ProServices supply arrangement

1. Arrangement (streams and categories)

ProServices is a mandatory method of supply for professional services valued below the CKFTA threshold. These SAs offer federal departments across Canada the flexibility to either direct a contract to a pre-qualified supplier for requirements below $40,000, or to compete requirements valued below the CKFTA threshold by inviting a minimum of 2 pre-qualified suppliers.

The SA covers the work described in the ProServices streams and categories as detailed at the following link: ProServices—Streams and categories. Note that the health services stream and the learning services for government owned training stream are not part of the mandatory services categories, therefore it is not mandatory to use this method of supply to obtain those services.

The requirements for services of each supplier are a part of each individual SA, attached as Annex A.

2. Security requirement

2.1 The supplier must, at all times during the performance of the SA hold a valid designated organization screening (DOS), issued by the Contract Security Program (CSP), Public Works and Government Services Canada (PWGSC) also known as Public Services and Procurement Canada (PSPC).The SA authority may verify the supplier's security clearance with CISD/ PWGSC (PSPC) at any time during the period of the SA.

2.2 The supplier personnel requiring access to sensitive work site(s) must each hold a valid reliability status, granted or approved by the CSP/PWGSC (PSPC).

2.3 Subcontracts which contain security requirements are not to be awarded without the prior written permission of the CSP/PWGSC (PSPC).

2.4 The supplier must comply with the provisions of the:

1. Annex B - Security requirements check list (SRCL) provided by the CSP apply and form part of the SA
2. Contract Security Manual (latest edition)

2.5 The requirements to be procured under this SA are subject to the requirements in the SRCLs identified in each individual bid solicitation. Samples of possible SRCLs are accessible through the Common centralized professional services: Security requirement checklists but other SRCL's may be used. Each bid solicitation will identify the SRCL that will apply to any resulting contract.

Note to suppliers: In the case of joint ventures (JV), the level of corporate security attainable through the CSP/ PWGSC (SPAC) for the JV entity is the level in common that is held by all members of the JV. For example: a JV with 5 members is comprised of 4 members holding a valid facility security clearance (FSC) at the Secret level and one member holding a valid designated organization screening (DOS). The highest corporate security level for which the JV would be considered under this SA framework would be DOS, until such time as the member holding a valid DOS clearance has requested sponsorship via the SA authority and obtained a valid FSC at the secret level issued by the CSP.

3. Standard clauses and conditions

All clauses and conditions identified in the SA and resulting contract(s) by number, date and title are set out in the Standard acquisition clauses and conditions manual issued by PWGSC (PSPC)

4. Term of supply arrangement

5. Authorities

6. Federal department users

Subject to signing a master level user agreement, the federal department users (also called clients or identified users) include any government department, agency or Crown corporation listed in Schedules I, I.1, II, III, IV, and V of the Financial Administration Act, R.S., 1985, c. F-11 and any other party for which the Department of Public Works and Government Services Canada has been authorized to act from time to time under section 16 of the Department of Public Works and Government Services Canada Act.

Canada may, at any time, withdraw authority from any of the federal department users to use the SA.

7. Priority of documents

If there is a discrepancy between the wording of any documents that appear on the below list, the wording of the document that first appears on that list has priority over the wording of any document that subsequently appears on that list:

1. the articles of the SA
2. the 2020 general conditions – Supply arrangement – Goods or services
3. Annex A: Streams and categories (by region/metropolitan area)
4. Annex B: Security Requirement Check List (SRCL)
5. the supplier's proposal received in response to the request for SA E60ZT-180024

8. Certifications and additional information

Compliance with the certifications provided by the supplier in the arrangement is a condition of the SA and subject to verification by Canada during the term of the SA and of any resulting contract that would continue beyond the period of the SA. The ongoing cooperation in providing additional information are conditions of issuance of the SA and failure to comply will constitute the supplier in default. If it is determined that any certification made by the supplier in the arrangement is untrue, whether made knowingly or unknowingly, Canada has the right to terminate any resulting contract for default and suspend or cancel the SA.

