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Partnership Terms & Conditions

GENERAL TERMS AND CONDITIONS FOR COMMUNITY PARTNERSHIP PROGRAM

1. Applicability. 

  • (a) These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Biomedical Commercialization Canada Inc. ("Manitoba Innovates") to your company ("Community Partner"), pursuant to the Community Partnership Program.
  • (b) The accompanying information on this webpage (the "Partnership Information"), these Terms, and the attached Schedule (collectively, this "Agreement") comprise the entire agreement between the parties with respect to the Community Partnership Program, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Partnership Information, these Terms shall govern.
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2. Services. Manitoba Innovates shall provide the benefits and services to the Community Partner as described in the Partnership Information for the selected Partnership Tier (the “Services”), subject to:

  • (a) availability;
  • (b) in the case of Services being offered at 423 Main St., Manitoba Innovates’ continued right to occupy and use such premises; and
  • (c) Sections 9 and 12 of this Agreement. 

Community Partner further understands and agrees that, while it has a right to apply for the MB Invests Venture Debt Program, Manitoba Innovates has no obligation to select Community Partner as a successful applicant.

3. Performance Dates. Manitoba Innovates shall use commercially reasonable efforts to meet any performance dates specified in the Partnership Information, and any such dates shall be estimates only.

4. Community Partner's Obligations. Community Partner shall:

  • (a) only submit information to Manitoba Innovates that is truthful and accurate;
  • (b) respond promptly to any request from Manitoba Innovates to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Manitoba Innovates to perform the Services in accordance with the requirements of this Agreement;
  • (c) agree to and comply with all Community Partner obligations set out in the Partnership Information; and
  • (d) adhere to the terms of Schedule A to these Terms, Manitoba Innovates’ Community Code of Conduct (the “Code”), which outlines expectations for professional behavior and anti-harassment standards. This Code may be updated by Manitoba Innovates from time to time, with written notice to the Community Partner. 

5. Delay. If the performance of Manitoba Innovates’ obligations under this Agreement is prevented or delayed by any act or omission of a Third-Party Service Provider (as that term is defined herein), Community Partner, or Community Partner’s agents, subcontractors, consultants or employees, Manitoba Innovates shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Community Partner, in each case, to the extent arising directly or indirectly from such prevention or delay.

6. Changes. Manitoba Innovates reserves the right, at its sole discretion, to modify or replace these Terms, or to increase the fees outlined in the Partnership Information, at any time. If a revision is material, Manitoba Innovates will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Manitoba Innovates’ sole discretion (a fee increase will always be material). By continuing to access or use the Services after those revisions become effective, Community Partner agrees to be bound by the revised terms or fees. If Community Partner does not agree to the revised terms or fees, it may terminate this Agreement pursuant to section 16(d).

7. Fees and Expenses; Payment Terms; Interest on Late Payments.  

  • (a) In consideration of the provision of the Services by Manitoba Innovates and the rights granted to Community Partner under this Agreement, Community Partner shall pay the fees set forth in the Partnership Information, based on the services and payment frequency selected by Community Partner. Subject to Section 16(f) of this Agreement, all fees are non-refundable, and will be retained by Manitoba Innovates upon termination of this Agreement.
  • (b) Community Partner shall pay all invoiced amounts due to Manitoba Innovates on receipt of the invoice from Manitoba Innovates. Community Partner shall make all payments hereunder in Canadian dollars by credit card, e-transfer, wire, or other option as provided by Manitoba innovates.
  • (c) In the event payments are not received by Manitoba Innovates within Sixty, 60 days after becoming due, Manitoba Innovates may suspend performance for all Services until payment has been made in full.

8. Taxes. Community Partner shall be responsible for all provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Community Partner hereunder. These taxes will be added to the fees contained in the Partnership Information. 

9. Intellectual Property. All intellectual property developed by the Community Partner before or during the term of this Agreement shall remain the sole and exclusive property of Community Partner. Community Partner grants Manitoba Innovates a one-time, non-exclusive, non-transferable, non-sublicensable licence (except in the case of corporate reorganization, in which case the license will be transferrable and sub-licensable to the reorganized entity) to use Community Partner’s logo and name in promotional materials, informational materials, and for any other purpose that the parties may agree to in writing.  Manitoba Innovates reserves the right, in its sole discretion, to refuse to display Community Partner’s intellectual property if Manitoba Innovates determines the intellectual property to be objectionable.

10. Confidential Information.  

  • (a) All non-public, confidential, or proprietary information of Manitoba Innovates, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by Manitoba Innovates to Community Partner, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Community Partner without the prior written consent of Manitoba Innovates. The obligations which apply to Confidential Information shall not apply to information that is:
    • (i) in the public domain;
    • (ii) known to Community Partner at the time of disclosure; or
    • (iii) rightfully obtained by Community Partner on a non-confidential basis from a third party.
  • (b) Community Partner agrees to use the Confidential Information only to make use of the Services.
  • (c) Manitoba Innovates shall be entitled to injunctive relief for any violation of this 10.

