Ref. # [AGR__________]
THIS AGREEMENT MADE AS OF THE [___] DAY OF [_____________], 2011.
UNIVERSITY OF VICTORIA,
a body corporate, having its head office at PO Box 1700 CSC, University of Victoria, Victoria, B.C., V8W 2Y2
OF THE FIRST PART
OF THE SECOND PART
IN CONSIDERATION of the mutual covenants hereinafter expressed, the parties hereto mutually agree that the
University shall hire the Contractor upon the terms and conditions specified herein:
1.1 [CONTRACTOR NAME] agrees to provide Services as described in Appendix “A”, and/or as described in [UVic
Solicitation #___] dated [__________], 2011 and as follows:
1.2 The focus and extent of your work will be limited to the [Describe Project, Scope of Work], as described below.
1.3 [CONTRACTOR NAME] will provide services consisting of the following distinct elements:
1.4 The objectives of the [List Project] are to [Describe Project] at the University of Victoria.
2.1 [CONTRACTOR NAME] will provide the Services during the term of this Agreement commencing on [Date],
[Year], and will end on [Date], [Year], (the "Term").
2.2 At the sole discretion of UVic this Agreement may be renewed for a further term, the length of which will be
negotiated between the Parties.
3.0 PAYMENT FOR THE SERVICES
3.1 In consideration of the Services provided by [CONTRACTOR NAME], UVic will pay [CONTRACTOR NAME],
on invoice, a contract fee for services not to exceed a value of [$________] [daily rate of: $________]
[hourly rate of $________], plus HST for the term on the Agreement. For services in excess of [_______]
hours per month, UVic will pay [CONTRACTOR NAME] , on invoice, at a rate per employee as listed in
Appendix [___] of this Agreement to an amount not exceeding [$_____] per month.
3.2 In consideration of the Services provided by [CONTRACTOR], UVic will pay [CONTRACTOR], on invoice, for
services rendered in accordance with the payment schedule agreed upon between the parties, exclusive
3.3 Invoices shall be due and payable within thirty (30) days after receipt by UVic.
3.4 UVic will pay travel expenses to [CONTRACTOR] relating to services provided under this Agreement in
accordance with UVic Travel Policy and rates as published from time to time at: www.uvic.ca. Travel is to
be approved in advance by the UVic representative. Travel and living expenses include, but are not
limited to airfare, mileage, parking, tolls, lodging, auto rental and per diem.
3.5 If this Agreement is renewed for a further term, the fees for services will be negotiated at the time of
3.6 For services provided on a time and expense basis, [CONTRACTOR] will not exceed any maximum amount
identified in the RFP response and subsequent documents noted in 1.3 above without the express written
permission of UVic.
3.7 Any invoice not timely paid shall bear interest at the rate of one and one-half percent (1.5%) per month or
portion thereof (or such lesser amount as may be the maximum permitted by law) that such invoice
remains outstanding after the due date. [CONTRACTOR] may suspend performance upon failure by UVic
to timely pay any amount due hereunder. UVic shall pay any legal fees an/or court costs incurred by
[CONTRACTOR] in collecting any amount due hereunder.
4.0 INVOICING and TAXES
4.1 [CONTRACTOR NAME] will invoice UVic at the end of each calendar month for the portion of the project
fee attributable to time spent in providing the Services, or work performed, or upon completion of the
services if the duration of this Agreement is less than one month.
4.2 The invoice will be delivered to:
University of Victoria
Purchasing Services Department
Room 110, Saunders Annex
Victoria, B.C., V8W 2Y2
4.3 Reference must be made on the invoice to Agreement Ref. # AGR 000XX which applies to the specific
work done during that month under this Agreement and is not used in reference to any other project
which [CONTRACTOR NAME] may be contracted to perform. Work performed during the calendar month
will appear on the respective invoice. UVic is subject to paying the Harmonized Sales Tax (HST); all
invoices should bear the mark " Subject to HST". UVic will pay the invoice within thirty (30) days of
receipt. Should HST be collected by [CONTRACTOR NAME], the HST (BIN) number must appear on each
5.1 [CONTRACTOR NAME] will keep records of all time for which [CONTRACTOR NAME] invoices UVic, and
UVic will have reasonable access to such records for the purposes of reviewing or copying the same. UVic
will have access at all reasonable times and upon reasonable notice to [CONTRACTOR NAME] to
[CONTRACTOR NAME]'s personnel, books, records, and other documents pertaining to the Services for
the purpose of auditing any accounts invoiced under this Agreement. [CONTRACTOR NAME] shall
preserve all the aforesaid documents for seven (7) years after the performance of the Services.