9. Applicable laws

The SA and any contract resulting from the SA must be interpreted and governed, and the relations between the parties determined, by the laws in force in Ontario unless otherwise stipulated in the supplier’s arrangement or resulting contract.

10. Suspension or cancellation of qualification by Canada

In addition to the circumstances identified in general conditions 2020—Supply arrangement—Goods or services, Canada may, by sending written notice to the supplier, suspend or cancel the SA where the supplier has made public any information that conflicts with the terms, conditions, pricing or availability of systems identified in this SA, or where the supplier is in default in carrying out any of its obligations under this SA, including any violations of the Code of Conduct for Procurement.

If an identified user (also known as a client department) notifies the SA authority that they have terminated a contract for default with a pre-qualified supplier, under General conditions—Supply arrangement—Goods or services 2020 09 1(b), the supply arrangement authority may do the following:

1. First default: Provide a written warning to the pre-qualified supplier, outlining the repercussions should this happen again
2. Second default: Suspend the SA of the pre-qualified supplier for a period of 3 months upon written notification to the pre-qualified supplier. The written notification will indicate the date on which the suspension will be complete
3. Third default: Suspend the SA of the pre-qualified supplier for a period of 6 months upon written notification to the pre-qualified supplier. The written notification will indicate the date on which the suspension will be complete, and in the case of multiple suspensions, confirm the number of suspensions the pre-qualified supplier has already received

Once each suspension is over, the pre-qualified supplier will be advised in writing that their SA will be re-activated.

If Canada gets notified of a fourth default, Canada will terminate the SA with the pre-qualified supplier who now becomes a former pre-qualified supplier. The former pre-qualified supplier must then wait 1 year before they may apply to pre-qualify under the SA. For the purpose of re-qualification, they are considered to be a ‘new bidder’. As a ‘new bidder’, the former pre-qualified supplier must substantiate that they meet all the mandatory criteria outlined in the RFSA documentation.

11. Corporate changes to suppliers

New suppliers: If an existing supplier creates a new entity as a result of a corporate change that occurred less than 1 year before the closing date of the specific quarter that is currently opened, (identified in Part 2—Supplier instructions, item 5 of the request for supply arrangement solicitation as well as under item 4.3 of the supply arrangement), Canada may, despite the Standard instructions 2008-5.8 and general conditions 2020-3.e, consider all of the following:

1. the 1 year minimum requirement to be met for the new entity
2. the transfer of an SA
3. allowing the carry-over of existing information already on file, if applicable

Existing suppliers: If an existing supplier undergoes a corporate change, Canada may, despite the Standard instructions 2008-5.8 and general conditions 2020-3.e, consider all of the following:

1. the transfer of an SA
2. allowing the carry-over of existing information already on file, if applicable

The new/existing supplier must certify to all of the following:

1. The corporate change was solely for tax or other purposes unrelated to the business of the other legal entities
2. The corporate change does not affect the ability of the new/existing supplier to carry on the business that had been carried on by the previous legal entity or entities
3. The new/existing supplier has carried on the business on behalf of all of the other legal entity or entities involved, uninterrupted from the date of the corporate change
4. The new/existing supplier maintains the same assets, undertakings, operational capability, skills and resources as the other legal entity or entities had maintained before the corporate change
5. The other legal entity or entities has or have each carried on business, uninterrupted and in the normal course, for at least 1 year
6. The new/existing supplier did not reorganize or restructure due to bankruptcy
7. The new/existing supplier and its affiliates are in compliance with the ‘Integrity Provisions’ certification
8. The new/existing supplier is security cleared to the same level as the other legal entity or entities

In order for the information from 1 SA to be transferred to the new/existing supplier, the new/existing supplier must submit an electronic bid through the Centralized Professional Services System ePortal.

The timeline to process the transfer of information from 1 SA to the new/existing supplier in the CPSS e-Portal may take up to 6 months as the submission will be evaluated along with all other bids submitted under the quarter that is being evaluated.

