiry or termination of this Agreement.

30.6 All references throughout this Agreement to legislation and particular government publications are deemed to refer to the legislation and government publication in force or issued at the effective date of this Agreement, and include any subsequent amendments or replacements thereof.

30.7 This Agreement will be interpreted in accordance with the laws of Canada and the applicable laws of [COMMENT]Insert name of Province or Territory [/COMMENT].

31. Amendments

31.1 All amendments to this Agreement are to be made in writing and signed by both parties, except in the following cases where Canada shall sign the notices alone: (i) a NOBA; (ii) a notice of acceptance for periodic payment changes under subsection 10.1; (iii) a notice of issuing a new Schedule 5 to update reporting requirements for a Fiscal Year under section 14.3; or (iv) a notice to extend a reporting deadline under subsection 14.4.

32. Waiver

32.1 No provision of this Agreement and no event of default by [/:Name] or Canada of any provision of this Agreement will be deemed to have been waived unless the waiver is in writing and signed by the party waiving.

32.2 The waiver by a party of a default by the other party or of any provision of this Agreement will not be deemed to be a waiver of any subsequent default by the other party or of the same or any other provision of this Agreement.

33. Assignment

33.1 [/:Name] may contract-out or delegate any of its functions or obligations under this Agreement in accordance with section 16, but shall not assign any of its rights or obligations under this Agreement without the prior written consent of Canada.

33.2 This Agreement is binding upon the parties and their respective administrators, successors, and assigns.

34. Lobbyists

34.1 [/:Name] represents and warrants that it and any person lobbying on its behalf to obtain Funding has been, is, and will continue to remain in compliance with the Lobbying Act.

34.2 [/:Name] represents and warrants that it has not and will not make any payment to any individual or entity that is in whole or in part contingent upon the solicitation of the Funding or the negotiating/signing of this Agreement or any amendment hereto.

35. Warranty of Authority

35.1 The parties confirm that they each have the authority and the capacity necessary to enter into this Agreement and that their representatives have the authority to enter into this Agreement on their behalf.

35.2 [/:Name] further represents and warrants that it has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and that it is duly incorporated and in good standing under the laws of Canada or of a Province or a Territory of Canada, and will remain in good standing at all times during the term of this Agreement.

36.Communications Related to Funding

36.1 Each party reserves the right to communicate to the public about the terms of this Agreement by way of, but not limited to, announcements, interviews, speeches, press releases, publications, signage, websites, advertising and promotional materials. The timing of these communications will be at the discretion of the party giving the communication. However, the party giving the communication will notify the other party in advance of any significant public event or news release in order to provide to the other party an opportunity to participate in a joint announcement or in the development of joint communications materials.

37. Conflict of Interest Regarding Federal Officials

37.1 [/:Name] declares and shall ensure that:

1. no member of the House of Commons or the Senate of Canada will be admitted to any share or part of this Agreement or to any benefit arising from it; and
2. no individual to whom the Conflict of Interest Act, the Conflict of Interest and Post-employment Code for Public Office Holders, the Values and Ethics Code for the Public Sector, the Values and Ethics Code for the Public Service, the Policy on Conflict of Interest and Post-Employment, or the values and ethics code of any Federal Department apply will derive any direct benefit from this Agreement unless that individual is in compliance with the Act and all of the applicable codes and policies noted above.

38. Public Disclosure

38.1 Without limiting any right, obligation or capacity of Canada to disclose information, Canada may publicly disclose the name and address of [/:Name], the amount of Funding, the nature of the Activities for which Funding is provided, and any information relating to the Funding that the Reporting Guide states that Canada may publicly disclose.

39. Intellectual Property

39.1 All intellectual property that arises out of or under this Agreement will be owned by [/:Name] or a third party as may be set out in an agreement between [/:Name] and such third party.

39.2 [/:Name] hereby grants to Canada a non-exclusive, royalty-free, fully-paid, perpetual, worldwide, and irrevocable licence to exercise all intellectual property rights that arise under this Agreement for any Crown purpose.

39.3 [/:Name] shall secure all necessary rights to give effect to the licence granted under this Agreement.

40. Notices

40.1 Notices, requests, reports and documents referred to or required by this Agreement must be in writing and, unless notice to the contrary is given by the receiving party, shall be addressed to the receiving party at the following addresses:

1. Canada at:
   [Insert address]
2. [/:Name] at:
   [insert address]

40.2 Notices, requests, reports and documents may be sent by any method of delivery or telecommunication and will be deemed to have been received: (i) by registered mail when the postal receipt is acknowledged by the receiving party; (ii) by facsimile or electronic mail when transmitted and receipt is confirmed; and (iii) by personal delivery, messenger or courier when delivered.