6.1 [CONTRACTOR NAME] will on a regular basis (to be established by UVic) report to UVic on the work done
and to be done by [CONTRACTOR NAME] in connection with the provision of the Services.
6.2 [CONTRACTOR NAME] will upon the request of UVic, from time to time, permit UVic to examine and copy
any findings, data, specifications, drawings, working papers, reports, documents and material whether
complete or otherwise (herein collectively called the "Material") that have been produced by, received or
acquired by [CONTRACTOR NAME] as a result of and pertaining to this Agreement.
7.1 The Material produced by, received or acquired by [CONTRACTOR NAME] as a result of this Agreement
including all systems, programs, specifications and associated documentation, and any equipment,
machinery or other property will be the exclusive property of UVic and will be delivered by [CONTRACTOR
NAME] to UVic forthwith upon demand by UVic.
7.2 The copyright in the Material will belong exclusively to UVic and [CONTRACTOR NAME] will execute any
assignments of copyright required by UVic to give this provision effect.
7.3 Material first produced or created by [CONTRACTOR] for UVic under this Agreement shall belong
exclusively to UVic including all systems, programs, specifications and associated documentation, and any
equipment, machinery or other property and will be delivered by [CONTRACTOR] to UVic forthwith upon
demand by UVic. [CONTRACTOR] shall retain ownership of any pre-existing [CONTRACTOR] general utility
modules, algorithms or other materials identified as or incorporated into a deliverable under this
7.4 This agreement makes no effort to establish ownership of any systems, programs, specifications and
associated documentation, and any equipment, machinery or other property developed by
[CONTRACTOR] under other agreements, contracts, purchase orders or other arrangements.
7.5 [CONTRACTOR] shall retain all rights in any of its proprietary methodologies, know-how, ideas,
techniques, and/or concepts that may be used by [CONTRACTOR] International Inc. and/or provided by
[CONTRACTOR] to UVic during the course of the services. UVic agrees to hold same in confidence in
accordance with the Confidentiality clause of this Agreement.
7.6 Any discovery, device, invention or innovation developed in connection with the services rendered
hereunder shall, if made by [CONTRACTOR], be the exclusive property of [CONTRACTOR], and, if made
jointly by [CONTRACTOR] and UVic, be the joint property of the parties, which joint property may be
freely used by both parties without accounting between them.
7.7 All materials supplied by the contractor to UVic are supplied on the understanding that UVic has the right
to use the materials for its own programs and to include the materials in any programs or documentation
it may produce for others to use, whether for commercial purposes or otherwise, and to receive for its
own use absolutely any payment or fees generated by the use of this material by UVic without requiring
any additional consent by or payment to the contractor. However, nothing in the agreement prohibits the
contractor from continuing to sell or otherwise use in its operations the material supplied and to keep for
its own use absolutely any payment or fees generated by its use of the material without requiring any
additional consent by or payment to UVic.
8.0 CONFIDENTIALITY AND FREEDOM OF INFORMATION
8.1 [CONTRACTOR NAME] will treat as confidential and will not, without the prior written consent of UVic,
publish, release or disclose or permit to be published, released or disclosed, the Material or any
information supplied to, obtained by, or which comes to the knowledge of [CONTRACTOR NAME] as a
result of this Agreement, except insofar as such publication, release or disclosure is necessary to enable
[CONTRACTOR NAME] to fulfill its’ obligations under this Agreement. [CONTRACTOR NAME] recognizes
that all material and other information referred to above is protected by the provisions of the B.C.