12. Indigenous business certification

Where an Indigenous business certification has been provided, the supplier warrants that its certification of compliance is accurate and complete and in accordance with the "Requirements for the set-aside program for Indigenous business" detailed in Annex 9.4 of the supply manual.

If such a certification has been provided, the supplier must keep proper records and documentation relating to the accuracy of the certification provided to Canada. The contractor must obtain the written consent of the CA before disposing of any such records or documentation before the expiration of 6 years after final payment under the contract, or until settlement of all outstanding claims and disputes, under the contract, whichever is later. All such records and documentation must at all times during the retention period be open to audit by the representatives of Canada, who may make copies and take extracts. The supplier must provide all reasonably required facilities for any audits.

Nothing in this clause must be interpreted as limiting the rights and remedies which Canada may otherwise have pursuant to the contract.

13. Comprehensive land claims area

The SA is for the delivery of the requirement detailed in the SA to the identified users across Canada, excluding locations within Yukon, Northwest Territories, Nunavut, Quebec, and Labrador that are subject to Comprehensive Land Claims Agreements (CLCAs). Any requirement for deliveries to locations within CLCAs areas within Yukon, Northwest Territories, Nunavut, Quebec, or Labrador will have to be treated as a separate procurement, outside of the SA.

14. Environmental considerations

As part of Canada's policy directing federal departments and agencies to take the necessary steps to acquire products and services that have a lower impact on the environment than those traditionally acquired, suppliers should consider the below measures:

1. Paper consumption
   • Provide and transmit draft reports, final reports, other documents and bids in electronic format. Should printed material be required, double sided printing in black and white format is the default unless otherwise specified by the federal department user
   • Printed material is requested on minimum recycled content of 30% and/or certified as originating from a sustainably managed forest
   • Recycle unneeded printed documents (in accordance with security requirements)
2. Travel requirements
   • The supplier is encouraged to use video and/or teleconferencing where possible to cut down unnecessary travel
   • Use of properties with environmental ratings: Contractors to the Government of Canada may access the PWGSC (PSPC) accommodation directory, which includes eco-rated properties. When searching for accommodation search for properties with environmental ratings, identified by green keys or green leafs that will honour the pricing for contractors
   • Use of public/green transit where feasible

15. Travel and living

The travel and living expenses are calculated differently between the regions and metropolitan areas and this may affect the total cost of a professional services contract as a result of a bid solicitation under the SA. Accordingly, if any contract resulting from a solicitation under this SA permits payment to a contractor in its basis of payment for travel and living expenses, such expense will only be reimbursed in accordance with the information provided on the Supply arrangement travel and living information web page of the CPSS website.

16. Regions and metropolitan areas

Definitions of the remote/virtual zone, regions and metropolitan areas are incorporated by reference into this SA, with the exception that for the purposes of this SA, the remote/virtual access is to be considered as another region.

The following regions and metropolitan areas may receive professional services under this SA where a supplier is qualified to do so:

17. Proactive disclosure of contracts with former public servants (if applicable)

By providing information on its status, with respect to being a former public servant in receipt of a Public Service Superannuation Act (PSSA) pension, the contractor has agreed that this information will be reported on departmental websites as part of the published proactive disclosure reports, in accordance with Contracting policy notice: 2012-2 of the Treasury Board Secretariat of Canada.

18. Transition to an electronic procurement solution

During the period of the SA, Canada may transition to an electronic procurement solution (EPS) for more efficient processing and management of individual contracts for any or all of the SA’s applicable goods and services. Canada reserves the right, at its sole discretion, to make the use of the new EPS mandatory.

Canada agrees to provide the supplier with at least a 3 month notice to allow for any measures necessary for the integration of the SA into the EPS. The notice will include a detailed information package indicating the requirements, as well as any applicable guidance and support.

If the supplier chooses not to provide the SA of their goods or services through the EPS, the SA may be set aside by Canada.