41. Execution

41.1 This Agreement is signed on behalf of [/:Name] and on behalf of Canada by their duly authorized representatives.

41.2 This Agreement may be signed in identical counterparts, each of which constitutes an original, and such counterparts taken together will constitute one agreement. The signatures of the parties need not appear on the same counterpart, and executed counterparts may be delivered by facsimile or in electronically scanned form by electronic mail.

[COMMENT] the following clause to be added where relevant. However, it is mandatory to use this clause where [/:Name] is delivering Activities in an area where there may be an impact on members of either official language group. [/COMMENT]

42. Official Languages

42.1 [/:Name] shall, when requested by Canada and in a manner both parties agree to that is consistent with applicable laws, provide any or all of the following in relation to the Activities under this Agreement in both of Canada's official languages (English and French): (i) information; (ii) signage; (iii) oral and written communications; (iv) services; and (v) opportunities for official language minorities to participate in functions related to the Activities.

1. Application

1.1 All Set, Fixed, Flexible, and Grant Funding will be provided subject to and in accordance with: (i) the main body of this Agreement; (ii) this Schedule; and (iii) the applicable terms of the other Schedules.

2. Set Funding

2.1 [/:Name] may only expend Set Funding:

1. for each of the Activities for which it is allocated in Schedule 3 under the heading Set Funding (or SET) or reallocated in accordance with this section;
2. in accordance with the terms and conditions of this Agreement for those Activities, including those set out in the Delivery Requirements; and
3. during the Fiscal Year in which the annual amount of the Set Funding is payable by Canada.

2.2 [/:Name] may, with the written agreement of Canada, reallocate any Set Funding among any Functional Areas within the same Budget Activity set out in Schedule 3 during the same Fiscal Year.

2.3 [/:Name] shall immediately notify Canada in writing during a Fiscal Year if it anticipates having unexpended Set Funding for that Fiscal Year.

2.4 If, at the end of a Fiscal Year and following any reallocation permitted in this section, [/:Name] has not expended all Set Funding as allocated for each Activity for that Fiscal Year, [/:Name] shall repay the unspent amount to Canada. If Cost-Sharing applies to the Activity, [/:Name] shall instead repay to Canada an amount, proportional to Canada's funding share, of the unspent amount from all sources.

2.5 Subject to the funding provisions of this Agreement, Canada shall reimburse to [/:Name] any shortfall in Set Funding for any Activity that is described in the Delivery Requirements as being subject to full reimbursement.

3. Fixed Funding

3.1 [/:Name] may only expend Fixed Funding:

1. for each of the Activities for which it is allocated in Schedule 3 under the heading Fixed Funding (or FIXED) or reallocated in accordance with this section; and
2. in accordance with the terms and conditions of this Agreement for those Activities, including those set out in the Delivery Requirements.

3.2 Unless Schedule 4 or Schedule 6 provides otherwise, [/:Name] may reallocate any Fixed Funding for a Budget Activity set out in Schedule 3, among any Functional Areas of that Budget Activity during a Fiscal Year, provided that the Activities corresponding to those Functional Areas are delivered in that Fiscal Year.

3.3 Subject to subsection 3.4, if [/:Name] has not expended all Fixed Funding that is allocated or has been reallocated for an Activity for that Fiscal Year, [/:Name] shall repay the unspent amount to Canada. If Cost-Sharing applies to the Activity, [/:Name] shall instead repay to Canada an amount, proportional to Canada's funding share, of the unspent amount.

3.4 Subject to paragraph 29.2(c) of the main body of this Agreement, [/:Name] may retain and spend any unexpended Fixed Funding from a Fiscal Year in respect of an Activity ("unspent amount") in the following Fiscal Year, or within 1 year after the expiry of this Agreement if that is the year following the accumulation of the unspent amount, if the following conditions are met:

1. If Delivery Requirements for the Activity in respect of which there is an unspent amount have not been completed, [/:Name] spends the unspent amount:
   1. on the same Activity; or
   2. on a different Activity in accordance with a plan for expenditure for the unexpended amount that is submitted by [/:Name] to Canada within 120 days after the end of that Fiscal Year and that Canada accepts by way of notice to [/:Name];
2. If all Delivery Requirements for the Activity in respect of which there is an unspent amount have been completed, [/:Name] spends the unspent amount:
   1. on an Activity that is similar to and has the same purpose as the Activity for which the Fixed Funding was provided; or
   2. on a different Activity in accordance with a plan for expenditure for the unexpended amount that is submitted by [/:Name] to Canada within 120 days after the end of that Fiscal Year and that Canada accepts by way of notice to [/:Name]; and
3. [/:Name] reports on its expenditure of the unexpended amount in accordance with the Reporting Guide.

