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Contribution Agreement – General Terms and Conditions

International Development Assistance Program

Effective: January 10, 2024

1. Definitions

Unless otherwise specified in the Agreement, the expressions listed below shall have the following meanings:

“Arm’s Length Relationship” (Relation sans lien de dépendanc- means a relationship whereby in the implementation of the Project, the Organization has entered into a contract with a Subcontractor and where the Organization and the Subcontractor are independent of each other and are not controlled by the same person or group of persons.

“Canadian Volunteers” (Volontaires canadiens) - means a Canadian citizen, a landed immigrant or a permanent resident of Canada who meets the eligibility criteria for volunteers established in Appendix II of the Overhead Compensation Policy for Contribution Agreements with Canadian Organizations under the International Development Assistance Program.

“Eligible Costs” (Coûts admissibles) - means those costs reasonably and properly incurred and paid by the Organization, the Ultimate Recipients and the Local Partners or in-kind contributions made with respect to the activities set out in Project Description - Appendix A, as itemized in the Project Budget - Appendix C, and in accordance with the principles of Article 1 of Financial Terms - Appendix B.

“Flow-Through Funds” (Fonds de transfert) - means funds included in the Agreement exclusively for providing an administrative mechanism to transfer funds to an Ultimate Recipient for the delivery of a Sub-Project and for which the Organization has administrative and financial management responsibility, but is not responsible for the ultimate results/outcomes of the Sub-Project.

“In-Kind Contribution” (Contribution en natur- means a contribution of materials, goods, services or time to which a dollar value can be attributed, that would otherwise be purchased and paid for by the Organization to achieve the Project results. Those costs must be eligible under the Agreement and must be recorded at a fair value as agreed to by the Department.

“Local Employees” (Employés locaux) - means all individuals that are hired in the recipient country by the Organization or through Local Partners, are citizens or permanent residents of the recipient country, or any individual of another country having a work permit for employment in the recipient country, and are subject to all applicable local laws and policies.

“Local Partner” (Partenaire local) - means an organization established in a recipient country participating in the implementation of the Project pursuant to a Sub-Agreement.

“Personnel” (Personnel) - means all individuals participating in the Project including, but not limited to employees and Subcontractors.

“Sub-Agreement” (Sous-Accor- means the agreement signed between the Organization and an Ultimate Recipient or a Local Partner.

“Subcontract” (Sous-Contrat) - means the contract signed between the Organization and a Subcontractor.

“Subcontractor” (Sous-traitant) - means an individual (other than an Employee), a firm, a for-profit or not-for-profit organization, charitable organization or institution, acting alone or in a consortium, a joint venture, a partnership (limited or otherwise), having entered into a Subcontract with the Organization to undertake activities or perform work to achieve the outputs or outcomes of the Project. The term Subcontractor includes Canadian, international and local consultants.

“Sub-Project” (Sous-Projet) - means the activities that will be carried out by an Ultimate Recipient.

“Supporting Documentation” (Documents à l’appui) - means but is not limited to: original vouchers, invoices, statements of account, receipts, contracts, lease agreements, and timesheets or other data supporting the Organization's actual costs incurred. The term also includes cancelled cheques, bank drafts and other forms of data supporting disbursements.

“Ultimate Recipient” (Bénéficiaire ultim- means the individual or organization that has signed a Sub-agreement and will receive part of the Contribution to carry out a Sub-Project under the Agreement.

“Volunteers” (Volontaires) - Individuals who are not remunerated by the Organization whose services are essential to achieve the Project's results and are eligible under the program’s terms and conditions, and would otherwise be hired/contracted and paid for.

“Work” (Oeuvr- means anything that is created or developed in relation to the Project including designs, reports, photographs, drawings, specifications, plans, tools, resources, computer software, surveys, and Web sites.

2. Interpretation

3. Amendment

4. Assignment

Any assignment of the Agreement carried out without the prior written consent of the Department is null and void.

