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Contribution Agreement – General Terms and Conditions – Period from 2019-09-20 to 2020-05-03

International Development Assistance Program

Effective: September 19, 2019

• 1 Definitions
• 2 Interpretation
• 3 Amendment
• 4 Assignment
• 5 Successors
• 6 Communication with Canadian Embassies and High Commissions
• 7 Access to Information and Confidential Information
• 8 Public Recognition
• 9 Contractual Commitments with Third Parties
• 10 Subcontracts and Sub-Agreements
• 11 Procurement and Disposal of Assets
• 12 Procurement, purchase and/or donation of drugs and medical supplies and management of waste from health care activities
• 13 Monitoring and Evaluation
• 14 Financial Records and Audit
• 15 Termination or Suspension for Convenience
• 16 Default and Remedies
• 17 Dispute Resolution
• 18 Indemnification
• 19 Intellectual Property
• 20 Overpayment, Repayment and Recovery of the Contribution
• 21 Right of Set-Off
• 22 Declarations and Guarantees
• 23 Code of Conduct and Non-Discrimination
• 24 Liability and Security
• 25 Status of the Organization
• 26 Appropriation
• 27 Health Protection for Personnel Assigned Abroad
• 28 Briefings
• 29 Capacity Building of the Beneficiary of the Project on Financial Management

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 .

“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

• 2.1 Unless otherwise specified in the Agreement, words importing the singular include the plural and vice-versa and words importing gender include all genders;
• 2.2 Links in the Agreement that direct to policies and material published by the former Canadian International Development Agency (CIDA) continue their applicability.

3. Amendment

• 3.1 With the exception of Sub-Article 3.2 below, no amendment, including changes made to the scope or nature of the Project or to intermediate outcomes, is valid unless it is in writing and signed by the Parties;
• 3.2 Other changes shall be subject to approval by the Department either through the Annual Work Plan(s) or reports in accordance with Appendix D of the Contribution Agreement. Any changes to the budget shall be made in accordance with Sub-Article 1.2 of Project Budget – Appendix C.

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

• 7.1 Access to Information
  All information provided by the Organization will be treated in accordance with the Access to information Act and the Privacy Act. The Department may compile and publish statistics based on information contained in the Agreement and arising from its performance. The Department may publish the Organization's name and address, the amount of the Contribution, the type of activities funded, the title of the Project and the name of the recipient country.
• 7.2 Confidential Information
  The Organization shall not disclose any confidential information or document, nor make use of any intellectual property rights subject-matter that it becomes aware of or takes possession of during the implementation of the Project, without having obtained written approval from the appropriate authority that can release it from the obligation to confidentiality. Upon the Department's request, the Organization shall provide the Department with a copy of the approval obtained.

8. Public Recognition

• 8.1 In consultation with the Department, the Organization shall ensure visibility and provide public recognition of Canada’s support to the Project in publications, speeches, press releases, websites, social media or other communication material. This shall be done in a manner compliant with .
• 8.2 The Organization shall plan for, and report on its public recognition activities in accordance with the reporting requirements of the Agreement. The Organization shall supply the Department with a copy of any written or electronic material acknowledging the Department’s support or information on their public recognition activities. The Department may provide content and input into any supporting communication material.
• 8.3 The Organization shall provide at least fifteen (15) days advance notice to the Department, unless otherwise agreed upon, of any planned initial public announcement of Canada’s support. Prior to the initial announcement or until such time that the Department publishes the Project in the public domain, communications activities shall be limited to routine communications associated with Project implementation. The Department shall have the right to make the initial public announcement or participate in any official ceremony, public event or announcement made by the Organization.
• 8.4 All public materials issued jointly by the Department and the Organization must be judged acceptable by both Parties and will be made available in both English and French.
• 8.5 After consultation, the Department or the Organization may request to cease all public recognition activities inter alia for security, programming or other compelling reasons. The Department and the Organization will consult each other to determine when the public recognition activities may resume.