1. Bid solicitation documents

Canada will use the bid solicitation templates for medium complexity requirements; available on GCPedia at ProServices.

The bid solicitation will contain as a minimum the following:

1. security requirements
2. a complete description of the work to be performed
3. 2003, Standard instructions—Goods or services—Competitive requirements; or 2004, Standard instructions—Goods or services—Non-competitive requirements
4. the supplemental general conditions (insert number, date and title);
   Supplemental general conditions 4007 Canada to own intellectual property rights in foreground information must be used for requirements under Stream 15: Learning services for government owned training
5. bid preparation instructions
6. instructions for the submission of bids (address for submission of bids, bid closing date and time)
7. evaluation procedures and basis of selection
8. financial capability (if applicable)
9. certifications, as applicable to the evaluation of resources
10. conditions of the resulting contract

2. Bid solicitation process: Requirements valued below the Canada – Korea Free Trade Agreement threshold

1. General

The conditions of any contract awarded under the SA will be in accordance with the resulting contract clauses of the medium complexity template used for the bid solicitation template, which is set out in the Standard acquisition clauses and conditions manual issued by PWGSC (PSPC).

2. Security requirement

Clients can view the SRCLs at Common centralized professional services: Security requirement checklists.

3. Statement of work

The work to be performed is detailed under Annex X of the resulting contract clauses.

4. Standard clauses and conditions

All clauses and conditions identified in the contract by number, date and title are set out in the Standard acquisition clauses and conditions manual issued by PWGSC (PSPC).

5. Term of contract

6. Authorities

7. Proactive disclosure of contracts with former public servants (if applicable)

By providing information on its status, with respect to being a former public servant in receipt of a Public Service Superannuation Act (PSSA) pension, the contractor has agreed that this information will be reported on departmental websites as part of the published proactive disclosure reports, in accordance with Contracting policy notice: 2012-2 of the Treasury Board Secretariat of Canada.

8. Payment

9. Invoicing instructions

Use applicable Standard Acquisition Clauses and Conditions (SACC) Manual clauses or other approved clauses related to invoicing instructions. Invoicing instructions also cover claims for progress payment; therefore any reference to invoices would also cover claims for progress payment. Examples of clauses to insert in full text: H3020C, H3022C, H3024C, H5001C.

10. Certifications: Compliance

Compliance with the certifications and related documentation provided by the contractor in its bid is a condition of the contract and subject to verification by Canada during the term of the contract. If the contractor does not comply with any certification, provide the related documentation or if it is determined that any certification made by the contractor in its bid is untrue, whether made knowingly or unknowingly, Canada has the right, pursuant to the default provision of the contract, to terminate the contract for default.

11. Applicable laws

The contract must be interpreted and governed, and the relations between the parties determined, by the laws in force in . (Insert the name of the province or territory as specified by the bidder in its bid, if applicable).

12. Priority of documents

If there is a discrepancy between the wording of any documents that appear on the list, the wording of the document that first appears on the list has priority over the wording of any document that subsequently appears on the list.

1. the articles of agreement
2. the general conditions (insert number, date and title)
3. the supplemental general conditions  (insert number, date and title)
   Supplemental General Conditions 4007 Canada to own intellectual property rights in Foreground Information (must be used for requirements under Stream 15: Learning services for government owned training)
4. Annex X, Statement of work
5. Annex X, Security Requirements Check List (if applicable)
6. Annex X, Tasks Authorization (TA) form (if applicable)
7. Supply arrangement number E60ZT-180025/ XXX /ZT or E60ZT-180026/ XXX /ZT or E60ZT-180027/ XXX /ZT or E60ZT-180028/ XXX /ZT or E60ZT-180029/ XXX /ZT
8. the contractor's bid dated (insert date of bid)
   (If the bid was clarified or amended, insert at the time of contract award, as clarified on " or ", as amended on " and insert date(s) of clarification(s) or amendment(s))

13. Defence contract

If applicable, use the following clause when the requirement is a defence contract as defined in the Defence Production Act.