Freedom of Information and Protection of Privacy Act (“FOIPPA”) and agrees not to use or disclose any
such Material or information except as permitted by the FOIPPA.
8.2 [CONTRACTOR NAME] will allow UVic to publish any Material in accordance with the FOIPPA. If disclosure
of any portion of the Material may cause harm to [CONTRACTOR NAME], [CONTRACTOR NAME] must
provide details of the harm in accordance with section 21 of the FOIPPA.
8.3 [CONTRACTOR NAME] will execute UVic’s Confidentiality Agreement as provided in Appendix “B”.
8.4 The obligation to keep confidential shall however not apply to information which:
(a) is already known to the party to which it is disclosed;
(b) becomes part of the public domain without breach of this Agreement; and,
(c) is obtained from third parties which have no obligations to keep confidential to the contracting
8.5 Each party acknowledges that Information provided by either party in connection with this Agreement,
may contain confidential and proprietary data, and disclosure of such Information may be damaging to
the disclosing party. The term Information denotes any and all technical and business Information
disclosed in any manner or form including, but not limited to financial plans and records, marketing plans,
business strategies, trade secrets, present and proposed products, computer software programs, source
code, relationships with third parties, customer lists, Information regarding customers and suppliers,
founders, employees, and affiliates. Both parties agree to hold Information in confidence, not to make use
of it other than as required for the performance of this Agreement, to release it only to employees
requiring same, and not to release or disclose it to any other third party. The duties and obligations to
protect Information shall survive termination of this Agreement for a period of three (3) years; provided,
however, that to the extent any Information constitutes a trade secret, such duties and obligations shall
remain in effect with respect to such Information for so long beyond such three (3) year period as such
Information remains a trade secret as so defined.
8.6 The CONTRACTOR must sign and comply with UVic’s Privacy Protection – Patriot Act provisions if attached
as Appendix C.
9.0 INDEPENDENT CONTRACTOR
9.1 [CONTRACTOR NAME] is an independent contractor and neither [CONTRACTOR NAME] nor the Designated
Employee is the servant, employee or agent of UVic.
9.2 [CONTRACTOR NAME] will not, in any manner whatsoever, commit UVic to the payment of any money to any
person, CONTRACTOR or corporation.
9.3 UVic may, from time to time, give such instructions as it considers necessary to [CONTRACTOR NAME] in
connection with the provision of the Services, which [CONTRACTOR NAME] will comply with, but
[CONTRACTOR NAME] will not be subject to the control of UVic with respect to the manner in which such
instructions are carried out except in regard to general UVic standards, policies and guidelines.
9.4 By mutual agreement, the terms of this contract will be met by your provision of services as an independent
contractor at arm’s length from, and not as an employee of UVic. As such, you are solely responsible for all
matters related to compliance with statutory and other legal obligations arising from your responsibilities in
determining how and where the work set forth in this contract is to be performed, including matters arising
between yourself and your employees, if any. Such obligations include but are not limited to: remuneration;
discipline; assessment of and withholding for income tax, employment insurance, Worker’s Compensation and
Canada Pension Plan; leave; vacation; overtime, and any other payments which may be assessed against you
under any statutory authority for your performance of this contract
9.5 UVic shall have no responsibility to provide fringe benefits or to withhold taxes normally withheld from an
employees pay on behalf of [CONTRACTOR] employees.
10.0 ASSIGNMENT AND SUB-CONTRACTING
10.1 [CONTRACTOR NAME] will not, without the prior written approval of UVic:
a) assign, either directly or indirectly, this Agreement or any right of [CONTRACTOR NAME] under this
b) sub-contract any obligation of [CONTRACTOR NAME] under this Agreement.
10.2 [CONTRACTOR] shall be permitted, from time to time, to remove and replace any one or more named
employees performing services outlined in the attached engagement letter or service offer, provided the
named employee removed is replaced by a another trained and experienced CONTRACTOR who will
perform with capabilities equal to the removed employee. This replacement will occur only where UVic
has given prior written consent. UVic may, at any time, request the employee named in the engagement
letter or service offer be removed or replaced by another [CONTRACTOR] CONTRACTOR.
