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Contribution Agreement – General Terms and Conditions

Effective: December 11, 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 dépendance) - means a relationship whereby in the implementation of the Project, the Recipient has entered into a contract with a Subcontractor and where the Recipient 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 Canadian citizens, landed immigrants or  permanent residents of Canada who meet the eligibility criteria for volunteers established in Appendix II of the .

“DFATD” (MAECD) - means Department of Foreign Affairs, Trade and Development.

“Eligible Costs” (Coûts admissibles) - means those costs reasonably and properly incurred and paid by the Recipient, 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 Recipient has administrative and financial management responsibility, but is not responsible for the ultimate results/outcomes of the Sub-Project.

“In-Kind Contribution” (Contribution en nature) - 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 Recipient 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 DFATD.

“Local Employees” (Employés locaux) - means all individuals that are hired in the recipient country by the Recipient 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.

“Recipient” or “Organization” (“Bénéficiaires” ou “Organisation”) – means an entity (including an individual) with a legal personality recognized in domestic or international law, or a consortium that has signed the Agreement with DFATD to receive funding for implementing the Project. The entity or consortium is responsible for all performance and financial reporting related to the Project and is accountable to DFATD. 

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

“Subcontract” (Sous-Contrat) - means the contract signed between the Recipient 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 Recipient 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 Recipient's actual costs incurred. The term also includes cancelled cheques, bank drafts and other forms of data supporting disbursements.

“Ultimate Recipient” (Bénéficiaire ultime) - 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 Recipient 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” (Oeuvre) - 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. As applicable, links in the Agreement that direct to policies and material published by the former Canadian International Development Agency (CIDA) continue to apply.

3. Assignment

The Agreement shall not be assigned, in whole or in part, without the prior written consent of DFATD. Any assignment made without such prior written consent is void and of no effect.

4. Successors

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

5. Access to information and confidential information

5.1. Access to information

The Parties agree that the Agreement and information with respect to the Project and arising from the implementation of the Project will be disclosed in accordance with the Parties’ respective access to information, privacy and disclosure regulations, rules, policies, procedures and laws. All information provided by the Recipient will be treated by DFATD in accordance with the and the . DFATD may compile and publish statistics based on information contained in the Agreement and arising from its performance. DFATD may publish the Recipient'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.

5.2. Confidential information

The Parties shall mutually ensure that any information of a confidential nature will be treated as confidential. Any documents that one Party provides to the other and which it considers to be confidential in nature shall be clearly marked as such. The Parties shall use all reasonable efforts to protect the confidential information from disclosure to any third party. Such efforts will be governed by the Parties’ respective regulations, rules, policies, procedures and laws. The Parties shall not disclose any confidential information or document, without having obtained written approval from the appropriate authority that can release it from the obligation to confidentiality. Either Party may request the other to provide a copy of the approval obtained.

6. Contractual commitments with third parties

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

7. Subcontracts and sub-agreements

7.1. 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 Recipient’s obligations under the Agreement, including the requirements of Article 5 – Access to Information and Confidential Information, Article 11 – Financial Records and Audit, Article 16 - Intellectual Property and Article 19 – Declarations and Guarantees. The Recipient shall retain these agreements and supporting documents relating to their performance. These are subject to audit by DFATD and its representatives as per Article 11 – Financial Records and Audit below.

7.2. 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 Recipient’s and DFATD’s or the Auditor General’s right to have access to such documentation for monitoring, audit and evaluation purposes;
  3. Authorization for the Recipient to provide DFATD with copies of any reviews, evaluation or audit reports;
  4. DFATD’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 DFATD funding, consistent with the Agreement; and
  7. Remedies and termination, including automatic termination in the event that the Agreement is terminated.

8. Procurement and disposal of assets

8.1. The Recipient 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 Recipient shall maintain procurement files containing the relevant procurement documentation.

8.2. Assets acquired with the Contribution are to be used for the purposes of the Project and it is the responsibility of the Recipient 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 Recipient 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 8.3 below;
  2. Transfer to another project funded by DFATD;
  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 DFATD; or
  4. An alternate disposal method agreed by DFATD.

8.3. Where the Recipient 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 beneficiary(ies);
  2. Written confirmation that the transfer has been made, duly signed by the Recipient and the beneficiary(ies).

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

9.1. The procurement, purchase and/or donation of drugs and medical products and supplies shall be:

9.1.1. Carried out in accordance with the World Health Organization (WHO)’s Revised 2010 applicable at the time.

9.1.2. Carried in accordance with the WHO’s applicable at the time.

9.1.3. The Recipient shall obtain all required licences or authorizations related to the importation and exportation of drugs and/or medical products and supplies, their storage, labelling and distribution in Canada and abroad as well as comply with all requirements related to such activities.

