CHAPTER 6


CONTRACTUAL PROVISIONS FOR USE WITHIN

THE INTEGRATED FRAMEWORK FOR THE DISSEMINATION AND LICENSING OF GOVERNMENT GEOGRAPHIC DATA

The distribution models proposed within the integrated framework for the dissemination and licensing of government geographic data are built on a common base supportive of government geographic data dissemination objectives and which emphasize a common approach to the fulfilment of those objectives.

This common base is reinforced and made evident by common structures and content across the three (3) types of licence agreements, superseded only by a limited number of specific provisions required to fulfill particular governmental geographic data dissemination objectives. 

Essential components to be included in all three types of licence agreements pertaining to the dissemination of government geographic data are set out in the following sections:

6.1  Preamble 

The preamble is the introduction to the licence agreement. It serves essentially two functions: it identifies the contracting parties; and provides background or contextual information.

     This licence agreement made as of the ____ day of _____, 200___

     Between:     Her Majesty the Queen in Right of Canada, as represented by the Minister of __________  (the “Licensor”)

     And:                        ___________________ (the “Licensee”)

The introductory portion of an electronic Crown licence agreement is usually preceded by an advisory worded as follows:

NOTICE TO USERS: PLEASE READ THIS LICENCE AGREEMENT FOR DIGITAL DATA CAREFULLY BEFORE PRESSING THE “I AGREE” BUTTON BELOW. BY PRESSING “I AGREE”, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS “I DISAGREE”, IN WHICH CASE YOU WILL NOT BE PERMITTED TO ACCESS AND USE THE DATA. 

followed by a shortened introductory portion, in the following terms:

This is a legal agreement between you (the “Licensee”) and Her Majesty the Queen in Right of Canada, as represented by ______________[insert name of department or federal agency] (the “Licensor”).

Irrespective of the manner in which the licence agreement is concluded, the parties should be clearly identified.

6.2     Definitions

6.3     Intellectual Property Rights

Governmental producers of geographic data will provide licensees with access to: 1) Crown intellectual property; and/or 2) to intellectual property of a third party licensed to the Crown, with corresponding sub-licensing rights.

Accordingly, the Crown will seek to ensure that ownership of the intellectual property licensed to the licensee, whether it consists of Crown intellectual property, of intellectual property licensed to the Crown or a combination of the two, is clearly set out in the licence agreement.

6.4     Grant Clause

The grant clause sets out the rights being granted. It is the permission given by the licensor to the licensee to use the intellectual property that is the subject matter of the licence agreement. This permission may be general or limited in a number of ways, according to the type of licence agreement and the values and objectives it is intended to support. In reviewing various geographic licence agreements, rights granted often include the right to:

The grant clause will also indicate whether the licence grant is royalty-free or royalty-bearing. Stated dissemination objectives will mandate the appropriateness of including royalty provisions in particular licence agreements.

Also frequently included in the grant clause is the geographic boundary of the licence. For example, rights to a government geographic data set may be limited for use only in Canada.  It should however be noted that global or worldwide rights should be the norm as relates to electronic dissemination of government geographic data, since it is difficult and not always feasible to distinguish territories in an electronic environment. The extent of the rights granted to a licensee is, in the context of the licensing of government geographic data, a function of the rationale underlying the dissemination. Accordingly, there will be differences in the formulation of the grant clause of an unrestricted use licence agreement, of an end-user licence agreement and of a distributor agreement.

A no-royalty licence agreement may be transformed into a royalty-bearing licence, provided however such is not inconsistent with the dissemination objectives and internal policies of the relevant governmental department or agency. In such cases, details as to the revenue scheme and reporting requirements may be specified in a schedule to the licence agreement.

Government departments and agencies may again opt to impose on a licensee royalty payment and appurtenant reporting obligations, as long they are not inconsistent with dissemination policy or imperatives.

The licence grant in an end-user distributor agreement may be expressed as follows:

Subject to this Agreement, the Licensor hereby appoints the Distributor and the Distributor hereby accepts such appointment, as a non-exclusive distributor of the Data, and grants to the Distributor a non-exclusive, non-transferable, non assignable right and licence to exercise such of the Licensor’s Intellectual Property Rights and such of the Licensor’ Licensed Rights in the Data, in the Territory, to:

  1. use and reproduce the Data for the purposes of carrying out promotion, marketing and distribution activities targeted to the Market, provided any and all reproductions of the Data shall carry the notices and metadata information set out in section ___ hereof and the caveat contained in section ___ hereof (no representation and warranties, indemnity, surviving obligations), to be amended in such circumstances by replacing the term “Licensor” as found in the aforementioned provisions with the Licensor’s applied title or any such designation as the Licensor may indicate;
  2. reproduce and license the Data to the Market, provided such licences shall be evidenced in writing, shall be on the same terms and conditions as contained herein without, however, granting sub-licensing rights, and shall specifically include the provisions contained in sections ___ , ___ and ____ hereof (acknowledgment of source, incorporation of metadata, no representation and warranties, indemnity, surviving obligations), to be amended in the circumstances by replacing, in any such licence agreements, the term “Licensor” as found in the aforementioned provisions with the Licensor’s applied title or any such designation as the Licensor may indicate. For greater clarity, licences granted by the Distributor in the exercise of its rights hereunder shall specifically provided that licensees of the Distributor shall have no right to further distribute the Data;
  3. use, reproduce, translate and modify the Data for the purpose of making, or causing to be made, sell or license or cause to be sold or licensed, Modifications and/or Derived Products, provided such Modifications and/or Derived Products shall carry the notices and metadata information set out in section ___ hereof and the caveat contained in section ___ hereof (no representation and warranties, indemnity, surviving obligations), to be amended in such circumstances by replacing the term “Licensor” as found in the aforementioned provisions with the Licensor’s applied title or any such designation as the Licensor may indicate; and
  4. license to third parties such of the Data as may be incorporated in Derived Products, provided such licences shall be evidenced in writing, shall be on the same terms and conditions as contained herein without, however, granting sub-licensing rights, and shall specifically include the provisions contained in sections ___ , ___ and ____ hereof (acknowledgment of source, incorporation of metadata, no representation and warranties, indemnity, surviving obligations), to be amended in the circumstances by replacing, in any such licence agreements, the term “Licensor” as found in the aforementioned provisions with the Licensor’s applied title or any such designation as the Licensor may indicate. For greater clarity, licences granted by the Distributor in the exercise of its rights hereunder shall specifically provided that licensees of the Distributor shall have no right to further distribute the Data.

The model agreement contained in Appendix C is for the tertiary model.

6.5     Acknowledgement of Source and Incorporation of  Metadata

It is appropriate, and consistent with the dissemination rationale and Treasury Board policy, that the licensee:

  1. acknowledge the appropriate government department or agency as the source of the licensed data; and
  2. incorporate metadata included in the provision of the government’s or agency’s data,

in all downstream distribution of government geographic data or applications containing any of the said data.

                   Reproduced with the permission of _________________ (applied title of Licensor)    

The Licensee (or Distributor, as the case may be) shall incorporate in all reproduction and downstream distribution of the Data all metadata included by the Licensor in the provision of the Data.

6.6     Fees and Royalties

In recognition of departments and agencies’ varying mandates and cost-recovery policies and targets, it is suggested that provisions for fees and royalties schemes be set out in a Schedule to the licence agreements. The relevant clause in the licence agreement could be worded as follows:

In consideration of the rights and licences granted under this Agreement, the Licensee shall pay to the Licensor the fee or fees prescribed in Schedule “___” attached hereto, in the manner set out in said Schedule.

6.7     Representations, Warranties, Indemnities

An indemnity clause is only as useful as the financial viability of the licensee. Sometimes, in order to ensure that the licensee is able to meet the requirement to indemnify, government departments and agencies require that the licensee procure insurance coverage naming the government department or agency as “additional insured”.

               The Licensee shall indemnify the Licensor and its officers, directors, employees, authorized agents and contractors from all claims whatsoever alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of the Licensee ’s possession or use of the Data or the exercise by the Licensee of its rights hereunder. 

               The Licensee’s obligation to indemnify the Licensor under this Agreement shall not affect or prejudice the Licensor from exercising any other rights under law.

              The provisions of this Article ____ shall survive termination of this Agreement.      

          The Distributor represents and warrants that:

      1. it has the capacity and resources to exercise the rights herein granted to it and to fulfill its obligations under this Agreement; and
      2. there are no legal impediments to the carrying out of the Distributor’s rights and obligations under this Agreement.

6.8     Term

The following term provision is appropriate for use in an unrestricted use, end-user and distributor licence agreement:

This Agreement is effective as of __________ and shall remain in effect for a period of ____ (_) years, subject to subsections ______ below.

At the end of the first term, this Agreement shall automatically be extended for successive _____(___)- year terms, subject to subsection ___ below, provided the Licensee is not then in breach of any of the terms and conditions of this Agreement.