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

• 10.1 Subcontracts and Sub-Agreements shall be in written form and shall be consistent with the provisions of the Agreement and include the necessary clauses to ensure the fulfilment of the Organization’s obligations under this Agreement, including the requirements of Article 7 – Access to Information and Confidential Information, Article 14 – Financial Records and Audit, Article 19 - Intellectual Property and Article 22 – Declarations and Guarantees. The Organization shall retain these agreements and supporting documents relating to their performance. These are subject to audit by the Department and its representatives as per Article 14 – Financial Records and Audit below.
• 10.2 Sub-Agreements shall also contain, at a minimum, the following provisions
1. Clear description of the purpose of the funding and the roles and responsibilities of the parties, including financial responsibilities;
2. Requirement that the Ultimate Recipient retains books, records and any supporting documents related to the funding, including Eligible Costs, for three (3) years following the termination or the expiry of the Agreement and the Organization’s and the Department’s or the Auditor General’s right to have access to such documentation for monitoring, audit and evaluation purposes;
3. Authorization for the Organization to provide the Department with copies of any reviews, evaluation or audit reports;
4. The Department’s and the Auditor General’s rights to access the Ultimate Recipient’s premises or any other premises where activities are taking place, for monitoring and audit purposes;
5. Description of the Eligible Costs, the reporting and monitoring requirements, consistent with the Agreement;
6. Obligations of the Ultimate Recipient with regards to public recognition of the Department funding, consistent with the Agreement;
7. Remedies and termination, including automatic termination in the event that the Agreement is terminated.

11. Procurement and Disposal of Assets

• 11.1 The Organization shall be responsible and accountable for the procurement of goods, equipment and services for the Project and shall respect the principles of transparency, integrity, competition, fairness and value for money. The Organization shall maintain procurement files containing the relevant procurement documentation.
• 11.2 Assets acquired with the Contribution are to be used for the purposes of the Project and it is the responsibility of the Organization to take proper care of and ensure the security of such assets. In accordance with the approved Disposal of Asset Plan in Appendix D, the Organization shall dispose before the end of the Project of the assets which have an estimated lifespan greater than one year at the time of disposal in one or more of the following manners:
  1. Transfer to the beneficiaries identified in the list mentioned in Sub-Article 11.3 below;
  2. Transfer to another project funded by the Department;
  3. Sale through public tender/auction and the proceeds of the sale to be reinvested in the Project or returned to the Receiver General of Canada, through the Department; or
  4. An alternate disposal method agreed by the Department.
• 11.3 Where the Organization disposes of the assets, the following procedures shall be followed and documented in the final report:
1. An inventory list of assets, including all applicable guarantees, and any Work created under the Agreement, where applicable, shall be prepared, identifying the beneficiaries;
2. Written confirmation that the transfer has been made, duly signed by the Organization and the beneficiary (ies).

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

• 12.1 The procurement, purchase and/or donation of drugs and medical supplies shall be:
  • 12.1.1 carried out in accordance with the World Health Organization (WHO)’s  () applicable at the time.
  • 12.1.2 carried in accordance with the WHO’s  () applicable at the time.
  • 12.1.3 The Organization shall obtain all required licences or authorizations related to the importation and exportation of drugs and/or medical supplies, their storage, labelling and distribution in Canada and abroad as well as comply with all requirements related to such activities.
  • 12.1.4 The Organization shall report to the Department on all activities related to the purchase or donation of drugs, as well as their distribution.
• 12.2 The procurement of medical supplies and materials shall be guided by the principles of minimization, reuse and recycling described in WHO’s applicable at the time.

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 Agreement 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

• 14.1 The Department reserves the right to audit the Project at any time during the implementation of the Project and for three (3) years following the expiry or early termination of the Agreement. The Organization shall maintain and retain, for such period of time, separate accounting, financial records and original Supporting Documents to account for the total funds budgeted for the implementation of the Project and for expenses related to the implementation, including those of its Subcontractors, Local Partners and Ultimate Recipients.
• 14.2 The Organization shall make these records and all other information necessary to ensure compliance with the terms and conditions of the Agreement, including those in the possession of third parties, available for audit and examination by the Department and/or the Auditor General of Canada as per Sub-Article 7.1 of the Auditor General Act, or their respective authorized representatives. The Organization shall afford, at its own expense, the Department, the Auditor General of Canada or their respective authorized representatives, the proper facilities required for such an audit. The Organization's expenses associated with an audit are not recoverable from the Department.

