8.1 Save as expressly provided in Volume 1 of the Request for Proposals, the Minister’s Representative is the only Person with whom the Invited Respondent may communicate in connection with the Request for Proposals, the Consultation and Selection Process and for all Requests for Information and clarifications from the Invited Respondent. The Minister’s Representative is also the contact Person for requests for additional workshops to be held with the Minister. The Invited Respondent’s Contact Person is the only Person authorized to communicate with the Minister’s Representative regarding any Request for Information.
8.2 Schedule D sets out the process for submitting Requests for Information.
ARTICLE 9
INTELLECTUAL PROPERTY RIGHTS
9.1 Upon submission of its Proposal by the Invited Respondent to the Minister, the Invited Respondent, its Members and Participants irrevocably and unconditionally transfer and assign to the Minister absolute and exclusive intellectual property rights to the Material Owned by the Invited Respondent conceived and developed exclusively for the purposes of the A-30 PPP Completion.
9.2 The Invited Respondent, its Members and Participants hereby grant to the Minister a licence to use, reproduce, adapt, develop and evolve the Material Owned by the Invited Respondent (other than that conceived exclusively for the purposes of the A-30 PPP Completion) for all governmental purposes in relation with the A-30 PPP Completion, as the Minister may consider useful. The aforementioned licence is irrevocable, non-exclusive, transferable and assignable, perpetual and royalty-free and permits the Minister to grant sub-licences, and has no territorial limits.
9.3 The Invited Respondent shall use its best efforts to obtain in favour of the Minister a licence to use the Other Material Used by the Invited Respondent for all governmental purposes in relation with the A-30 PPP Completion, as the Minister may consider useful. The aforementioned licence is irrevocable, non-exclusive, and permits the Minister to grant sub-licences, and covers the Province of Québec.
The Invited Respondent undertakes to pay for the costs of said licence until the expiry of the Partnership Agreement. If the Invited Respondent is unable to obtain such a licence for the Minister, the Invited Respondent shall pay for the costs of
the licence obtained by the Minister directly from the third party. If the Invited Respondent is unable to obtain such a licence for the Minister and the Minister is unable to obtain same from the third party, the Invited Respondent may not incorporate the Other Material Used by the Invited Respondent in its Proposal.
9.4 The Invited Respondent, its Members and Participants expressly acknowledge and agree that the aforementioned intellectual property assignment and licences are an essential condition of this Agreement, of the Invited Respondent’s receiving the Request for Proposals and of its participating in the Consultation and Selection Process.
9.5 Invited Respondent’s Representations, Warranties and Undertakings
9.5.1 The Invited Respondent warrants to the Minister that it holds all the rights permitting it to transfer and assign the licences of intellectual property rights referred to above.
9.5.2 The Invited Respondent undertakes to defend, indemnify and release the Minister and the Releasees in respect of any Claim instituted by any Person pertaining to the subject matter of these warranties.
9.5.3 The Invited Respondent undertakes to provide to the Minister, upon submission of its Proposal : (i) the list of the Material Owned by the Invited Respondent and of the Other Material Used by the Invited Respondent, and (ii) the assignments and transfers and the licences of intellectual property rights pertaining to the Material Owned by the Invited Respondent and the Other Material Used by the Invited Respondent.
9.5.4 The Invited Respondent undertakes to correct programming or the function errors in the computer programs incorporated into the Material Owned by the Invited Respondent after the Technical Component Submission Date, as required and without charge, upon written request of the Minister to the Invited Respondent. This undertaking shall survive for a period of twelve (12) months after the Technical Component Submission Date.
9.5.5 During the above-mentioned period, the Invited Respondent also undertakes to provide the Minister with all updates to the software integrated in the Material Owned by the Invited Respondent, without charge and as soon as they are available.
ARTICLE 10 NOTICE
10.1 All notices under this Agreement will be given in writing and will be delivered by hand, by courrier, by fax or other electronic means, provided that in the case of transmission by fax or other electronic means, confirmation of the transmission is printed. Such notices will be addressed as indicated hereinbelow (the telephone
numbers are indicated solely for the purpose of confirming that a written notice has been received and not for the purpose of giving notice) :
If to the Invited Respondent, Members or Participants : [Name of Invited Respondent]
[Address]
Attention : ● [Title]
Fax : ●
Telephone No. : ● E-mail address : ●
With a copy to : [Title]
[Name of Invited Respondent]
[Address]
Fax : ●
Telephone No. : ● E-mail address : ●
If to the Minister :
KPMG s.r.l./S.E.N.C.R.L.
600 de Maisonneuve Boulevard West Suite 1500
Montréal (Québec) H3A 0A3 Attention : Zyna I. Boubez, CA Fax : 514-840-2121
E-mail : a30mtq@kpmg.ca
A party may change the aforementioned addresses by giving written notice in accordance with the foregoing.
10.2 Notices delivered in accordance with this Agreement are deemed to have been given and received on the day of delivery (or the day received if transmitted by fax machine or other electronic means), but only if received at that address before 4:30 p.m. (local time) on a Business Day. Otherwise, the notices are deemed to have been given and received on the next Business Day. Notices that have been mailed are deemed to have been given and received on the fifth Business Day following the date of mailing. In the case of an interruption, strike or slowdown of the postal service, notices will not be mailed, but either delivered by hand or transmitted by fax machine or other electronic form, in accordance with this Agreement.
ARTICLE 11