CONTRIBUTION AGREEMENT THIS AGREEMENT dated ... - ccemc

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- 10 -(o)(p)(q)(r)(s)it shall not pledge any part of the Contribution as security for any loan or debt ofany kind except as expressly authorized by CCEMC in writing;if directed by CCEMC, it shall forthwith repay to CCEMC any overpayments orunexpended balances of the Contribution Proceeds, and such amounts shallconstitute a debt due to CCEMC;it shall to the satisfaction of CCEMC, acting reasonably, ensure that all ProjectCosts are incurred in a manner that is transparent, competitive and consistentwith value for money principles;it shall upload all Project information into the climate change informationmanagement system (CCIMS) within thirty (30) days after the execution of thisAgreement and on an ongoing, regular basis during the Term of this Agreement;andit shall advise CCEMC of all applications or proposals for offset credits with theGovernment of Alberta offset system in respect of the Project.7. RECORDS, REPORTING AND MONITORING7.1 During the Term and for a period of five (5) years thereafter, the Recipient shall maintainor cause to be maintained full, accurate and complete records of the activitiesconducted in furtherance of, and the results achieved through the conduct of, theProject, including full, accurate and complete records and books of account relating tothe receipt and expenditure of the Contribution and other funds received and expendedfor the purposes of the Project. Any records required to be maintained pursuant to thisAgreement are subject to the protection and access provisions of the Freedom ofInformation and Protection of Privacy Act RSA 2000 c.F-25.7.2 The Recipient shall, if requested by CCEMC, upon 30 days’ Notice, permit anyauthorized representatives of CCEMC, or auditors engaged by CCEMC, to examine theRecipients books, accounts and other records related to the Project and theContribution, and to make copies thereof. The Recipient shall provide the authorizedagents with such assistance as may be reasonably required during such an inspection.This right of inspection is limited to the purpose of ascertaining whether this Agreementhas been complied with, and CCEMC shall not have any general right to obtain custodyor copies of records in the custody of the Recipient.7.3 The Recipient shall, upon receiving Notice, permit authorized representatives of theCCEMC, to attend at the premises of the Recipient or at the place where the Project isbeing carried out, for the purpose of examining the premises and progress of theProject in order to assess whether the Recipient is in compliance with the terms of thisAgreement. The Recipient shall provide the CCEMC's authorized representatives withsuch assistance as may be reasonably required during such a site visit.7.4 The cost of any special audit, examination or report shall be payable by CCEMC, unlessthe audit, examination or report reveals non performance, non observance or breachesof this Agreement or indicates that the records and books of account were inadequate topermit a determination of how the Contribution Proceeds were used by the Recipient orDavis: 8418076.17
- 11 -what results were achieved through the conduct of the Project, in which case the costshall be borne by the Recipient.8. INTELLECTUAL PROPERTY, INNOVATION AND KNOWLEDGE TRANSFER8.1 The Recipient acknowledges the importance to CCEMC of Intellectual Property createdthrough or as a result of the Project being used to the benefit of Alberta and Albertans,including being used to reduce emissions of greenhouse gases and to improve theability to adapt to climate change in Alberta. Ownership of any Intellectual Propertydeveloped through the Project shall follow the practices of the Recipient andagreements to which the Recipient is a party.8.2 CCEMC shall keep all Reports confidential for a period of two (2) years from the ProjectCompletion date (“Confidentiality Period”), except to the extent that(a)(b)any information in the Reports becomes publically available through no fault ofCCEMC, orthe Parties agree otherwise.8.3 If the Recipient provides evidence to CCEMC that the Recipient is undertaking to protectand commercialize the Project Technology and provides a written technology transferplan (the “Technology Transfer Plan”) to CCEMC which is satisfactory to CCEMC in itssole discretion, CCEMC may, extend the Confidentiality Period to allow the Recipient toobtain patents and licences with respect to the Project Technology. If CCEMCdetermines that the proposed Technology Transfer Plan is unacceptable or for any otherreason and that it is not in the best interests of CCEMC to extend the ConfidentialityPeriod, CCEMC may choose not to do so. CCEMC may revoke any extension of theConfidentiality Period if the Recipient fails to follow the Technology Transfer Plan anddoes not correct that failure within 60 days after receiving CCEMC’s Notice of suchfailure.8.4 The Technology Transfer Plan shall contain reasonable commercial terms that are likelyto increase the probability of the Project Technology being licensed and commercializedfor use in the Province of Alberta and in accordance with the principle of Benefit toAlberta. Opportunities to commercialize Intellectual Property created through theProject shall, where feasible, be presented firstly to appropriate Alberta businesses ororganizations with suitable expertise and prior to the implementation of any TechnologyTransfer Plan consideration shall be given to the following factors:(a)(b)(c)(d)(e)(f)an existing company in Alberta with receptor capacity to commercialize;an expansion of an existing company in Alberta;the formation of a new company in Alberta;joint ventures or strategic alliances with a company in Alberta;co-manufacturing involving a company in Alberta;cross-licensing or co-development with a company in Alberta;Davis: 8418076.17
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CONTRIBUTION AGREEMENT THIS AGREEMENT dated ... - ccemc

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