Contract   General Service Agreement Schedule F –

contract #  general service agreement schedule f – additional terms (2018 version for use with general service agreement, between th

Contract # 
General Service Agreement
Schedule F – Additional Terms
(2018 version for use with General Service Agreement, between the
Province and B.C.’s Public Universities)
1.
Despite Section 13.16 of this Agreement, the Contractor and the
Province agree that Sections 3.6, 3.8, 5, 6.4(b), 11, and 13.14 of
the Agreement are deleted.
2.
The Province will indemnify and save harmless the Contractor, its
Board of Governors, directors, officers, employees, faculty,
students and agents from and against any and all losses, claims,
damages, actions, causes of action, costs and expenses that the
Contractor, its Board of Governors, directors, officers,
employees, faculty, students and agents may sustain, incur, suffer
or put to at any time either before or after the expiration or
termination of this Agreement, where the same or any of them are
based upon, arise out of or occur, directly or indirectly, by
reason of any act or omission of the Province, or of any agent,
employee, officer, or director of the Province pursuant to this
Agreement.
3.
The Contractor will treat as confidential all information or
material which are clearly marked as confidential or proprietary
when first disclosed (“Confidential Information”) by the Province
and supplied to or obtained by the Contractor, or any
sub-contractor, under this Agreement and will not, without the
prior written consent of the Province, except as required by
applicable law, permit its disclosure except to the extent that
such disclosure is necessary to enable the Contractor to fulfill
its obligations under this Agreement. Confidential Information may
also include information furnished during discussions or oral
presentations if it is conspicuously identified as proprietary at
the time and then transcribed or confirmed in writing within
thirty (30) days, specifically describing what portions of such
information is considered to be proprietary or confidential.
However, the Contractor is under no obligation to maintain the
confidentiality of Confidential Information which the Contractor
can show:
a.
is or subsequently becomes generally available to the public
through no act or fault of the Contractor;
b.
was in the Contractor’s possession prior to its disclosure by the
Province to the Contractor;
c.
was lawfully acquired by the Contractor from a third party who was
not under an obligation of confidentiality to the Province;
d.
is required by an order of a legal process to disclose, provided
that the Contractor gives the Province prompt and reasonable
notification of such requirement prior to disclosure; or
e.
was independently developed by the Contractor’s employees, agents
or consultants who had no knowledge of or access to the Province’s
information as evidenced by the Contractor’s records.
4.
The Contractor is entitled to a Goods and Services Tax rebate from
the Federal Government and will, therefore, charge to the Province
only the non-refundable portion of the Goods and Services Tax, as
applicable to the Services.
5.
The Contractor must not knowingly allow its research personnel
involved in performing the Services, to provide any services to
any person in circumstances that could give rise to a conflict of
interest between their duties to that person and their duties to
the Province under this Agreement.
6.
Any of the following events will constitute an Event of Default,
namely:
(a) the Contractor fails to comply with any material provision of this
Agreement;
(b) any representation or warranty made by the Contractor in accepting
this Agreement is untrue or incorrect; or
c.
any information, statement, certificate, report or other document
furnished or submitted by or on behalf of the Contractor pursuant
to or as a result of this Agreement is untrue or incorrect.
7.
Either party may terminate this Agreement for any reason by giving
at least thirty (30) days written notice to the other party.
8. Upon the occurrence of any Event of Default and at any time
thereafter the Province may, notwithstanding any other provision of
this Agreement, at its option, elect to do any one or more of the
following:
a.
terminate this Agreement, in which case the payment of the
amount required under Section 10 (iv) of this Schedule will
discharge the Province of all liability to the Contractor under
this Agreement;
b.
require the Event of Default be remedied within a time period
specified by the Province;
c.
suspend any instalment of the payments under Schedule B or any
amount that is due to the Contractor while the Event of Default
continues;
d.
waive the Event of Default; and
e.
pursue any other remedy available at law or in equity.
9. The Province may also, at its option, terminate this Agreement
immediately if the Province determines that the Contractor’s failure
to comply places the health or safety of any person conducting the
Services at immediate risk, and the payment of the amount required
under Section 10 of this Schedule will discharge the Province of all
liability to the Contractor under this Agreement.
10. Where this Agreement is terminated before 100% completion of the
Services, the Province will pay to the Contractor all costs and
liabilities, including uncancellable commitments, relating to the
Services which have been incurred by the Contractor, not to exceed the
Maximum Amount specified in Schedule B, as of the date of receipt of
notice of termination or the date of termination, whichever is later.
11. The Province hereby grants the Contractor a perpetual
non-exclusive, irrevocable, world-wide, fully paid up and royalty-free
license to use, make, copy, translate, practice, produce, distribute,
or further develop the Produced Material for scientific, educational,
public good and other non-commercial uses.
12.
In addition to Section 11, with the prior approval of the
Province, which will not be unreasonably withheld, the Contractor
may present publications at symposia, national or regional
professional meetings, or publish in journals or other
publications, accounts of the work pertaining to this Agreement.
Publications, conference presentations, symposia and all other
dissemination of material pertaining to the Services will
recognize the Ministry of .
13.
At the expiry or earlier termination of this Agreement, the
Province may, at its sole discretion, negotiate with the
Contractor to provide to the Contractor a license (which may be
exclusive or non-exclusive) for the Contractor to use, reproduce,
modify or distribute some or all of the Produced Material for
commercial purposes.
12.
In addition to Section 13.8 of this Agreement, the provisions
contained in this Schedule continue in force indefinitely even
after this Agreement ends.
12.
The indemnity granted by the Contractor under this Agreement has
been approved in accordance with the Financial Administration Act,
Guarantees and Indemnities Regulation 1.1(b) under Indemnity
No.20188485. The indemnity granted by the Province to the
Contractor is approved in accordance with the Financial
Administration Act, Guarantees and Indemnities Regulation 1(b)
under Indemnity No. 20188677.
12.
The Contractor makes no representations or warranties, either
express or implied, with respect to any data or results arising
from the services. The Contractor specifically disclaims any
implied warranty of non-infringement or merchantability or fitness
for a particular purpose and will in no event be liable for any
loss of profits, be they direct, consequential, incidental, or
special or other similar or like damages arising from any defect,
error or failure to perform, even if the institution has been
advised of the possibility of such damages. The Province hereby
acknowledges that the services are of an experimental and
exploratory nature, that no particular results can be guaranteed,
and that it has been advised by the Contractor to undertake its
own due diligence with respect to all matters arising from this
Agreement. This section 16 will survive termination or expiration
of this Agreement.