4For the purposes of paragraph 8(d) of the Act, a service agreement shall contain
(a)
recitals that specify the subject matter of the agreement,
(b)
an interpretation provision, including definitions and rules of construction of the agreement,
(c)
a description of the services to be offered and the deliverables to be produced by the service provider,
(d)
a provision specifying the duration of the agreement,
(e)
the business plan of the service provider,
(f)
a statement of financial matters, including
(i)
payments and invoicing,
(ii)
all consideration offered or remuneration or commission to be paid, and
(iii)
all fees that may be required by the Corporation or the Category 1 service provider, as the case may be;
(g)
general assurances between the parties,
(h)
a statement respecting confidentiality of information, including personal information,
(i)
terms and conditions respecting subcontracting and contracts with third parties,
(j)
a liability and indemnity clause,
(k)
a provision concerning records, specifying the manner of keeping the records and retention periods for the purpose of ensuring access to the records,
(l)
a dispute resolution clause,
(m)
a statement respecting authorship and ownership of documents and intellectual property that arise from performance of the agreement,
(n)
a clause specifying the obligations of the parties in the event of force majeure,
(o)
provisions concerning early termination, specifying the means of terminating the agreement,
(p)
a statement of the obligations of the service provider on termination or expiry of the agreement,
(q)
general provisions to ensure administration of the agreement, and
4For the purposes of paragraph 8(d) of the Act, a service agreement entered into by the Corporation with a service provider shall contain
(a)
recitals that specify the subject matter of the agreement,
(b)
an interpretation provision, including definitions and rules of construction of the agreement,
(c)
a description of the services to be offered and the deliverables to be produced by the service provider,
(d)
a provision specifying the duration of the agreement,
(e)
the business plan of the service provider,
(f)
a statement of financial matters, including payments and invoicing,
(g)
general assurances between the parties,
(h)
a statement respecting confidentiality of information, including personal information,
(i)
terms and conditions respecting subcontracting and contracts with third parties,
(j)
a liability and indemnity clause,
(k)
a provision concerning records, specifying the manner of keeping the records and retention periods for the purpose of ensuring access to the records,
(l)
a dispute resolution clause,
(m)
a statement respecting authorship and ownership of documents and intellectual property that arise from performance of the agreement,
(n)
a clause specifying the obligations of the parties in the event of force majeure,
(o)
provisions concerning early termination, specifying the means of terminating the agreement,
(p)
a statement of the obligations of the service provider on termination or expiry of the agreement,
(q)
general provisions to ensure administration of the agreement, and