9.1.4. The Recipient shall report to DFATD on all activities related to the purchase or donation of drugs, as well as their distribution.

9.2. The procurement of medical products and supplies and materials shall be guided by the principles of minimization, reuse and recycling described in WHO’s applicable at the time.

10. Monitoring and evaluation

Results of any monitoring and evaluations carried out by the Recipient with funds from the Contribution shall be shared by the Recipient with DFATD and key stakeholders. DFATD retains the rights to monitor and /or evaluate the Project using its own resources or by retaining an external monitor/evaluator up to three (3) years following the expiry or early termination of the Agreement. The Recipient shall permit or cause to be permitted any authorized representative of DFATD reasonable access to the site(s) of the Project to monitor and evaluate the progress of the Project and shall supply upon request such data and information as DFATD may reasonably require for monitoring and evaluation purposes. DFATD will share the results of such monitoring and evaluation exercises with the Recipient.

11. Financial records and audit

11.1. DFATD 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 Recipient 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.

11.2. The Recipient 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 DFATD and/or the Auditor General of Canada as per Sub-Article 7.1 of the , or their respective authorized representatives. The Recipient shall afford, at its own expense, DFATD, the Auditor General of Canada or their respective authorized representatives, the proper facilities required for such an audit. The Recipient's expenses associated with an audit are not recoverable from DFATD.

12. Termination or suspension for convenience

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

13. Default and remedies

13.1. DFATD may declare the following to be defaults under the Agreement:

  1. In DFATD’s opinion, a term, condition, commitment or obligation provided for in the Agreement has not been respected or complied with;
  2. The Recipient 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 or the Recipient is dissolved;
  3. There is a change in risk associated with the Recipient or the Project;
  4. The Recipient, either directly or through its representatives, makes or has made a false or misleading statement or representation to DFATD in respect of any matter related to the Agreement other than in good faith;
  5. The Recipient 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 19.3- Fraud and Corruption below, as determined by DFATD in its discretion; and,
  6. The Recipient is no longer eligible under the program’s eligibility criteria.

13.2. In the event of a default, DFATD 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.

13.3. The fact that DFATD 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 DFATD in any way from later exercising any other remedy or right under the Agreement or other applicable law.

14. Dispute resolution

14.1. The Parties agree to attempt to resolve any dispute through negotiation, or through any mutually agreed other appropriate alternate resolution process.

14.2. Notwithstanding Sub-Article 14.1 above, the Parties maintain the right to seek legal recourse through a court having relevant jurisdiction.

15. Indemnification

The Recipient 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.

16. Intellectual property

16.1. All intellectual property that arises out of Project shall be owned by the Recipient or by a third party as set out in an agreement between the Recipient and such third party.

16.2. The Recipient hereby grants Canada and the beneficiaries of the Project a worldwide, perpetual, irrevocable, non-exclusive, non-commercial, sublicensable free-of-charge and royalty-free license, authorizing them to exercise all of the intellectual property rights in the Work and which 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.

16.3. The Recipient 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.

16.4. The obligations contained in this section must be reproduced in all Sub-Agreements and Subcontracts.

17. Overpayment, repayment and recovery of the contribution

The Recipient shall repay the Receiver General of Canada, through DFATD, any amount of the Contribution that exceeds the amount to which the Recipient is entitled or any payment made for expenses not eligible under the Agreement, any amounts identified in paragraph 13.2 and any balance not disbursed or recognized. The Recipient shall repay DFATD, 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 His Majesty and is recoverable as such.

18. Right of set-off

DFATD reserves the right to set off any amount which the Recipient owes to His Majesty against any amount payable to the Recipient. 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 Recipient.

19. Declarations and guarantees

19.1. Power and authority

The Recipient 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 the Agreement and undertakes to take all necessary action to maintain itself in good standing and to preserve its legal capacity during the term of the Agreement.

19.2. No pending suits or actions

The Recipient 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 the Agreement and undertakes to advise DFATD forthwith of any such occurrence during the term of the Agreement.

19.3. Fraud and corruption

19.3.1. The Recipient 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.

19.3.2. 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, DFATD reserves the right to take any appropriate action to address such practices, including recovering resources lost, suspending or terminating the Agreement.

19.3.3. The Recipient 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 Recipient, either directly or indirectly, as an inducement or reward for the award or execution of the Agreement.