11.0 CONFLICT OF INTEREST
11.1 [CONTRACTOR NAME] will not, during the Term, perform a service for or provide advice to any person,
CONTRACTOR or corporation where the performance of the service or the provision of the advice may or
does, in the reasonable opinion of UVic, give rise to a conflict of interest between the obligations of
[CONTRACTOR NAME] to UVic under this Agreement and the obligations of [CONTRACTOR NAME] to such
other person, CONTRACTOR or corporation. [CONTRACTOR NAME] will notify UVic forthwith of any
proposed service or advice that might give rise to a conflict within the meaning of this provision.
12.1 [CONTRACTOR NAME] will indemnify and save harmless UVic from and against all claims, demands,
losses, damages, costs and expenses made against or incurred, suffered or sustained by UVic at any time
where the same are based upon or arise out of anything tortiously done or omitted to be done by
[CONTRACTOR NAME] or the Designated Employee.
13.1 No provision of this Agreement and no breach by either party of any such provision will be deemed to
have been waived by the other party unless such waiver is in writing signed by the other party.
13.2 The written waiver by either party of any breach by [CONTRACTOR NAME] of any provision of this
Agreement will not be deemed a waiver of any subsequent breach by that party of the same or any other
provision of this Agreement.
14.0 COMPLIANCE WITH HEALTH AND SAFETY REGULATIONS
14.1 In providing the Services and at all times when [CONTRACTOR NAME] or the Designated Employee is on
UVIC premises, [CONTRACTOR NAME] will comply, and [CONTRACTOR NAME] will ensure that the
Designated Employee complies, with all applicable health and safety regulations, including, without
limitation, the Industrial Health and Safety Regulations, the First Aid Regulations, the Occupational
Environment Regulations, Controlled Products Legislation and the Federal and Provincial Workplace
Hazardous Materials Information System (WHMIS) Regulations.
14.2 [CONTRACTOR NAME] will arrange for the Designated Employees to meet with UVic manager in the
location where the Designated Employee will work to review all applicable health and safety regulations,
including the safety and emergency evacuation procedures.
15.1 UVic premises: [CONTRACTOR NAME] will comply, and will take all reasonable steps to ensure that the
Designated Employee complies, with all security requirements in effect for those premises.
15.2 On [CONTRACTOR NAME] premises, [CONTRACTOR NAME] will take all reasonable precautions to ensure
logical and physical security of UVic’s property.
16.0 PERSONAL HARASSMENT
16.1 In providing the Services and at all times when [CONTRACTOR NAME] or the Designated Employee is on
UVic premises, [CONTRACTOR NAME] will comply, and [CONTRACTOR NAME] will ensure that the
Designated Employee complies with UVic/CUPE/PEA Personal Harassment Policy. UVic will not tolerate
behaviour that is likely to undermine the dignity, self-esteem or productivity of a UVic Employee.
Violation of the Personal Harassment Policy is a fundamental breach of this contract. If a Vice-President
of UVic is satisfied after investigation that the Designated Employee has interacted with a UVic employee
in this manner, the contract may be cancelled without notice. UVic is entitled to receive as damages from
[CONTRACTOR NAME] a sum equal to any costs incurred by UVic in completing the Services over and
above the original contract price. Details of the Harassment Policy will be provided on request.
17.0 FORCE MAJEURE
17.1 Neither party will be liable for any failure or delay to perform that party's obligations resulting from any
cause beyond that party's reasonable control, including but not limited to fires, explosions, floods, strikes,
work stoppages or slow downs or other industrial disputes, accidents, riots or civil disturbances, acts of
civil or military authorities, inability to obtain any license or consent necessary in respect of use with any
telecommunications facilities, or delays caused by carriers, suppliers or material shortages.
17.2 If [CONTRACTOR] is delayed in or prevented from performing any obligation hereunder due to causes or
events beyond its control, such delay or nonperformance shall be excused and the time for performance
shall be extended during the term of such condition or rescheduled on mutually agreeable terms.
