Government of Canada Gouvernement du Canada Industry Canada Web Accessibility Office Web-4-All Technology Loan Agreement --------------------------------------------------------------------------- WEB-4-ALL THIS CONTRACT made on Date: (blank field) BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF CANADA, as represented herein by the Minister of Industry; Hereinafter called "the Lender", OF THE FIRST PART; AND: (blank field) incorporated or registered under the laws of (blank field) province of Canada Hereinafter called "the Borrower". OF THE SECOND PART, PURPOSE A. the Lender, in consideration for the borrower to provide a broader access of Information Technology to the Canadian Public including people with disability and/or literacy challenges and the conditions hereinafter stated, loans in accordance with this contract ("Loan") to the Borrower the equipment described in Schedule "A" (the Equipment) for use exclusively on the Borrower's premises also described in Schedule "A". B. The Lender shall sub-licence the Web-4-All Licence from the University of Toronto's Resource Centre for Academic Technology to Industry Canada (hereinafter: the Licence) to the Borrower pursuant to the terms of the Licence as described in Schedule "B". C. The Borrower shall have and hold the Equipment starting the date on which the contract is signed until the date on which the Loan will terminate and undertakes to respect the terms and conditions of this Loan. TERMS AND CONDITIONS A. EQUIPMENT 1. The Borrower shall not make any assignment or sale of this Loan, or of the Equipment. 2. The Borrower shall not have any claim or demand against the Lender for detriment, damage or injury of any nature by or to the Equipment. 3. The Equipment shall be used exclusively for the provide members of the public who have disability and/or literacy challenges with access to computers and the Internet. 4. The Borrower shall, at all times during the currency of this Loan, maintain the said Equipment in good condition and the Lender shall have the right to have the said Equipment inspected at any reasonable time by a representative of the Lender. 5. The Equipment remains the property of Industry Canada. 6. Upon written request from the Lender to terminate this Loan, the Borrower shall return the Equipment to the Lender or its representative, in good condition, subject to normal wear and tear. 7. The Borrower shall, at all time, indemnify and save harmless the Lender from and against all claims, loss, costs, damages, actions, suits or other proceedings by whomsoever made, brought or prosecuted, in any manner based upon, occasioned by or attributable to the execution of these Presents, or any action taken or things done or maintained by virtue hereof, or the exercise in any manner of rights arising hereunder, except claims for damage resulting from the negligence of any officer or servant of Her Majesty in right of Canada while acting within the scope of his duties of employment. 8. It is agreed that this Contract is binding on the Parties, and their successors and permitted assigns. 9. No member of the Parliament of Canada will be admitted to any share or part of any contract, agreement or commission made pursuant to this Loan or to any benefit arising therefrom. 10. The Borrower represents and warrants that any person who lobbies on its behalf to obtain this Agreement, or any benefit thereunder, and who is required to be registered pursuant to the Lobbyists Registration Act R.S. 1985, c.44 (4th Supplement) is registered pursuant to that Act. B. SUB-LICENCE 1. The Lender hereby grants to the Borrower a non exclusive, fully paid, and royalty-free sub-license to exercise the Intellectual Property Rights (IP rights) in the Licence so long as the IP rights are located in the Equipment and only for the duration of the Loan. 2. This sub-licence is subordinate to the general conditions of the Licence. Any revocation of the Licence shall automatically entail the revocation of this sub-licence. 3. The Borrower shall not have the right to sub-licence the sub-licence or otherwise authorize any party to exercise any of the IP rights in either the Licence or this sub-licence. 4. The Borrower undertakes to destroy at the end of this Loan any extra copy of the sub-licenced IP rights arising from this Loan. 5. Any infringement of the terms of this sub-licence shall automatically entail its revocation. IN WITNESS WHEREOF the parties hereto have executed these Presents the day and year first above written. SIGNED, SEALED AND DELIVERED by the Lender in the presence of- (blank field) Witness (blank field) For the Lender SIGNED, SEALED AND DELIVERED by the Borrower in the presence of - (blank field) Witness (blank field) For the Borrower SCHEDULE A EQUIPMENT LIST AND LOCATION #___ Complete Package(s) Containing: DESCRIPTION OF THE EQUIPMENT: • 1 Kensington Orbit Trackball • 1 External Serial Port Hitachi Card Reader • 1 Installation CD containing software to the Web-4-All Program, and Opera, HomePage • Reader, eReader and Visual Dynamic Keyboard Program • User Training Materials in braille, large print, and audio tape • Installation and Technical Support Manual Please List Serial #(s) below: _____________________________ _____________________________ _____________________________ LOCATION WHERE THE GOODS WILL BE KEPT: (Contact Name and Address) ___________________________________________ ___________________________________________ DATE OF RECEIPT IN GOOD WORKING ORDER: ___________________________________________ ---------------------------------------------------------------------------