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

• 16.1 The Department may declare the following to be defaults under the Agreement:
  1. In the Department’s opinion, a term, condition, commitment or obligation provided for in the Agreement has not been respected or complied with;
  2. The Organization becomes bankrupt or insolvent or is placed in receivership or takes the benefit of any statute relating to bankrupt and insolvent debtors, or is subject to an order made or a resolution passed for the winding-up of its operations;
  3. There is a change in risk associated with the Organization or the Project;
  4. The Organization, either directly or through its representatives, makes or has made a false or misleading statement or representation to the Department in respect of any matter related to this Agreement other than in good faith;
  5. The Organization has either directly or through its employees, agents or representatives committed or allowed to be committed, either: i) willfully or with gross negligence or ii) without having taken all the reasonable steps to prevent the situation or iii) without having made its reasonable efforts to monitor, a fraud, a corrupt practice or a misuse of funds, or is not compliant with Sub-Article 22.3- Fraud and Corruption below, as determined by the Department in its sole discretion, and
  6. The Organization is no longer eligible under the program’s eligibility criteria.
• 16.2 In the event of a default, the Department reserves the right to:
  1. Reduce the contribution level, withhold or suspend any payments or make any alternate arrangements;
  2. Rescind the Agreement and immediately terminate any financial obligation arising out of it;
  3. Require the repayment of amounts already paid.
• 16.3 The fact that the Department refrains from exercising a remedy or any right herein shall not be considered to be a waiver of such remedy or right and, furthermore, partial or limited exercise of a remedy or right shall not prevent the Department in any way from later exercising any other remedy or right under this Agreement or other applicable law.

17. Dispute Resolution

• 17.1 The Parties agree to attempt to resolve any dispute through negotiation, or through any mutually agreed other appropriate alternate resolution process.
• 17.2 Notwithstanding Sub-Article 17.1 above, the Parties maintain the right to seek legal recourse through a court having relevant jurisdiction.

18. Indemnification

The Organization shall, both during and following the termination or expiry of the Agreement, save harmless and indemnify Her Majesty, her employees and her 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 Her Majesty, her employees or agents.

19. Intellectual Property

• 19.1 All intellectual property rights are vested to the Organization.
• 19.2 The Organization hereby grants Canada, the Beneficiaries of the Project and any person designated by the Department, notably in the disposal of assets plan, a worldwide, perpetual, irrevocable, non-exclusive, non-commercial, free-of-charge and royalty-free license, authorizing them to exercise all of the intellectual property rights in the Work and which:
  1. authorizes them to do the acts reserved to the owner by the national law applicable to the Work or, if there is no law in a country where the license is exploited, the acts reserved to the owner by the applicable law in Canada; and
  2. grant a free-of-charge and royalty-free sublicense to any person, authorizing the sub-licensee to do any or all of the acts mentioned in paragraph a).
• 19.3 The Organization declares and warrants that the Work, and the exercise of the intellectual property rights granted under the Agreement, in no way infringe upon the intellectual property rights of others or upon the legislation in force;
• 19.4 The obligations contained in this section must be reproduced in all Sub-Agreements and Subcontracts.

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 . Any such amount is a debt due to Her 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 Her 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 Her Majesty and the Organization.