SACC Manual clause A9006C (insert date) defence contract

14. Travel and living

15. Limitation of liability: Information management/Information technology

Applicable to information technology (IT) requirements only.

1. Any reference in this section to damages caused by the contractor also includes damages caused by its employees, as well as its subcontractors, agents, and representatives, and any of their employees. This section applies regardless of whether the claim is based in contract, tort, or another cause of action. The contractor is not liable to Canada with respect to the performance of or failure to perform the contract, except as described in this section and in any section of the contract pre-establishing any liquidated damages. The contractor is only liable for indirect, special or consequential damages to the extent described in this article, even if it has been made aware of the potential for those damages
2. First party liability:
   1. The contractor is fully liable for all damages to Canada, including indirect, special or consequential damages, caused by the contractor’s performance or failure to perform the contract that relate to:
      1. any infringement of intellectual property rights to the extent the contractor breaches the section entitled "Intellectual property infringement and royalties"
      2. physical injury, including death
   2. The contractor is liable for all direct damages caused by the contractor's performance or failure to perform the contract affecting real or tangible personal property owned, possessed, or occupied by Canada
   3. Each of the parties is liable for all direct damages resulting from its breach of confidentiality under the contract. Each of the parties is also liable for all indirect, special or consequential damages in respect of its unauthorized disclosure of the other party’s trade secrets (or trade secrets of a third party provided by 1 party to another under the contract) relating to information technology
   4. The contractor is liable for all direct damages relating to any encumbrance or claim relating to any portion of the work for which Canada has made any payment. This does not apply to encumbrances or claims relating to intellectual property rights, which are addressed under (i.A) above
   5. The contractor is also liable for any other direct damages to Canada caused by the contractor's performance or failure to perform the contract that relate to:
      1. any breach of the warranty obligations under the contract, up to the total amount paid by Canada (including any applicable taxes) for the goods and services affected by the breach of warranty; and
      2. any other direct damages, including all identifiable direct costs to Canada associated with re-procuring the work from another party if the contract is terminated either in whole or in part for default, up to an aggregate maximum for this subparagraph (B) of the greater of [.75] times the total estimated cost (meaning the dollar amount shown on the first page of the contract in the cell titled "Total estimated cost" or shown on other document used to order services under this instrument)
   6. In any case, the total liability of the contractor under paragraph (v) will not exceed the total estimated cost (as defined above) for the contract
   7. If Canada’s records or data are harmed as a result of the contractor’s negligence or willful act, the contractor’s only liability is, at the contractor’s own expense, to restore Canada’s records and data using the most recent backup kept by Canada. Canada is responsible for maintaining an adequate backup of its records and data
3. Third party claims:
   1. Regardless of whether a third party makes its claim against Canada or the contractor, each party agrees that it is liable for any damages that it causes to any third party in connection with the contract as set out in a settlement agreement or as finally determined by a court of competent jurisdiction, where the court determines that the parties are jointly and severally liable or that 1 party is solely and directly liable to the third party. The amount of the liability will be the amount set out in the settlement agreement or determined by the court to have been the party’s portion of the damages to the third party. No settlement agreement is binding on a party unless its authorized representative has approved the agreement in writing
   2. If Canada is required, as a result of joint and several liability, to pay a third party in respect of damages caused by the contractor, the contractor must reimburse Canada by the amount finally determined by a court of competent jurisdiction to be the contractor’s portion of the damages to the third party. However, despite paragraph (i), with respect to special, indirect, and consequential damages of third parties covered by this section, the contractor is only liable for reimbursing Canada for the contractor’s portion of those damages that Canada is required by a court to pay to a third party as a result of joint and several liability that relate to the infringement of a third party’s intellectual property rights; physical injury of a third party, including death; damages affecting a third party’s real or tangible personal property; liens or encumbrances on any portion of the work; or breach of confidentiality
   3. The parties are only liable to one another for damages to third parties to the extent described in this paragraph c

16. Liability

Applicable to non-IT requirements only

The contractor is liable for any damage caused by the contractor, its employees, subcontractors, or agents to Canada or any third party. Canada is liable for any damage caused by Canada, its employees or agents to the contractor or any third party. The parties agree that no limitation of liability or indemnity provision applies to the contract unless it is specifically incorporated in full text in the articles of agreement. Damage includes any injury to persons (including injury resulting in death) or loss of or damage to property (including real property) caused as a result of or during the performance of the contract.