18.0 WORKERS, COMPENSATION ASSESSMENT REGISTRATION
18.1 [CONTRACTOR NAME] must be registered and in good standing with Worksafe BC (Workers’
Compensation Board of British Columbia) Assessment Department.
18.2 [CONTRACTOR] will comply generally with the Workers’ Compensation Act and in particular will obtain
and maintain during the term of this Agreement the necessary coverage for [CONTRACTOR] employees,
and will, upon request by UVic, provide evidence os such coverage.
18.3 The University will not remit nor be responsible for WCB premiums for or on behalf of the Firm or
Designated persons representing or carrying out any work on behalf of the Firm.
18.4 The University shall not be liable for any WCB injury claims submitted by the Firm or any of their
Employees relating to any work conducted under this Agreement.
18.5 To meet obligations under WorkSafeBC (the Workers’ Compensation Board of British Columbia)
regulations, you are confirming to UVic (Check one  box only)
[___ ] Your WorkSafeBC registrant employer # is ______________
[___] You are not covered by WorkSafeBC as a registrant employer, as you are not automatically covered
by its provisions, and you have not applied nor will apply for voluntary coverage as a registrant employer
for a period of time effective for the duration of this contract.
19.0 SOLICITATION OF EMPLOYEES
19.1 Unless otherwise approved in writing, for the term of this Agreement and twelve (12) months beyond,
neither party will offer employment to any employee or CONTRACTOR of the other party or employ,
engage or otherwise contract with, either individually or through a third party, any current or former
employee of the other party who was involved with the services provided under this Agreement.
20.0 INDEMNITY AND STANDARD OF CARE
20.1 [CONTRACTOR NAME] will indemnify and save harmless UVic from and against all claims, demands,
losses, damages, costs and expenses made against or incurred by UVic at any time where the same are
based upon or arise out of or occur directly or indirectly by reason of any act or omission by
[CONTRACTOR NAME] or [CONTRACTOR NAME]’s employees, agents or subcontractors in providing the
20.2 [CONTRACTOR NAME] will indemnify and warrant only software [CONTRACTOR NAME] develops or writes
for a period of one year after it is written by [CONTRACTOR NAME], provided that UVic supply’s the
specifications in written form for the software or code to be written and [CONTRACTOR NAME] has
accepted and signed off on said specifications in writing. [CONTRACTOR NAME] liability is limited to fixing
the software at its own cost in a manner that conforms to the specifications and the warranty will apply to
the software only when used in conformance to the specifications.
20.3 Warranty will not apply to any other maintenance, user support, or other Services provided by
20.4 [CONTRACTOR NAME] shall exercise the same degree of care, skill and diligence in the performance of the
Services as is ordinarily possessed and exercised by CONTRACTORs experienced in providing such Services.
[CONTRACTOR NAME] acknowledges that its qualifications and experience were a major factor in the
selection of [CONTRACTOR NAME] for the work set out in this Agreement.
20.5 Without limiting any other remedy that UVic may have, [CONTRACTOR NAME] at it sole discretion upon
written request from UVic shall rectify any of the Services which have not performed in accordance with
the care, skill and diligence set out in this section or which have otherwise not been performed in
accordance with the terms of this Agreement, and in addition, UVic shall do all such things that may be
reasonably required by UVic to satisfy UVic that the Services have been duly rectified or performed in
accordance with the terms of this Agreement.
21.1 [CONTRACTOR NAME] shall, without limiting its obligations or liabilities herein and at it own expense,
provide and maintain the following insurance with insurers licensed in British Columbia and in forms and
amounts acceptable to UVic. [CONTRACTOR NAME] shall provide UVic with evidence of all required
insurance prior to the commencement of work or services. Such evidence shall be in the form of a
completed Province of British Columbia Certificate of Insurance. When requested by UVic, [CONTRACTOR
NAME] shall provide certified copies of required policies.