6.9     Termination and Surviving Obligations

A typical Termination and Surviving Obligations clause for insertion in an unrestricted use, end-use or distributor licence may provide as follows:

         This Agreement may be terminated prior to its expiration:

(i) automatically and without notice, if the Licensee commits or permits a breach of any of its covenants or obligations under this Agreement

(ii) upon written notice of termination by the Licensee at any time, and such termination shall take effect thirty (30) days after the receipt by the Licensor  of such notice; or  

(iii)  upon mutual agreement of the Parties.

Upon the expiration or termination of this Agreement, for whatever reason, the Licensee’s rights under section ___ (grant section) shall immediately cease; and all obligations of the Parties which expressly or by their nature survive expiration or termination shall continue in full force and effect subsequent to and notwithstanding such expiration or termination, until they are fully satisfied or by their nature expire. For greater clarity, but without restricting the generality of the foregoing, the following provisions survive expiration or termination of this Agreement:

_____ (fees and royalties – set out in Schedule)

_____ (records and audit - set out in Schedule)

_____ (indemnity, insurance)

Specific to an Unrestricted Use Licence Agreement and Distributor Licence Agreement

To ensure that third parties (other than licensees) who have legitimately obtained rights to the Data are not prejudiced by an early termination of the licence agreement, it would be advisable to include in unrestricted use licence agreements and distributor agreements, in addition to the foregoing clause, this provision:

Notwithstanding subsection ___above, the Licensee may continue to use the Data for the purpose of completing orders of Derived Products made before the termination date of this Agreement; provided that the Licensee shall continue to pay royalties and to fulfill its reporting obligations set out in Schedule “__” attached hereto.

Notwithstanding the expiration or termination of this Agreement, all agreements entered into by the Licensee in the exercise of its rights under section ____  hereof prior to such expiration or termination and all obligations imposed therein shall continue in full force and effect subject to their terms.

6.10  Generalities Common to All Three Licence Agreements

It is also standard practice that the costs of any ADR mechanism be equally borne by the parties.

An alternate dispute resolution clause may be articulated as follows:

If a dispute arises concerning this Agreement, or if a proposed modification of any term of this Agreement cannot be agreed between the parties, the parties shall attempt to resolve the matter first by negotiation.

If the parties have not succeeded in negotiating a resolution, then they shall jointly submit the dispute to a mutually accepted mediator. If the parties cannot agree on an acceptable mediator, then either rparty may submit the dispute to binding arbitration.

The arbitral tribunal shall be governed by the UN Commercial Arbitration Code (the “Code”), referred to in the Commercial Arbitration Act, R.S.C” 1985, c. C-4.6, and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction over the matter.

The arbitral tribunal shall consist of one arbitrator chosen by the parties.

Subject to the Code, the parties agree that the award and determination of the arbitral tribunal shall be final and binding on both parties, shall be without right of appeal and shall be the exclsuvie remedy between the parties regarding any claims, counterclaims, issues or disputes presented to the arbitral tribunal.

Costs

The parties shall bear the costs of the mediation equally, except that each party shall bear its own personal costs of the mediation.

The costs of the arbitral tribunal’s fees and expenses shall be shared equally by the parties. The parties shall bear their own personal costs except that the losing party shall pay all costs, fees, levies and taxes arising from and necessitated by the enforcement of the arbitral tribunal’s award, including, without limitation, registration, enforcement charges or other judicial levies or costs.

It is important to clarify the relationship between the parties and the extent, if any, that any party is able to enter into obligations which will bind the other party to the agreement.  Standard wording is as follows:

The Parties expressly disclaim any intention to create a partnership, joint venture or joint enterprise. The Parties acknowledge and agree that nothing contained in this Agreement nor any acts of any party shall constitute or be deemed to constitute the parties as partners, joint venturers or principal and gent in any way or for any purpose. No Party has the authority to act for, or to assume any obligation or responsibility on behalf of the other Party. The relationship between the Parties is intended to be, and shall at all times be construed as that of licensor and licensee

6.11.    Conclusion

The development of a single, integrated framework for government geographic data dissemination data is contingent upon the promotion and increased use of standard licensing terms.  The contractual clauses highlighted above provide the common base upon which government geographic licence agreements are concluded. Deviations therefrom should not reflect semantic preferences, should be few and in all cases should be discussed with departmental legal services units.

Government geographic licence agreements are legally enforceable contracts that bind the departments and agencies who are party to them. Care must be afforded to their drafting to ensure they support government dissemination objectives, are consistent with the myriad of policies governing government dissemination and contracting activities and meet the rigors of the law.

The models found in the appendices to this document have been drafted in collaboration with the Department of Justice.  Any questions relating to their content should be directed to departments’ legal services units. 


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