22. Declarations and Guarantees

• 22.1 Power and Authority
  The Organization declares and guarantees that it is duly incorporated or legally constituted, that it is in good standing with the laws and has the power and authority to carry on its business, to hold property and to enter into this Agreement and undertakes to take all necessary action to maintain itself in good standing and to preserve its legal capacity during the term of this Agreement.
• 22.2 No Pending Suits or Actions
  The Organization declares and guarantees that it is under no obligation or prohibition, nor is it subject to or threatened by any actions, suits or proceedings that could or would prevent compliance with this Agreement and undertakes to advise the Department forthwith of any such occurrence during the term of the Agreement.
• 22.3 Fraud and Corruption
• 22.3.1 The Organization acknowledges that it has rules and policies to adequately implement internal controls, in regards to anti-corruption, anti-fraud, anti-bribery and other situations of misuse of funds.
• 22.3.2 As signatory of the Organisation for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (1997), and the United Nations Convention Against Corruption (UNCAC, 2007), the Government of Canada is committed to the fight against corruption, fraud and bribery. Therefore, the Department reserves the right to take any appropriate action to address such practices, including recovering resources lost, suspending or terminating the Agreement.
• 22.3.3 The Organization declares and guarantees that no offer, gift or payment, consideration or benefit of any kind, which constitutes an illegal or corrupt practice, has been or will be made to anyone by the Organization, either directly or indirectly, as an inducement or reward for the award or execution of the Agreement.
• 22.3.4 The Organization declares and guarantees that neither the Organization, nor its employees involved in the Project:
  1. were convicted during a period of three (3) years prior to and since the submission of the Project proposal, by a court of law in Canada or in any other jurisdiction for an offence involving fraud, bribery or corruption or;
  2. are under sanction, for an offence involving fraud, bribery or corruption, imposed by a government, an international governmental organization or an organization providing development assistance.
• 22.3.5 The Organization declares and guarantees that it has taken all reasonable steps to assure itself that neither its Local Partners nor its Subcontractors, nor its Local Partners’ or Subcontractor’s employees involved in the Project:
  1. were convicted during a period of three (3) years prior to and since the submission of the Project proposal, by a court of law in Canada or in any other jurisdiction for an offence involving fraud, bribery or corruption or;
  2. are under sanction, for an offence involving fraud, bribery or corruption, imposed by a government, an international governmental organization or an organization providing development assistance
• 22.3.6 The Organization shall notify the Department immediately of any allegation or actual case of misuse of funds, fraud, bribery, corruption or financial irregularity which may involve the Department’s funding or which could put the Department’s funding at risk. The Organization shall immediately provide to allegations@international.gc.ca with a copy to the Department’s representative identified in the Agreement, a written summary of such event including a description of the event, the amount involved, the actions taken or to be taken by the Organization to resolve the issue and any additional information that will assist the Department in its determination of the way forward. In addition, the Organization shall submit an update of its Declarations and Guarantees Form (PDF, 169kb), available on the Department’s website at .
• 22.3.7 The Organization shall include a corresponding provision in any Subcontract and Sub-Agreement that the Organization enters into for the purposes of the Project.
• 22.4 Anti-Terrorism
  • 22.4.1 The Organization declares and guarantees that the funding for the purposes of the Project will not knowingly be used to benefit terrorist groups or individual members of those groups, or for terrorist activities, either directly or indirectly, as defined in the Criminal Code R.S.C., 1985, c. C-46 or those appearing on the Consolidated United Nations Security Council Sanctions List, as modified during the term of this Agreement. The Organization shall notify the Department immediately if it is unable to complete the Project as a result of terrorism-related concerns by submitting an updated Declarations and Guarantees Form (PDF, 169kb);
  • 22.4.2 The Organization is responsible for consulting all relevant lists, even if the web addresses provided are no longer valid, in order to stay informed of the listed terrorist groups and their members and must ensure that the Contribution of the Department does not benefit any listed terrorist entity and their members, any sanctioned groups or persons. Entities or individuals listed as terrorists can be found at the following web addresses :
    3. The United Nations Security Council Consolidated Sanctions List is available on the  to implement the sanction measures imposed by the United Nations Security Council pursuant to resolutions 1267 (1999), 1989 (2011) and 2253 (2015) concerning ISIL (Da’esh), Al-Qaida, and associated individuals, groups, undertakings and entities, and pursuant to resolution 1988 (2011) concerning the Taliban and associated individuals;
  • 22.4.3 The Department will inform the Organization in writing if it has identified implementing partner(s) that are associated directly or indirectly with terrorism. In such instance, the Department will determine an appropriate course of action, including suspension or termination of this Agreement.