17. Intellectual property infringement and royalties

1. The contractor represents and warrants that, to the best of its knowledge, neither it nor Canada will infringe any third party's intellectual property rights in performing or using the work, and that Canada will have no obligation to pay royalties of any kind to anyone in connection with the work
2. If anyone makes a claim against Canada or the contractor concerning intellectual property infringement or royalties related to the work, that party agrees to notify the other party in writing immediately. If anyone brings a claim against Canada, according to Department of Justice Act, R.S., 1985, c. J-2, the Attorney General of Canada must have the regulation and conduct of all litigation for or against Canada, but the Attorney General may request that the contractor defend Canada against the claim. In either case, the contractor agrees to participate fully in the defence and any settlement negotiations and to pay all costs, damages and legal costs incurred or payable as a result of the claim, including the amount of any settlement. Both parties agree not to settle any claim unless the other party first approves the settlement in writing
3. The contractor has no obligation regarding claims that were only made because:
   1. Canada modified the work or part of the work without the contractor's consent or used the work or part of the work without following a requirement of the contract; or
   2. Canada used the work or part of the work with a product that the contractor did not supply under the contract (unless that use is described in the Contract or the manufacturer's specifications); or
   3. the contractor used equipment, drawings, specifications or other information supplied to the contractor by Canada (or by someone authorized by Canada); or
   4. the contractor used a specific item of equipment or software that it obtained because of specific instructions from the CA; however, this exception only applies if the contractor has included the following language in its own contract with the supplier of that equipment or software: "[Supplier name] acknowledges that the purchased items will be used by the Government of Canada. If a third party claims that equipment or software supplied under this contract infringes any intellectual property right, [supplier name], if requested to do so by either [contractor name] or Canada, will defend both [contractor name] and Canada against that claim at its own expense and will pay all costs, damages and legal fees payable as a result of that infringement." Obtaining this protection from the supplier is the contractor's responsibility and, if the contractor does not do so, it will be responsible to Canada for the claim
4. If anyone claims that, as a result of the work, the contractor or Canada is infringing its intellectual property rights, the contractor must immediately do one of the following:
   1. take whatever steps are necessary to allow Canada to continue to use the allegedly infringing part of the work; or
   2. modify or replace the work to avoid intellectual property infringement, while ensuring that the work continues to meet all the requirements of the contract; or
   3. take back the work and refund any part of the contract price that Canada has already paid

If the contractor determines that none of these alternatives can reasonably be achieved, or if the contractor fails to take any of these steps within a reasonable amount of time, Canada may choose either to require the contractor to do (c), or to take whatever steps are necessary to acquire the rights to use the allegedly infringing part(s) of the work itself, in which case the contractor must reimburse Canada for all the costs it incurs to do so.

18. No responsibility to pay for work not performed due to closure of Government offices

1. Where the contractor, its employees, subcontractors, or agents are providing services on government premises under the contract and those premises are inaccessible because of the evacuation or closure of government offices, and as a result no work is performed, Canada is not responsible for paying the contractor for work that otherwise would have been performed if there had been no evacuation or closure
2. If, as a result of any strike or lock-out, the contractor or its employees, subcontractors or agents cannot obtain access to government premises and, as a result, no work is performed, Canada is not responsible for paying the contractor for work that otherwise would have been performed if the contractor had been able to gain access to the premises

19. Translation of documentation

The contractor agrees that Canada may translate in the other official language any documentation delivered to Canada by the contractor that does not belong to Canada. The contractor acknowledges that Canada owns the translation and that it is under no obligation to provide any translation to the contractor. Canada agrees that any translation must include any copyright notice and any proprietary right notice that was part of the original. Canada acknowledges that the contractor is not responsible for any technical errors or other problems that may arise as a result of the translation.