19.3.4. The Recipient declares and guarantees that neither the Recipient, 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.

19.3.5. The Recipient 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

19.3.6. The Recipient shall notify DFATD immediately of any allegation or actual case of misuse of funds, fraud, bribery, corruption or financial irregularity which may involve DFATD’s funding or which could put DFATD’s funding at risk. The Recipient shall immediately provide to frau-uerf@international.gc.ca with a copy to DFATD’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 Recipient to resolve the issue and any additional information that will assist DFATD in its determination of the way forward. In addition, the Recipient shall submit an update of its Declarations and Guarantees Form, available on DFATD’s website at .

19.3.7. The Recipient shall include a corresponding provision in any Subcontract and Sub-Agreement that the Recipient enters into for the purposes of the Project.

19.4. Anti-terrorism

19.4.1. The Recipient 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 the Agreement. The Recipient shall notify DFATD immediately if it is unable to complete the Project as a result of terrorism-related concerns by submitting an updated Declarations and Guarantees Form.

19.4.2. The Recipient 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 DFATD 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 United Nations Security Council website (), 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.

19.4.3. DFATD will inform the Recipient in writing if it has identified implementing partner(s) that are associated directly or indirectly with terrorism. In such instance, DFATD will determine an appropriate course of action, including suspension or termination of the Agreement.

19.4.4. The Recipient shall include a corresponding provision in any Subcontract or Sub-Agreement that the Recipient enters into for the purposes of the Project.

19.5. Economic sanctions and other trade controls

19.5.1. The Recipient declares and guarantees that funding for the purposes of the Project will not be knowingly used, either directly or indirectly, in a manner that contravenes economic sanctions imposed by Canada and enforced by regulations under the (R.S.C., 1985, c. U-2); the (S.C. 1992, c. 17); the (S.C. 2017, c. 21) as they are amended from time to time, or for activities that would contravene the provisions of the (R.S.C., 1985, c. E-19).  Information on Canadian sanctions and export and import controls can be found at the following links:

19.5.2. The Recipient shall consult the above links to be aware of the foreign governments, persons and activities subject to economic sanctions and other trade controls during the term of the Agreement.

19.5.3. The Recipient shall comply with the legislations and regulations related to economic sanctions and other trade controls, and with any modifications made to them, during the term of the Agreement.

19.5.4. The Recipient shall notify DFATD immediately if it is unable to complete the Project as a result of sanctions or other trade controls by submitting an updated Declarations and Guarantees. The Recipient agrees that if it does not comply with this Article, DFATD will determine an appropriate course of action, including the suspension or termination of the Agreement.

19.5.5. The Recipient shall include a corresponding provision in all Subcontracts and Sub-Agreements it signs for the purposes of the Project.

19.6. Sexual misconduct

19.6.1. Recognizing that sexual exploitation and abuse (SEAH) 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 Recipient declares and guarantees that it has in place, 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 SEAH. If applicable, for International Humanitarian Assistance projects the CoC must be consistent with the core principles identified in the Inter-Agency Standing Committee Plan of Action on Protection from Sexual Exploitation and Abuse in Humanitarian Crises.

19.6.2. The CoC shall be integrated across the Recipient’s operations and shall, at a minimum, include the following provisions, which are based on DFATD’s guiding principles enunciated at Sexual exploitation and abuse in international assistance webpage:

  1. Accountability processes integrated throughout the Recipient’s organization, including roles and responsibilities to ensure monitoring of, and compliance with, the CoC;
  2. A mechanism for anonymous and confidential reporting and, fair and confidential investigative procedures to respond to all allegations of SEAH;
  3. Training on prevention of SEAH and remedial measures when misconduct is found;
  4. Measures including disciplinary action in cases of serious misconduct.

19.6.3. The Recipient shall provide access to its CoC to all Personnel, Local Partners and Ultimate Recipients, and shall promote protection from SEAH. The Recipient shall ensure that all Personnel, Local Partners and Ultimate Recipients shall either: sign an attestation stating they shall respect the Recipient’s CoC or adopt their own policies and procedures to prevent SEAH that shall be in keeping with the goals and objectives of the Recipient’s CoC.

19.6.4. For the purpose of this Sub-Article 19.6, the following definitions apply:

  1. 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.
  2. 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.
  3. Sexual harassment (SH): is any unwelcome sexual advance, request for sexual favour, verbal or physical conduct or gesture of a sexual nature, or any other behaviour of a sexual nature that might reasonably be expected or be perceived to cause offence or humiliation to another when such conduct interferes with work, is made a condition of employment or creates an intimidating hostile or offensive work environment.