  • 22.4.4 The Organization shall include a corresponding provision in any Subcontract or Sub-Agreement that the Organization enters into for the purposes of the Project.
• 22.5 International Sanctions
  • 22.5.1 The Organization declares and guarantees that the funding for the purposes of the Project will not knowingly be used, either directly or indirectly, to do business with countries or persons subject to sanctions imposed by Canada or the United Nations under the Special Economic Measures Act , S.C. 1985, c. 17, the United Nations Act, S.C. 1985, c. U-2, the Export and Import Permits Act, S.C. 1985, c. E-19, Justice for Victims of Corrupt Foreign Officials Act, S.C. 2017, c. 21, and all other international conventions related to sanctions to which Canada has adhered.
  • 22.5.2 A general list and more information about current sanctions can be found at: /world-monde/international_relations-relations_internationales/sanctions/index.aspx?lang=eng.
  • 22.5.3 The Organization is responsible for ensuring compliance with the laws and conventions, along with any modifications to them, with respect to sanctions throughout the term of the Agreement.
  • 22.5.4 The Organization must include a similar provision in all Subcontracts and Sub-Agreements it signs for the purposes of the Project.
  • 22.5.5 The Organization shall notify the Department immediately if it is unable to complete the Project as a result of sanctions by submitting an updated Declarations and Guarantees Form (PDF, 169kavailable on the Department’s website. If the Parties cannot agree on a workaround plan, the Agreement will be terminated in accordance with Article 15 – Termination or Suspension for Convenience above.
• 22.6 Sexual Misconduct
• 22.6.1 Recognizing that sexual exploitation and sexual abuse violate universally recognized international legal norms and standards and, aligned with Canada’s commitment to the delivery of international assistance grounded in a human rights framework, the Organization declares and guarantees that it has in place, or will have in place within six (6) months of the Effective Date of the Agreement, and shall maintain in place for the duration of the Agreement, a publicly available code of conduct (the CoC) to prevent, investigate and respond to sexual exploitation and sexual abuse.
• 22.6.2 The CoC shall be integrated across the Organization’s operations and shall, at a minimum, include the following provisions:
  1. Accountability processes integrated throughout the Organization, including roles and responsibilities to ensure monitoring of, and compliance with, the code of conduct;
  2. A mechanism for anonymous and confidential reporting and, fair and confidential investigative procedures to respond to all allegations of sexual exploitation and abuse;
  3. Training on prevention of sexual exploitation and abuse and remedial measures when misconduct is found;
  4. Measures including disciplinary action in cases of serious conduct.
• 22.6.3 The Organization shall provide a written copy of its CoC to all Personnel, Local Partners and Ultimate Recipients, and shall promote protection from sexual exploitation and abuse. The Organization shall ensure that Local Partners and Ultimate Recipients shall either: sign an attestation stating they shall respect the Organization’s CoC , or adopt their own policies and procedures to prevent sexual exploitation and abuse that shall be in keeping with the goals and objectives of the Organization’s code of conduct.
• 22.6.4 For the purpose of this Sub-Article 22.6, the following definitions apply:
  1. Sexual abuse: Actual or threatened physical intrusion of a sexual nature, whether by force or under unequal or coercive conditions. All sexual activity with a child is considered as sexual abuse.
  2. Sexual exploitation: Any actual or attempted abuse of a position of vulnerability, differential power, or trust, for sexual purposes, including, but not limited to, profiting monetarily, socially or politically from the sexual exploitation of another
  3. Protection from sexual exploitation and abuse (PSEA): The term used by the United Nations and non-governmental community to refer to measures taken to protect vulnerable people from sexual exploitation and abuse by their own staff and associated personnel.
• 22.7 Amounts Due to Her Majesty
• The Organization declares and guarantees that at the time of signing the Agreement, it does not have an amount owing to Her Majesty. Should this change during the implementation of the Project, the Organization shall promptly inform the Department by submitting a completed Declarations and Guarantees Form (PDF, 169kavailable on the Department’s website.
• 22.8 Lobbying
• The Organization declares and guarantees that any person lobbying on its behalf, as defined in the Lobbying Act of Canada, R.S.C., 1985, c.33 [4th Supp.], is compliant with that Act.
• 22.9 Conflict of Interest (Canadian Public Office Holders)
• The Organization declares and guarantees that individuals who are subject to the provisions of the Canadian Conflict of Interest Act (S.C. 2006, c. 9, s.2), the Conflict of Interest Code for Members of the House of Commons, the Conflict of Interest Code for Senators, the Conflict of Interest and Post-Employment Code for Public Office Holders, the Department of Foreign Affairs, Trade and Development’s Values and Ethics Code, the Values and Ethics Code for the Public Sector, or any other applicable values and ethics codes cannot and will not derive any direct benefit resulting from the Agreement unless the provision or receipt of such benefit is in compliance with such legislation and codes.