5. Successors

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

6. Communication with Canadian Embassies and High Commissions

Canadian Personnel working on the Project in a recipient country shall register with the Canadian Embassy or High Commission of this country. The Organization will keep the respective Canadian Embassy or High Commission informed regarding the Project, including the participation of Local Partners. If assistance is needed, the Organization will advise the Canadian Embassy or High Commission in advance of planned stays in the recipient country with regard to the Project.

7. Access to Information and Confidential Information

8. Public Recognition

9. Contractual Commitments with Third Parties

The Department shall not be held liable for any loans, leases, capital leases or any other contractual commitments entered into by the Organization with any third party for the implementation of the Project.

10. Subcontracts and Sub-Agreements

11. Procurement and Disposal of Assets

12. Procurement, purchase and/or donation of drugs and medical supplies

13. Monitoring and Evaluation

The Organization shall permit or cause to be permitted any authorized representative of the Department reasonable access to the site(s) of the Project to inspect and assess the progress of the Project and shall supply upon request such data and information as the Department may reasonably require for monitoring and evaluation purposes. The Department will keep the Organization informed with respect to the results of such inspections and assessments. The Department reserves the right to proceed with a follow-up review, whenever it deems it necessary, during the implementation of the Project and for three (3) years following the expiry or early termination of the Agreement.

14. Financial Records and Audit

15. Termination or Suspension for Convenience

The Department may, by written notice, suspend or terminate for convenience all or part of the Agreement, in which event the Organization shall have no claim against the Department by reason of such termination or suspension other than the reimbursement of reasonable and proper Eligible Costs actually incurred by the Organization up to the date of such termination or suspension, less any sums previously paid on account thereof. The Department may reimburse proper and reasonable relocation costs as provided under the Agreement. The termination or suspension will take effect on the date stipulated in the notice from the Department.

16. Default and Remedies

17. Dispute Resolution

18. Indemnification

The Organization shall, both during and following the termination or expiry of the Agreement, save harmless and indemnify His Majesty, his employees and his agents from and against all claims, losses, damages, costs and expenses or actions or other proceedings made against them in any manner, attributable to any injury, death, damage to or loss of property arising or alleged to arise from the execution of the Project, except to the extent that the injury, death, damage or loss has been caused by the negligence of His Majesty, his employees or agents.

19. Intellectual Property

20. Overpayment, Repayment and Recovery of the Contribution

The Organization shall repay the Receiver General of Canada, through the Department, any amount of the Contribution that exceeds the amount to which the Organization is entitled or any payment made for expenses not eligible under the Agreement, any amounts identified in paragraph 16.2 and any balance not disbursed or recognized. The Organization shall repay the Department, within the time specified in the notice requesting such repayments, the amount of the Contribution disbursed or the amount of the overpayment or any disallowed costs, as the case may be. Interest shall be charged on any overdue amount in accordance with Treasury Board of Canada’s Interest and Administrative Charges Regulations. Any such amount is a debt due to His Majesty and is recoverable as such.

21. Right of Set-Off

The Department reserves the right to set off any amount which the Organization owes to His Majesty against any amount payable to the Organization. This Article does not restrict any right of set-off given by law or by any provision of the Agreement, or of any other agreements between His Majesty and the Organization.

22. Declarations and Guarantees

23. Code of Conduct and Non-Discrimination

24. Liability and Security

25. Status of the Organization

26. Appropriation

Any payment to be made by the Department is subject to there being an appropriation by the Parliament of Canada for the fiscal year in which the payment is to be made. If the appropriation is changed by Parliament or if funds are not available for any other reason, the Contribution may be reduced or the Agreement terminated, by notice sent to the Organization.

27. Health Protection for Personnel Assigned Abroad

28. Briefings

29. Capacity Building of the Beneficiary of the Project on Financial Management

To improve Project implementation, the Department may conduct capacity building on financial management activities for the Beneficiary of the Project after the signature of the Agreement. The objective of the activities is to review the terms and conditions of the Agreement with the Organization, and to ensure that the Organization's financial management of the Project can be done efficiently and in accordance with the requirements of the Agreement. The Organization agrees to allow for the activities and to provide the Department’s authorized representatives with the facilities, personnel, and any information required for the purposes of the activities, at no costs.

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