19.6.5. The Recipient shall notify DFATD of any credible allegation of SEA in the delivery of Canadian international assistance which may involve DFATD’s funding or which could put DFATD’s funding or reputation at risk within forty-eight (48) hours after determining that an allegation is credible. Accordingly, the Recipient shall submit Part A of the  to PSEA-PEAS@international.gc.ca at the time of the initial allegation of SEA and complete Part B at the conclusion of the investigation or, in the case of lengthy investigation, provide an update in a timely manner. The Recipient should refer to DFATD’s SEA guiding principles to be found at 抖淫视频 expectations for reporting sexual exploitation and abuse in international assistance webpage for any additional information.

19.7. Amounts due to his majesty

The Recipient declares and guarantees that at the time of signing the Agreement, it does not have an amount owing to His Majesty. Should this change during the implementation of the Project, the Recipient shall promptly inform DFATD by submitting a completed Declarations and Guarantees Form available on DFATD’s website. This updated declaration shall form an integral part of the Agreement.

19.8. Lobbying

The Recipient declares and guarantees that any person lobbying on its behalf, as defined in the of Canada, (R.S.C., 1985, c. 44 (4th Supp.)), is compliant with that Act.

19.9. Conflict of interest (Canadian public office holders)

The Recipient declares and guarantees that individuals who are subject to the provisions of the (S.C. 2006, c. 9, s.2), the , the , the , the , 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.

20. Code of conduct and non-discrimination

20.1. The Recipient 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.

20.2. The Recipient shall respect the standards of non-discrimination set out in the when implementing a project 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 Recipient 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.

21. Liability and security

21.1. The Recipient is responsible for its own security and ensuring the safety and security of its Personnel. Accordingly, it is the sole responsibility of the Recipient 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. DFATD shall assume no responsibility for the security of the Recipient or the safety and security of the Recipient's Personnel.

21.2. For the purpose of Sub-Article 21.1, the term Personnel includes all employees of the Recipient and all individuals authorized by the Recipient to be involved in the Project, as well as each of their family members, as applicable, but excludes Subcontractors and their employees. The Recipient shall ensure that each of its Subcontractors is bound by terms and conditions compatible with and not less favourable to DFATD than the terms and conditions of Sub-Article 21.1.

22. No employee or agency relationship

22.1. Nothing in the Agreement has the effect of creating a partnership, joint venture, agency or employment relationship between the Parties.

22.2. The Recipient shall not represent itself to third parties as the joint venturer, associate, partner, agent, representative or delegate of DFATD or the Government of Canada, and shall require that the Personnel, the Ultimate Recipients, or the Local Partners act accordingly.

23. Appropriation

Any payment to be made by DFATD 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 Recipient.

24. Health protection for posted personnel on foreign assignment

24.1. The Recipient is responsible for the duty of care for its Posted Personnel on Foreign Assignment, whether on short-term or long-term assignments of twelve (12) months or more, including any accompanying dependants. The Recipient shall ensure their well-being and safety by providing all relevant health information about the recipient country and confirming that they are physically capable of performing their duties.

24.2. In accordance with section 1.6.1 of the Foreign Assignment Directive for International Development Assistance Organizations (FAD), the Recipient shall ensure that its Posted Personnel on Foreign Assignment for the Project, as well as any accompanying dependants, obtain and maintain adequate insurance coverage under a personal or group policy for the duration of the Project. Costs considered part of Recipient’s duty of care are not considered Eligible Costs and are entirely assumed by the Recipient, except as specified under section 1.6.1 of the FAD. All requirements in this Sub-Article 24.2 are mandatory for Projects funded under the International Development Assistance Program, but other DFATD programs may apply these requirements at their discretion and reflect them in the Agreement.

25. Briefings

25.1. In order to facilitate individual and family adjustment in the recipient country and to promote professional effectiveness, DFATD may require that Personnel assigned abroad for the purpose of the Project, as well as accompanying dependants, attend a pre-departure program provided by DFATD’s Centre for Intercultural Learning. DFATD 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 Recipient with valuable feedback that will enable it to improve its methods. In such cases, the Recipient shall ensure that these individuals attend such programs.

25.2. Payment of Training Costs:

If such costs are not already assumed by the Centre for Intercultural Learning, DFATD may reimburse the following training costs associated with the sessions mentioned in Sub-Article 25.1:

  1. the actual cost of the training;
  2. the cost of travel (except international travel), accommodation and meal expenses in accordance with .

26. Capacity building of the beneficiary of the project on financial management

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

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