23. Code of Conduct and Non-Discrimination

• 23.1 The Organization shall abide by all applicable laws and conduct its activities in a responsible manner in accordance with fundamental principles, such as respect for human rights, including protection from sexual exploitation and abuse, democratic principles, the rule of law, gender equality and the fight against corruption.
• 23.2 The Organization shall respect the standards of non-discrimination set out in the  and agrees to abide by all governing and applicable laws protecting individuals against any manner of discrimination regardless of location of work and shall not discriminate with respect to individuals’ eligibility to participate in the Project.
   
  The Organization shall refrain from practices or activities which might be prejudicial to the relations between Canada and the recipient country and shall require that all the Personnel, Local Partners and Ultimate Recipients act accordingly.

24. Liability and Security

• 24.1 The Organization is responsible for its own security and ensuring the safety and security of its Personnel. Accordingly, it is the sole responsibility of the Organization to conduct a security assessment and take any and all necessary measures to safeguard its own security and the safety and security of its Personnel. The Department shall assume no responsibility for the security of the Organization or the safety and security of the Organization's Personnel.
• 24.2 For the purpose of Sub-Article 24.1, the term Personnel includes all employees of the Organization and all individuals authorized by the Organization to be involved in the Project, as well as each of their family members, as applicable, but excludes Subcontractors and their employees. The Organization shall ensure that each of its Subcontractors is bound by terms and conditions compatible with and not less favourable to the Department than the terms and conditions of Sub-Article 24.1.

25. Status of the Organization

• 25.1 Nothing in the Agreement has the effect of creating a partnership, joint venture, agency or employment relationship between the Parties.
• 25.2 The Organization shall not represent itself to third parties as the joint venturer, associate, partner, agent, representative or delegate of the Department or the Government of Canada, and shall require that the Personnel, the Ultimate Recipients, or the Local Partners act accordingly.

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

• 27.1 The Organization shall ensure that Personnel assigned abroad for the purpose of the Project, as well as any accompanying dependants, are provided with full information on health maintenance in the recipient country and are physically capable of performing their assigned duties in that country.
• 27.2 The Organization shall ensure that Personnel assigned abroad for the purposes of the Project, as well as any accompanying dependants, have adequate health insurance coverage in accordance with the Organization’s policies and the limits established in the Agreement. All costs associated with the repatriation of Personnel as well as any accompanying dependants for medical reasons are to be exclusively and entirely assumed by the Organization.

28. Briefings

• 28.1 In order to facilitate individual and family adjustment in the recipient country and to promote professional effectiveness, the Department may require that Personnel assigned abroad for the purpose of the Project, as well as accompanying dependants, attend a pre-departure program provided by the Department’s Centre for Intercultural Learning. The Department may also organize a debriefing session at the Centre for Intercultural Learning at the end of the assignment to obtain draw lessons learned during the assignment provide the Organization with valuable feedback that will enable it to improve its methods. In such cases, the Organization shall ensure that these individuals attend such programs.
• 28.2 Payment of Training Costs
  If such costs are not already assumed by the Centre for Intercultural Learning, the Department may reimburse the following training costs associated with the sessions mentioned in Sub-Article 28.1:
  1. the actual cost of the training;
  2. the cost of travel (except international travel), accommodation and meal expenses in accordance with .

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.