Crown to own the Intellectual Property
Attention: Update to terms and conditions
These terms and conditions apply only to contracts which were awarded prior to April 1, 2014, and contracts resulting from a Request for Proposal process issued prior to the same date.
Alternative background license (broader) and optional clauses
Broader license to the Intellectual Property Rights in the Contractor's background information
04 License to Intellectual Property Rights in background information
- The Contractor hereby grants to Canada a non-exclusive, perpetual, irrevocable, world-wide, fully-paid and royalty-free license to exercise such of the Intellectual Property Rights in any background information incorporated into the work or necessary for the performance of the work as may be required in order for Canada to exercise its Intellectual Property Rights in the foreground information. The Contractor agrees to make any such Background Information (including, in the case of software, source code) promptly available to Canada for any such purpose.
- The Contractor acknowledges that Canada may wish to award contracts for any of the purposes contemplated in subsection 1 and that such contract awards may follow a competitive process. The Contractor agrees that Canada's license in relation to the Intellectual Property Rights in the background information includes the right to disclose the background information to bidders for such contracts and to sub-license or otherwise authorize the use of that information by any contractor engaged by Canada solely for the purpose of carrying out such a contract. Canada shall require bidders and the contractor not to use or disclose any Background Information except as may be necessary to bid for or to carry out that contract.
- Where the Intellectual Property Rights in any background information are owned by a Subcontractor at any tier, the Contractor shall either obtain a license from that Subcontractor that permits compliance with subsections 1 and 2 or arrange for the Subcontractor to convey directly to Canada the same rights by execution of the form provided for that purpose by the Minister, in which case the Contractor shall deliver that form to the Minister, duly completed and executed by the Subcontractor, no later than the time of disclosure to Canada of that Background Information.
- Notwithstanding subsections 1, the license set out therein shall not apply to any software that is subject to detailed license conditions that are set out elsewhere in the Contract.
Optional clauses
License to Intellectual Property Rights in foreground information
When Canada grants a license for the foreground information, the license must be royalty-free. The following clause applies in those circumstances:
- Subject to subsection 2, if the Contractor wishes to make use of the Foreground Information for purposes of its commercial exploitation or further development, then the Contractor may make a written request for a license to the Minister. Such a request should be made within thirty (30) working days following completion of the work. The Contractor shall give the Minister an explanation as to why such a license is required. The Minister shall respond in writing to any request for such a license within a reasonable period of time. If the request is refused the response shall provide an explanation for the refusal. Should the Minister agree to grant such a license, it shall be on terms and conditions to be negotiated between the Contractor and the Minister.
- Where the work under the contract involves the preparation of a database or other compilation using information or data supplied by Canada, or personal information (as this term is defined in the Privacy Act (R.S.C., c. P-21)) collected by the Contractor as part of the work, then the license referred to in subsection 1 shall be restricted to the Intellectual Property Rights in foreground information that are capable of being exploited without the use of such information or data or personal information.
Where any other reason was invoked for Canada's ownership of the Intellectual Property Rights in the foreground information, the following clause may be used:
- Subject to subsection 2, if the Contractor wishes to make use of the foreground information for purposes of its commercial exploitation or further development, then the Contractor may make a written request for a license to the Minister. Such a request should be made within thirty (30) working days following completion of the work. The Contractor shall give the Minister an explanation as to why such a license is required. The Minister shall respond in writing to any request for such a license within a reasonable period of time. If the request is refused the response shall provide an explanation for the refusal. Should the Minister agree to grant such a license, it shall be on terms and conditions to be negotiated between the Contractor and the Minister. It is understood that those terms may include payment of compensation to Canada.
- Where the work under the Contract involves the preparation of a database or other compilation using information or data supplied by Canada, or personal information (as this term is defined in the Privacy Act (R.S.C., c. P-21)) collected by the Contractor as part of the work, then the license referred to in subsection 1 shall be restricted to the Intellectual Property Rights in foreground information that are capable of being exploited without the use of such information or data or such personal information.
No right for Contractor to sub-license
The Contractor shall not have the right to sub-license or otherwise authorize any party to exercise any of the Intellectual Property Rights in the foreground information.
License to Intellectual Property Rights in Canada-owned information
If the Contractor wishes to make use of certain Canada-owned information for purposes of the commercial exploitation or further development of the foreground information, and where Canada has granted or grants a license to the Intellectual Property Rights in the foreground information for such purposes, then the Contractor may make a written request for a license to exercise the required Intellectual Property Rights in such Canada-owned information, to the Minister. The Contractor shall give the Minister an explanation as to why such a license is required. The Minister shall respond in writing to any request for such a license within a reasonable period of time. Should the Minister agree to grant such a license, it shall be on terms and conditions to be negotiated between the Contractor and the Minister. It is understood that those terms may include payment of compensation to Canada.
Effective October 1, 2000
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