21.2 CONTRACTOR NAME] will have in effect at all times during the continuation of this Agreement and during
any stipulated warranty periods, an occurrence based contract of Comprehensive or Commercial General
Liability (including products and completed operations, blanket or broad form contractual, personal bodily
injury and broad form property damage) covering [CONTRACTOR NAME], its servants, employee, officer,
director, agents, sub-contractor or Affiliates with minimum limits of $2,000,000 per occurrence.
21.3 [CONTRACTOR NAME] shall execute free of charge or expense to UVic any warranty claim resulting from
errors or omissions by [CONTRACTOR NAME], its servants, employee, officer, director, agents, sub-
contractors or Affiliates where permitted, without prejudice to any claim that UVic may have against
21.4 [CONTRACTOR NAME] will have in effect at all times during the continuation of this Agreement and during
any stipulated warranty periods after completion of this Agreement, Professional Liability Insurance in the
form of Errors and Omissions Insurance covering [CONTRACTOR NAME], its servants, employee, officer,
director, agents, sub-contractor or Affiliates up to the value of this Agreement.
21.5 All required insurance shall be endorsed to provide UVic with 30 days advance written notice of
cancellation or material change.
21.6 [CONTRACTOR NAME] hereby waives all rights of recourse against UVic with regard to damage to
[CONTRACTOR NAME]’s property.
21.7 UVic is to be added as an insured under these policies. The University shall be named as an additional
insured on the policy, but only with respect to the operations of [CONTRACTOR NAME] in the
performance of the contract.
21.8 [CONTRACTOR NAME] will provide, at the request of UVic, documentation satisfactory to UVic evidencing
the insurance coverage required hereunder.
22.0 VARIATION OF AGREEMENT
22.1 This Agreement will not be varied unless it is in writing and signed by both parties.
23.1 Any notice, consent, waiver, statement, other document or payment and all or any part of the Material or
the Goods (or both) that either party may be required or may desire to give or deliver to the other will be
conclusively deemed validly given or delivered to and received by the addressee, if delivered personally
on the date of delivery or, if mailed, on the third business day after the mailing of the same in British
Columbia by prepaid post addressed, if to UVic:
Director, Purchasing Services Department
University of Victoria
PO Box 1700 STN CSC
Room 110, Saunders Annex
and, if to [CONTRACTOR NAME]:
[CONTRACTOR Name], [Title]
23.2 Either party may, from time to time, give to the other written notice of any change of address and after
giving notice the address will, for purposes of the preceding paragraph, be deemed to be the address of the
party giving such notice.
24.1 UVic reserves the right to cancel all or any part of this Agreement if Materials, the Services, or deliverables
are not provided to the satisfaction of UVic. Such cancellation shall be in writing and may be without
notice and shall not result in any penalty or other charges to UVic.
24.2 In addition to the remedy provided in paragraph 25, UVic may, at its option, terminate this Agreement at
any time during the Term, and, if such option is exercised, then this Agreement will terminate fourteen
[(14) days] after the date such written notice is received or deemed received, by [CONTRACTOR NAME]
and UVic will be under no further obligation to [CONTRACTOR NAME], except to pay to [CONTRACTOR
NAME] such amount as [CONTRACTOR NAME] may be entitled to receive, pursuant to paragraph 4, for
Services provided to the date of termination.
25.1 Each party acknowledges that any breach by it of any of the covenants set forth in Sections 8 and 20
would result in irreparable harm to the other party for which monetary damages alone would be an
insufficient remedy. Thus, although nothing in this Section will prohibit pursuit of any remedies against
any party under applicable law (which shall be cumulative with those remedies set forth herein), each
party specifically agrees that, in the event of any threatened or actual breach by it of such Sections, the
other party shall be entitled to injunctive relief, specific performance or other similar remedy from a court
of competent jurisdiction, as well as reimbursement (to the extent relief is granted) for any legal fees
and/or court costs incurred in obtaining such relief.
