1. Definitions
Unless a contrary intention is clearly indicated, whenever used in this Agreement or any schedule thereto, the following terms have the meaning given to them in this Schedule A.
1.1 "Addendum” or “Addenda” has the meaning ascribed to that term in Section 1.4 of this Agreement.
1.2 "Business Day" means any day from Monday to Friday, from 8:00 a.m. to 4:30 p.m., Montreal Time, excluding Statutory Holidays.
1.3 "Confidential Information" means all documents, knowledge and information provided by the Releasees or any of them to, or otherwise obtained by, the Invited Respondent and any other Recipient, whether before or after the date of this Agreement, on the DVDs described in Section 4.2 of Volume 1 of the Request for Proposals, in the Electronic Data Room or otherwise, either orally or in writing or other visual or electronic form in connection with or relevant to the A-30 PPP Completion, including all plans, operational and financial information, as well as all analyses, compilations, data, studies, photographs, specifications, memoranda, notes, maps and all manuals, reports, documents, computerized files and any other information in hard copy, in electronic form or other form obtained from the Releasees or any of them, or prepared by the Invited Respondent or other Recipient containing or based on any such information.
1.4 "day " means a calendar day.
1.5 "Discussion Workshops" means the bilateral discussion workshops described in Schedule C and held between the Persons designated by the Minister, the Invited Respondent and its Collaborators for the purpose of facilitating the preparation of Proposals.
1.6 "Electronic Data Room" means the electronic data room described in Section 4.2 of Volume 1 of the Request for Proposals.
1.7 "General Information Session" means the General Information Session described in Schedule C and held between the Persons designated by the Minister, the Invited Respondents and their Collaborators for the purpose of facilitating the preparation of Proposals.
1.8 "Information Sessions" is the collective reference to the General Information Session and the Topical Information Sessions.
1.9 "Invited Respondent’s Contact Person" means the physical Person designated as the Invited Respondent’s contact person, namely.
[Name]
[Title]
[Name of Invited Respondent]
Fax : ●
Telephone No. : ● E-mail address : ●
1.10 "Liquidated Damages" are not to be construed as a penalty, but represent the amount that the Invited Respondent has agreed to pay to the Minister on the happening of a specific event, which amount the Parties have agreed represents a satisfactory pre-estimate of the damages that the Minister would suffer as the result of, among other things, the lessening of the competition for the Partnership Agreement, jeopardizing the Minister’s opportunity to develop and proceed with the A-30 PPP Completion, lost time, costs and opportunity arising therefrom for the Minister, the Parties agreeing that all such damages would be difficult or impossible to quantify on the happening of the specified event.
1.11 "Material Owned by the Invited Respondent " means all concepts, ideas and property developed or incorporated, in any manner, in the Invited Respondent’s Proposal, including copyright, patents, know-how, inventions, industrial drawings and other intellectual property rights, in respect of which the Invited Respondent or one or more of its Members or Participants own(s) the intellectual property rights.
1.12 "Other Material Used by the Invited Respondent" means all concepts, ideas and property developed or incorporated, in any manner, in the Invited Respondent’s Proposal, including all copyrights, patents, know-how, inventions, industrial drawings and other intellectual property rights in respect of which neither the Invited Respondent nor its Members or Participants are the owner of the intellectual property rights.
1.13 "Recipients" means those Persons identified or referred to in Section 11.1 of this Agreement, including the Invited Respondent and each of its Collaborators.
1.14 "Releasees" means the Government of Québec, its departments and agencies (including the Ministère and the PPPQ), the Minister and all their
respective managers, officers, executives, employees, representatives, consultants, advisers, experts, mandataries, successors and assigns.
1.15 "Request for Information" has the meaning ascribed to that term in Schedule D.
1.16 “Request for Information Form” means the form contained in Schedule 1-18 of Volume 1 of the Request for Proposals.
1.17 "Request for Proposals" means the Request for Proposals for the design, construction, financing, operation, maintenance and rehabilitation of the Autoroute 30 public-private partnership completion in the Montréal region issued by the Minister to the Invited Respondents on [June 20, 2007], including all volumes, schedules, addenda and other documentation related thereto.
1.18 "Statutory Holiday" means New Year’s Eve, New Year’s Day, the day after New Year’s Day, Good Friday, Easter Monday, Fête des Patriotes, Fête nationale du Québec, Confederation Day, Labour Day, Thanksgiving, Christmas Eve, Christmas Day, Boxing Day and any other statutory holiday applicable in Québec established by proclamation of the federal or provincial government or any other day agreed upon by the Parties.
1.19 "Topical Information Sessions" means the topical information sessions described in Schedule C and held between the Persons designated by the Minister, the Invited Respondents and their Collaborators for the purposes of facilitating the preparation of Proposals.
2. Interpretation
In this Agreement and any of its schedules :
2.1 Headings are inserted for reference purposes only and do not constitute an integral part of the document in which they are contained, nor do they affect the meaning or interpretation thereof.
2.2 In this Agreement, the neutral or masculine gender when used to designate a Person, includes a reference to women and men and, unless the context indicates otherwise, the singular includes the plural and vice versa.
2.3 Any reference to an Article, Section, subsection or paragraph or some other part of any document is a reference to the entire Article, Section, subsection or paragraph or other part of the document, and any reference to an Article number, Section number, subsection number or paragraph number or some other part of a document is a reference to the entire Article, Section, subsection or paragraph or other part of a document, as the case may be, so numbered, including all subsidiary provisions
containing the same number as a prefix. Any reference to a Section hereof is, subject to indication to the contrary, a reference to a Section of this Agreement.
2.4 The expressions "includes", "including", and any other terms of like import will not be deemed limited by the specific enumeration of items; they must be interpreted as if the expression used were "inter alia" or "including without limitation".
2.5 All monetary amounts herein refer to lawful currency of Canada, subject to express indication to the contrary.
2.6 References to the exercise of discretion by a Party shall, unless otherwise specified, be interpreted as meaning the exclusive and absolute discretion of the Party exercising same.
2.7 The expressions "herein", "hereunder", "hereof" and similar expressions are references, unless otherwise expressly provided, to this Agreement as a whole and not to any Article, Section, subsection or paragraph or other particular subdivision of this Agreement.
2.8 A reference to a statute, a provision of a statute or a regulation includes the statute, provision of a statute or regulation that amends, extends, codifies or replaces that statute, provision or regulation or which has been amended, extended, codified or replaced by that statute, provision or regulation, and includes any decisions, orders, regulations or codes of conduct established, actions taken or any orders rendered or other subordinate legislation made under the pertinent statute or regulation.
SCHEDULE B