20. Replacement of specific individuals

1. If specific individuals are identified in the contract to perform the work, the contractor must provide the services of those individuals unless the contractor is unable to do so for reasons beyond its control
2. If the contractor is unable to provide the services of any specific individual identified in the contract, it must provide a replacement with similar qualifications and experience. The replacement must meet the criteria used in the selection of the contractor and be acceptable to Canada. The contractor must, as soon as possible, give notice to the CA of the reason for replacing the individual and provide:
   1. the name, qualifications and experience of the proposed replacement; and
   2. proof that the proposed replacement has the required security clearance granted by Canada, if applicable
3. The contractor must not, in any event, allow performance of the work by unauthorized replacement persons. The CA may order that a replacement stop performing the work. In such a case, the contractor must immediately comply with the order and secure a further replacement in accordance with subsection 2. The fact that the CA does not order that a replacement stop performing the work does not relieve the contractor from its responsibility to meet the requirements of the contract

21. Ownership

1. Unless provided otherwise in the contract, the work or any part of the work belongs to Canada after delivery and acceptance by or on behalf of Canada
2. However if any payment is made to the contractor for or on account of any work, either by way of progress or milestone payments, that work paid for by Canada belongs to Canada upon such payment being made. This transfer of ownership does not constitute acceptance by Canada of the work or any part of the work and does not relieve the contractor of its obligation to perform the work in accordance with the contract
3. Despite any transfer of ownership, the contractor is responsible for any loss or damage to the work or any part of the work until it is delivered to Canada in accordance with the contract. Even after delivery, the contractor remains responsible for any loss or damage to any part of the work caused by the contractor or any subcontractor
4. Upon transfer of ownership to the work or any part of the work to Canada, the contractor must, if requested by Canada, establish to Canada's satisfaction that the title is free and clear of all claims, liens, attachments, charges or encumbrances. The contractor must execute any conveyances and other instruments necessary to perfect the title that Canada may require

22. Identification protocol responsibilities

The contractor will be responsible for ensuring that any of its resources, representatives or subcontractors complies with the following self-identification requirements:

1. Contractors who attend a Government of Canada meeting (whether internal or external to Canada's offices) must identify if they are a contractor prior to the commencement of the meeting, to ensure that each meeting participant is aware of the fact that the individual is not a Government of Canada employee
2. During the performance of any work at a Government of Canada site, the contractor must be clearly identified at all times as being a contractor
3. If a contractor requires the use of the Government of Canada's e-mail system in the performance of the work, then the individual must clearly identify him or herself as a contractor in all electronic mail including the signature block as well as under "Properties". This identification protocol must also be used in all other correspondence, communication, and documentation
4. If Canada determines that the contractor are in breach of any obligation stated in this clause, upon written notice from Canada the contractor must submit a written action plan describing the corrective measures it will implement to eliminate the recurrence of the problem. The contractor will have 5 working days to deliver the action plan to the client or the CA, and 20 working days to rectify the underlying problem
5. In addition to any other rights it has under the contract, Canada may terminate the contract for default if the corrective measures required of the contractor described above are not met

23. Dispute resolution

1. The parties agree to maintain open and honest communication about the work throughout and after the performance of the contract
2. The parties agree to consult and co-operate with each other in the furtherance of the contract and promptly notify the other party or parties and attempt to resolve problems or differences that may arise
3. If the parties cannot resolve a dispute through consultation and cooperation, the parties agree to consult a neutral third party offering alternative dispute resolution services to attempt to address the dispute
4. Options of alternative dispute resolution services can be found on Canada’s Buy and Sell website under the heading "Dispute resolution"