11. Representation and Warranty.

  • (a) Manitoba Innovates represents and warrants to Community Partner that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
  • (b) Manitoba Innovates shall not be liable for a breach of any warranty set forth in this Agreement unless Community Partner gives written notice of the defective Services, reasonably described, to Manitoba Innovates within fourteen (14) days of the time when Community Partner discovers or ought to have discovered that the Services were defective.
  • (c) Subject to Section 11(b), Manitoba Innovates shall, in its sole discretion, either:
    • (i) re-perform such Services (or the defective part); or
    • (ii) credit or refund the price of such Services at the pro rata contract rate.
  • (d) THE REMEDIES SET FORTH IN SECTION 11(C) SHALL BE THE COMMUNITY PARTNER'S SOLE AND EXCLUSIVE REMEDY AND MANITOBA INNOVATES’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(A).

12. Third Parties. Some of the Services may be provided by third parties (“Third-Party Service Providers”). Community Partner understands and agrees that while Manitoba Innovates will make reasonable efforts to connect Community Partner with Third-Party Service Providers, Manitoba Innovates cannot guarantee and accepts no responsibility for the performance (or non-performance) of the Services by any Third-Party Service Providers. The list of discounted Third-Party Service Providers contained in the Partnership Information is subject to change at any time, without notice to Community Partner. 

13. DISCLAIMER OF WARRANTIES. COMMUNITY PARTNER UNDERSTANDS THAT THE SERVICES ARE PROVIDED AS-IS, SUBJECT TO THE AVAILABILITY OF THIRD-PARTY SERVICE PROVIDERS. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 11(A) AND 12 ABOVE, MANITOBA INNOVATES MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, WETHER PROVIDED BY ITSELF OR ANY THIRD-PARTY SERVICE PROVIDERS, INCLUDING ANY (A) WARRANTY OR CONDITION OF MERCHANTABILITY; OR (B) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OF TRADE OR OTHERWISE.

14. Indemnification. Community Partner agrees to indemnify, defend, and hold harmless Manitoba Innovates and its directors, members, officers, employees, affiliates, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising out of or in connection with Community Partner’s use of the Services or breach of this Agreement.

15. LIMITATION OF LIABILITY.

  • (a) IN NO EVENT SHALL MANITOBA INNOVATES BE LIABLE TO COMMUNITY PARTNER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  • (b) IN NO EVENT SHALL MANITOBA INNOVATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO MANITOBA INNOVATES PURSUANT TO THIS AGREEMENT.

16. Term, Termination, and effect of Termination. 

  • (a) The term of this Agreement commences on the date these Terms are accepted and continues thereafter for a period of one (1) year (the “Initial Term”), unless and until sooner terminated in accordance with this Section. 
  • (b) Upon expiration of the Initial Term or a Renewal Term (as defined herein), this Agreement shall automatically renew for an additional year (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term (the “Renewal Date”), or unless and until sooner terminated in accordance with this Section. Manitoba Innovates may provide Community Partner with written reminders of an upcoming Renewal Date.
  • (c) Either party may terminate this Agreement at any time, without cause, by providing at least 30 days’ prior written notice to the other party.
  • (d) Within 7 days of receiving notice of changes to these Terms or the fees outlined in the Partnership Information, Community Partner may terminate this Agreement upon 7 days’ written notice to Manitoba Innovates.
  • (e) In addition to any remedies that may be provided under this Agreement, Manitoba Innovates may terminate this Agreement with immediate effect upon written notice to Community Partner, if Community Partner: (i) fails to pay any amount when due under this Agreement;(ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or (iv) violates the Code, which can be found at Schedule A to these Terms. 
  • (f) In the event of termination, except if terminated by Manitoba Innovates pursuant to Section 16(c), all fees paid by the Community Partner will be retained by Manitoba Innovates. If Manitoba Innovates terminates this Agreement pursuant to Section 14(c), all pre-paid fees for the unused portion of the Term will be refunded to Community Partner.

17. Privacy and Data Usage. Manitoba Innovates is committed to protecting the privacy of the individuals associated with Community Partner in accordance with applicable privacy laws. The collection, use, and disclosure of personal information under this Agreement shall be governed by the Manitoba Innovates Privacy Policy, which may be updated from time to time and is available at https://manitobainnovates.ca/privacy-policy. By accepting these Terms, Community Partner acknowledges and agrees to the terms outlined in the Privacy Policy. In addition to the terms of the Manitoba Innovates Privacy Policy, Community Partner agrees that anonymized, aggregated data (e.g., revenue, funding, team size) may be used by Manitoba Innovates for internal analysis and reporting to partner organizations, including government stakeholders and funders. 

18. Waiver. No waiver by Manitoba Innovates of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Manitoba Innovates. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19. Force Majeure. Manitoba Innovates shall not be liable or responsible to Community Partner, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Manitoba Innovates including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, lock-outs, strikes, or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

20. Assignment. Community Partner shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Manitoba Innovates. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Community Partner of any of its obligations under this Agreement.

21. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership (for greater certainty, the parties agree and understand that the term “partner”, as it is used in this Agreement, does not refer to a legal partnership), joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

22. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Manitoba. 

23. Choice of Forum. Any legal suit, action, litigation or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the Province of Manitoba, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. 

24. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

25. Survival. The Sections in these Terms which, by their nature, should apply beyond the Term, will remain in force after any termination or expiration of this Agreement including, but not limited to, Sections 7-10, 11(d), 12-15, 16(f), 17, 22-24, and this Section 25.

26. Amendments and Modifications. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.