4. Flexible Funding

4.1 [/:Name] may only expend Flexible Funding:

1. for each of the Activities for which it is allocated in Schedule 3 under the heading Flexible Funding (or FLEX) or reallocated in accordance with this section; and
2. in accordance with the terms and conditions of this Agreement for those Activities including those set out in the Delivery Requirements.

4.2 Unless Schedule 4 or Schedule 6 provides otherwise, [/:Name] may reallocate any Flexible Funding among any other Functional Areas that have Flexible Funding that falls under the same Program Inventory (and within the same Program Service Area), during a Fiscal Year, provided that all Mandatory Activities, funded by Flexible Funding are delivered in that Fiscal Year.

4.3 Subject to paragraph 29.2(c) of the main body of this Agreement, if at the end of a Fiscal Year other than the final Fiscal Year, [/:Name] has not expended all Flexible Funding for that Fiscal Year, [/:Name] may retain the unspent amount for expenditure in a subsequent Fiscal Year if all of the following conditions are met:

1. [/:Name] expends the unexpended Flexible Funding:
   1. on an Activity that is similar to and has the same purpose as the Activity for which the Flexible Funding was provided; or
   2. in accordance with a plan for expenditure of the unexpended Flexible Funding that is submitted by [/:Name] to Canada within 120 days after the end of that Fiscal Year and that Canada accepts by way of notice to [/:Name]; and
2. [/:Name] reports on its expenditure of the unexpended Flexible Funding in accordance with the Reporting Guide.

4.4 Subject to subsection 4.3, following any reallocation permitted in this section, [/:Name] shall repay any unexpended Flexible Funding following the expiry or termination of this Agreement. If Cost-Sharing applies to the Activity, [/:Name] shall instead repay to Canada an amount, proportional to Canada's funding share, of the unspent amount from all required sources.

5. Grant Funding

5.1 [/:Name] may only expend the Grant Funding for the Activities for which it is allocated in Schedule 4 under the heading Grant Funding.

5.2 Subject to paragraph 29.2(c) of the main body of this Agreement, [/:Name] may retain any unexpended Grant Funding in a subsequent Fiscal Year and after the expiry of this Agreement.

5.3 If at any time, [/:Name] no longer meets Canada's eligibility requirements for Grant Funding for any Activity, Canada may require [/:Name] to repay to Canada up to the full amount of the Grant Funding paid to [/:Name] for that Activity of the Grant Funding.

1. Application

1.1 This Schedule does not apply to Projects under Schedule 6.

2. Activities Funded by Set, Fixed and Flexible Funding for CIRNAC

[COMMENT]Include the following section and add needed content where Advance Payment applies. If it does not apply, re-number sequential provisions below or insert "Intentionally Omitted" beside this section number[/COMMENT]

3 Advance Payment, if applicable

3.1 Canada will make periodic payments to [name:\] according to the cash flow set out in the Payment Plan in Schedule 3, and if [name:\] meets the following specific requirements/conditions:

(a)

(b)

(c)

[COMMENT] Include the following section and add needed content where Payment Request Requirement applies. If it does not apply, re-number sequential provisions below or insert "Intentionally Omitted" beside this section number [/COMMENT]

4 Payment Request Requirement, if applicable

4.1 [COMMENT] Regions/Programs to include any specific requirements for reimbursement of Actuals/conditions for payments [/COMMENT]

[COMMENT] Include the following section and add needed content only where a "Pool" of funds applies. If it does not apply, re-number sequential provisions below or insert "Intentionally Omitted" beside this section number [/COMMENT]

5 Pooled Funds

5.1 Schedule 3 sets out an amount of ''pooled'' funds that Canada shall pay to [/:Name] after eligible expenditure are made and if [/:Name] meets the following conditions:

(a)

(b)

(c)

[COMMENT] Include the following section when a Hold Back is require. If it does not apply, re-number sequential provisions below or insert "Intentionally Omitted" beside this section number [/COMMENT]

6. Hold Back

6.1 Canada may hold back 10% of the maximum funding; to be released within 45 days of completion of all reports set out in Schedule 5, to the satisfaction of Canada, subject to section 24 of the main body of this Agreement.

Schedule 5: Reporting and due dates

[Regional Office will insert]

PROJECT A