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base is reinforced and made evident by common structures and content across the three (3) types of licence agreements, superseded only by a limited number of specific provisions required to fulfill particular governmental geographic data dissemination objectives.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:
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.
A licence agreement typically has an introductory portion introducing the parties to the agreement. Paper supported licence agreements usually contain the following introduction:
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.
The preliminary part of a licence agreement also includes recitals which serve to acquaint someone who is not familiar with the transaction by:
Recitals also include a statement that the parties agree to be bound by the terms of the licence agreement.
Recitals in a government geographic data licence agreement may properly read as follows:
NOW THEREFORE, in consideration of the covenants contained in this Agreement, the parties agree as follows:
Definitions to be contained in all three types of licence agreements pertaining to dissemination of government geographic data include the following:
“Agreement” means this licence agreement and all schedules annexed to this agreement, as the same may be amended from time to time in accordance with the provisions hereof.
“Data” means any original and fixed digital data (i.e. that is transmitted electronically), metadata, software or documentation licensed pursuant to the terms and conditions of this Agreement, described more fully in Schedule “A” attached hereto.
“Intellectual property rights” means any and all intellectual property rights recognized by the law, including any intellectual property rights protected through legislation, such as that governing copyright and patents.
“Licensor’s Data” means that Data, the Intellectual Property Rights of which vest with the Licensor.
It is important to differentiate between that Data which is owned by the Licensor, and that which is not, but is nonetheless licensed to the Licensor. An appropriate clause may read as follows:
“Licensor’s Licensed Rights” means those rights conferred upon the Licensor by third parties over the use of Data which is not the Licensor’s Data.
“Modifications” means any modification, enhancement, translation, update or upgrade of all or any part of the Data, in any medium.
In the Unrestricted Use and Distributor models, the full range of derived products and services is permitted. In the End-User model, derived products and services are limited to those that do not contain, in whole or in part, any of the originally licensed data. See section 5.3.1 for a discussion of the common approach to derived products. A definition of “Derived Products” for inclusion in an unrestricted use licence agreement and/or a distributor agreement could read as follows:
“Derived Products” means any product or service created from, or made functional through the use of all or part of the Data.
A suitable definition of “Derived Products” in the context of an end-user licence agreement may be as follows:
“Derived Products” means any product or service that derives from the Data, but that does not incorporate the Data, in whole or in part.
Given the distinctive nature of a distributor arrangement, the distributor agreement will contain some defined terms not found in neither the unrestricted use licence agreement nor the end-user licence agreement. Definitions contained in a distributor licence agreement will therefore include those discussed earlier and characterized as mandatory for inclusion in all three types of licence agreements pertaining to the dissemination of government geographic data, as well as the following:
Consideration must be given to the method of calculating royalties.
Royalties may be structured in a number of ways. They may consist of: 1) a percentage of moneys received by the distributor in exercising its licensed rights;2) strictly fees; 3) a combination of both; or 4) on the basis of per-unit sales. Given that producers of government geographic data operate under specific mandates, cost-recovery policies and other pressures, it is suggested that the selection of the royalty scheme be left to the discretion of the producer of government geographic data and be detailed in a schedule to the distributor agreement.
However, irrespective of the selection of the royalty scheme, it is important that the basis from which the compensation will be calculated be clearly defined. For example, will the producer of the government geographic data receive 15% of the distributor’s Gross Receipts? If so, it will be important to define Gross Receipts. Or should the compensation represent a portion of the Net Revenues. In such case, the term Net Revenues will require definition.
Given the acknowledged need for flexibility in determining appropriate royalty schemes, it is suggested that whatever term is used as a basis for calculating royalties be succinctly defined in the distributor agreement, with a reference to a fuller description in a schedule. For example, if the notion of Net Revenues was to be retained, it is suggested that it be defined in the distributor licence agreement as follows:
“Net Revenues” means the total revenue obtained by the Distributor, either directly or indirectly from or related to the exercise by the Distributor of its rights under section ___ of this Agreement, less any deductions specified, all of which is more fully described in Schedule _____ attached hereto.
The
distributor may be given the right to exercise its licensed rights and
other related obligations in relation to a specified market (for example,
post-secondary education establishments). Where such is the case, the
term requires definition, which may be worded as follows:
“Market” means [set out the appropriate market].