26.0 DISPUTE RESOLUTION
26.1 Subject to the Force Majeure Section hereof, any dispute between the Parties arising out of this
Agreement (whether or not a contract dispute) shall be determined by binding arbitration under the rules
of the Canadian Arbitration Association. The arbitration shall be conducted by a single arbitrator mutually
acceptable to the parties, or, in the event the parties are unable to agree upon a single arbitrator, by a
single arbitrator appointed by such association. The cost of the arbitration shall be divided evenly
between the parties.
27.1 Neither party may assign its rights and/or obligations under this Agreement without the other party's
prior written consent.
27.2 This Agreement supersedes all prior written or oral understandings between [CONTRACTOR] and UVic
with respect to the services or materials provided under this agreement.
27.3 The terms of this Agreement may be modified only by written change request signed by both parties.
27.4 Prices and charges (including expenses) under this Agreement are exclusive of all taxes, including
provincial sales tax, G.S.T and similar taxes.
27.5 No suit, action or other proceeding, regardless of form, arising out of this Agreement may be brought by
either party more than one (1) year after the cause of action has arisen.
27.6 In the event of any suit or proceeding in which the enforceability of any provision in this Agreement is in
question, the enforcement period for such provision shall be tolled during such suit or proceeding and,
assuming such provision is found to be enforceable, such period shall resume immediately after such
finding of enforceability.
27.7 The headings appearing in this Agreement have been inserted for reference and as a matter of
convenience and in no way define, limit or enlarge the scope of any provision of this Agreement.
27.8 In this Agreement wherever the singular or neuter is used it will be construed as if the plural or masculine
or feminine, as the case may be, has been used where the context of the parties hereto so require.
27.9 This Agreement will be governed by and construed in accordance with the laws of the Province of British
27.10 The headings appearing in this Agreement have been inserted for reference and as a matter of
convenience and in no way define, limit or enlarge the scope of any provision of this Agreement.
27.11 In this Agreement wherever the singular or neuter is used it will be construed as if the plural or masculine
or feminine, as the case may be, has been used where the context of the parties hereto so require.
27.12 This contract is subject to budget funding approval.
28.0 SURVIVAL OF ARTICLES
28.1 Articles on Confidentiality, Ownership and Liability and Indemnity shall survive the termination of this
Agreement for any reason in addition to those articles surviving by operation of Law.
29.0 ENTIRE AGREEMENT
29.1 This document constitutes the complete and exclusive statement of the agreement between the parties,
which supersedes all proposals or prior agreements, oral or written, and all other communications
between the parties relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the UNIVERSITY OF VICTORIA and [CONTRACTOR NAME] have executed this Agreement as
of the day and year above first written.
Signed for and on behalf of the Witness:
UNIVERSITY OF VICTORIA ____________________________
Authorized Signatory Address
Signed for and on behalf of Witness:
[CONTRACTOR NAME] ____________________________
Authorized Signatory Address
APPENDIX A: SCOPE OF WORK AND DELIVERABLES
[CONTRACTOR NAME] will provide services consisting of the following distinct elements:
[Include complete Scope of Work, Deliverables, Benchmarks, Milestones and pertinent details relating to the Project or
APPENDIX B: CONFIDENTIALITY AGREEMENT
UVic CONFIDENTIALITY OF INFORMATION AND PROTECTION OF PRIVACY AGREEMENT
This Agreement between the Parties (hereinafter call the Administration Agreement) and all letters, memoranda
and documents of any kind (hereinafter referred to as the “Documents”), prepared or supplied by either Party in
relation to either the negotiation or application of this Agreement are strictly confidential and will not be disclosed
by either Party other than as necessary to observe and perform the obligations of the disclosing Party. Any use or
reference to [CONTRACTOR NAME] to its Proposal, RFP [___] or this Agreement, to promote, solicit, or disseminate
information regarding the details of this Agreement is prohibited unless otherwise agreed to in writing by the
undersigned officer (or his delegate) of the University of Victoria. The University of Victoria will keep the
documents confidential to the extent permitted by the Freedom of Information and Protection of Privacy Act.
For University of Victoria For [CONTRACTOR Name]
APPENDIX C: PRIVACY PROTECTION SCHEDULE – PATRIOT ACT PROVISIONS