The distributor may be afforded the privilege to exercise its licensed rights only in a given geographic area (for example, in Canada only). Where such is the case, it is appropriate to define the term. It is also in some instances useful to visually delineate it by including in a schedule to the agreement a map with the highlighted geographical area. Accordingly, Territory may be defined as follows:
“Territory” means the geographical territory designated in Schedule ____ attached hereto.”
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.
An appropriate confirmatory statement may be worded as follows:
All title and Intellectual Property Rights in and to the Licensor’s Data shall at all times remain the property of the Licensor. All title and Intellectual Property Rights in and to the Data that is not the Licensor’s Data, but rather refers to Licensor’s Licensed Rights are the property of the respective content owners and may be protected by copyright, other intellectual property laws, common law or international treaties.
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.
In support of the stated objective of the unrestricted use distribution model to promote widest use and dissemination of the licensed government geographic data, the grant clause would specifically authorize sub-licensing by the licensee. An appropriate clause would read as follows:
Subject to this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, world-wide, fully-paid, royalty-free right and licence to exercise such of the Licensor’s Licensed Rights and such of the Licensor’s Intellectual Property Rights in the Data as is necessary to use, reproduce, extract, modify, translate, further develop, distribute the Data, manufacture or cause to be manufactured and sell or license or cause to be sold or licensed Derived Products, and to sub-licence any or all of such rights, PROVIDED:
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.
Given the context of the GeoConnections initiative and the rationale underlying an end-user licence agreement, an appropriate grant clause to be contained in an end-user licence agreement would read as follows:
Subject to this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, world-wide, non-transferable, non-assignable, fully-paid, royalty-free right and licence to exercise such of the Licensor’s Licensed Rights and such of the Licensor’s Intellectual Property Rights in the Data as is necessary to use, reproduce, extract, modify, improve, translate, further develop the Data or manufacture or cause to be manufactured Derived Products, for the Licensee’s own use. The Licensee may also manufacture or cause to be manufactures Derived Products for further distribution, provided that these Derived Products do not contain any of the Data, in whole or in part.
The Intellectual Property Rights arising from any Modification or from the manufacture of Derived Products, effected by or for the Licensee, shall vest in the Licensee or in such person as the Licensee shall decide.
Notwithstanding section ___ above, the Licensee shall not, nor allow or direct any person to:
The Licensee shall comply with any and all additional restrictions on use set out in Schedule(s) “_” attached hereto.
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.
In the context of the GeoConnections initiative, and absent any policy reason which would warrant limiting rights of distributors to redistribution activities only, rights granted to distributors should confer upon them the necessary rights to engage in the simple distribution of the licensed government geographic data and to add value to the said data prior to its distribution.
Rights that may properly be granted in a distributor agreement include the right to use, reproduce and license the data (via written sub-licenses), as well as the right to translate and modify it for the purpose of making derived products.
As discussed above, it is appropriate in the context of a distributor arrangement pertaining to the distribution of government geographic data to confine the exercise of the distributor’s right to license to the terms of a mutually agreed-upon end-user licence agreement.
Generally, there is either an exclusive or non-exclusive appointment of the distributor as distributor of the licensed government geographic data, limited by one or more of the following: 1) geographic area; 2) market; 3) licensed data; and 4) duration. Exclusive appointments [27] , given their inherent definitional characteristics, may however impede the widespread distribution of the data by centralizing distribution rights to one locus, thereby frustrating the realization of one or more of the stated objectives of a distributor arrangement. In addition, exclusive appointments may constrain the ability of a government geographic data department or agency to fulfill its legislative mandate or to meet specific and overarching strategic goals. It is therefore suggested that, as a matter of general practice, producers of government geographic data wishing to benefit from established distribution channels enter into non-exclusive distributor arrangements.
As discussed in subsection 5.4 above, there are essentially two (2) variants of the distributor model:
The licence grant in a tertiary distribution 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:
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:
- 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;
- 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;
- 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
- 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.
It is appropriate, and consistent with the dissemination rationale and Treasury Board policy, that the licensee:
in all downstream distribution of government geographic data or applications containing any of the said data.
Requirements for acknowledgments of source and for the incorporation of government or agency metadata, appropriate for insertion in an unrestricted use licence agreement and in a distributor agreement, may be formulated as follows:
The Licensee (or Distributor, as the case may be) shall include the following notice where any of the Data is contained within Derived Products,
Source (or “Adapted from”, if appropriate): ________ (applied title of Licensor), _____ (name of products), ______ (specific identifiers)
The incorporation of data sourced from _______ (applied title of Licensor) within this product shall not be construed as constituting an endorsement by __________ (applied title of Licensor) of such product.
or any other notice deemed appropriate by the Licensor.
The Licensee (or Distributor, as the case may be) shall reproduce, include and maintain the following notice on all reproductions of the Licensor’s Data produced pursuant to Section 3 above:
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.
An appropriate provision for inclusion in an end-user licence agreement could provide simply as follows:
The Licensee shall reproduce, include and maintain the following notice on all reproductions of the Data produced pursuant to section 3.1 above:
Reproduced with the permission of ___ (name of Licensor).
The Licensee shall incorporate in all reproduction of the Data produced pursuant to section 3 hereof all metadata included by the Licensor in the provision of the Data.
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.
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”.
Appropriate clauses for insertion in the unrestricted use licence agreement, end-user licence agreement and distributor agreement would read as follows:
The Licensor makes no representation or warranty of any kind with respect to the accuracy, usefulness, novelty, validity, scope, completeness or currency of the Data, at any time or from time to time, and expressly disclaims any implied warranty of merchantability or fitness for a particular purpose of the Data. The Licensor does not ensure or warrant compatibility with past, current or future versions of computer software to access the Data.
The Licensee acknowledges having received notice of the disclaimer set out above and accepts the Data on an “as is” basis, without representations or warranties of any kind. No oral or written information or advice given by the Licensor, at any time or from time to time, shall create or evidence, or be deemed to create or evidence, a contractual representation, warranty or guarantee of any kind.
The Licensee shall have no recourse against the Licensor, its officers, directors, employees, authorized agents and contractors, whether by way of any suit or action or other, for any loss, liability, damage or cost that the Licensee may suffer or incur at any time, by reason of the Licensee 's possession or use of the Data or arising out of the exercise by the Licensee of its rights hereunder.
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.
In addition to the representations mentioned above, a distributor licence agreement would also include basic representations and warranties from the distributor. These may include the following:
The Distributor represents and warrants that:
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.
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.
Dissemination through electronic means generally means global access. It is therefore important to specify in licence agreements enabling dissemination via electronic means the applicable laws for the interpretation of the licence agreement or distributor agreement.
In the context of government geographic data licences, it is best to choose a Canadian jurisdiction, as the implicated government department or agency will want the agreement interpreted according to the laws familiar to its legal advisors. An appropriate clause on governing law would be:
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of Ontario and of Canada, as applicable.
It should be clear that the agreement, along with its recitals and any schedules and attachments to it, represent the entire agreement between the parties. The agreement therefore supersedes any other written or oral agreements and any implied or explicit previous agreements. Such a clause may be worded as follows:
This Agreement, together with its recitals and Schedule(s) _______ appended hereto, constitutes the entire agreement between the Parties with respect to its subject matter. It may only be amended in writing, signed by both parties, which expressly state the intention to amend this Agreement.
Disputes or ambiguities relating to the interpretation of contracts may be settled by a number of mechanisms including negotiation, mediation and arbitration.
It is standard practice in government licensing to include an arbitration clause, also called an alternative dispute resolution (ADR) clause, which provides that the parties will attempt to resolve disputes concerning the licence agreement or proposed modifications thereto:
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.
This provision normally stipulates that a waiver by a party of any of its rights, or of the performance of any of the obligations of the other party, shall not constitute a waiver of any other right of such party or obligation of the other party. Standard wording is as follows:
No condoning, excusing or overlooking by the Licensor of any default by the Licensee, at any time or times, in performing or observing any of the Licensee’s obligations hereunder, will operate as a waiver, renunciation, surrender of or otherwise affect the rights of the Licensor in respect of any continuing or subsequent default. No waiver of these rights will be inferred from anything done or omitted by the Licensor, except by an express waiver in writing.
It is advisable to include in agreements, to which schedules or attachments are appended, a provision setting out the order of precedence in the event of a conflict between a provision of the agreement and one of its schedules. For example:
If there is a conflict or ambiguity between this Agreement proper and any schedules thereto, the interpretation consistent with this Agreement proper (taking into consideration the statements in the recitals and headings) shall prevail and apply, notwithstanding any wording to the contrary in the applicable schedule.
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.