DEFINITIONS

NOTICE TO USER:

THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Please read this License Agreement carefully. At the end, you will be asked to accept this agreement and continue to install or, if you do not wish to accept this Agreement, to decline this agreement in which case you will not be able to use the Software Product.

COPYRIGHT

The Government of Canada (Statistics Canada) is the owner or a licensee of all intellectual property rights (including copyright) in the the Social Policy Simulation Database and Model (SPSD/M). In consideration of your payment of the requisite fee, you (hereinafter referred to as the "licensee") are granted a non-exclusive, non-assignable and non-transferable licence to use the SPSD/M subject to the terms below. This licence is not a sale of any or all of the rights of the owner(s).

DEFINITIONS

1. "Statistics Canada" means Her Majesty the Queen in right of Canada as represented
by the Minister of Industry.

"Database" means the Statistics Canada Social Policy Simulation Database composed
of binary files containing data describing anonymous individuals and families living in
the provinces of Canada.

"Documentation" means the Statistics Canada printed user manual pertaining to the database and the model.

"Enhancements" means improvements, upgrades, corrections, modifications, alterations, revisions, updates and enhancements to the model and the documentation.

"Install" means the copying of those copies of the database and model delivered to the Licensee pursuant to Paragraph 6, onto a hard-disk medium on a computer network or
onto a hard disk medium on a single-user workstation.

"Minister" means the Minister of Industry and includes a person acting for the Minister
and the Minister's successors in the office and the Minister's or their lawful deputy and any of the Minister's or their representatives appointed for the purpose of this memorandum.

"Model" means the Statistics Canada Social Policy Simulation Model composed of executable programs and a combination of underlying C++ language source code files and object code files required to recompile the executable programs.

"Package" means the database, and the model, collectively.

GRANT

2. FOR BASIC LICENSEES: Statistics Canada grants to the Licensee a non-exclusive,
non-transferable and non-assignable licence to install and use the package, solely for the Licensee's own use, on the computer system of the Licensee by one individual at one time and at one workstation at a time for the following purpose only and for no other purpose whatsoever:

Socio-economic or policy research and statistical or policy analysis.

FOR SITE LICENSEES: Statistics Canada grants to the Licensee a non-exclusive,
non-transferable and non-assignable licence to install and use the package, on any or
all of the Licensee's computer systems for the following purpose only and for no other purpose whatsoever:

Socio-economic or policy research and statistical or policy analysis.

FOR EDUCATIONAL LICENSEES: Statistics Canada grants to the Licensee a non-exclusive, non-transferable and non-assignable licence to install and use the package,
on any or all of the Licensee's computer systems for the following purposes only and
for no other purposes whatsoever:

(i) teaching students of the Licensee including non-revenue generating research, academic research performed by students of the Licensee under the supervision of the academic staff of the Licensee in fulfillment of academic requirements of the Licensee in relation to the granting of degrees or certificates.

(ii) academic research funded solely by the Licensee from its own resources.

The Licensee understands and agrees that this agreement does NOT grant to the Licensee, its employees, servants or agents, any right whatsoever to use the package in pursuit of or in any way in relation to research which is not funded solely by the Licensee, and without limiting the generality of the foregoing, the Licensee, its employees, servants and agents shall not use the package in any way whatsoever to perform any research funded in whole or in part by a third party, including research pursuant to a consulting contract, contribution agreement or grant.

EFFECTIVE DATE

3. The effective date of this memorandum is the date of execution by Statistics Canada.

TERM

4. This memorandum shall be effective upon its execution by both parties and shall continue in force for a term of one (1) year. Unless terminated earlier pursuant to Paragraph 20,
at the expiration of the term or any extension thereof, the term shall be deemed to be extended for a further term of one (1) year upon the same terms and conditions as are contained in this memorandum.

LICENCE FEE

5. FOR BASIC LICENSEES: On execution of this memorandum by the Licensee, the Licensee agrees to pay to Statistics Canada the sum of five thousand dollars ($5,000.00) immediately upon the receipt of invoice.

FOR SITE LICENSEES: On execution of this memorandum by the Licensee, the Licensee agrees to pay to Statistics Canada the sum of twelve thousand five hundred Canadian dollars ($12,500.00) immediately upon the receipt of invoice.

FOR EDUCATIONAL LICENSEES: On execution of this agreement by the Licensee, the Licensee agrees to pay to Statistics Canada the sum of three thousand dollars ($3,000.00) immediately upon the receipt of invoice.

DELIVERY

6. On receipt of this memorandum executed by the Licensee, Statistics Canada shall deliver to the Licensee one copy in machine readable form of the database, one copy in machine readable form of the model and one copy in machine readable form of the documentation.

INSTALLATION

7. Installation of the package on the computer system of the Licensee shall be the responsibility of the Licensee in accordance with the conditions set out in Paragraph 2.

SUPPORT SERVICES

8. If Statistics Canada is specifically requested by the Licensee to provide assistance and/or technical support to the Licensee, such support will, at the Minister's discretion, be provided and charged back to the Licensee.

OWNERSHIP

9. All intellectual property rights in the package and the documentation are and shall at all times remain the property of Statistics Canada. In this memorandum Statistics Canada grants to the Licensee a privilege personal to the Licensee only. Nothing contained in this memorandum shall be deemed to convey to the Licensee any title or ownership in the package or the documentation.

COPIES

10. Subject to the right to install the package granted in Paragraph 2, the Licensee shall not make copies of or duplicate the package or the documentation or any part or parts of either of them by any means or for any purpose whatsoever except for a single reproduction of the model and database for backup purposes.

NO DISASSEMBLY

11. The Licensee shall not reverse engineer, decompile or disassemble executable programs and object code files of the model.

MODIFICATIONS AND ENHANCEMENTS

12. In his discretion, the Minister may from time to time deliver to the Licensee
enhancements to the model and documentation developed by Statistics Canada, and
all such enhancements so delivered shall be deemed to form part of the package for purposes of this memorandum.

13. The Licensee may make enhancements to the package but Statistics Canada shall not be responsible for any such enhancements. Statistics Canada's intellectual property rights shall continue to exist in the package after enhancements are made by the Licensee and Statistics Canada's notices shall be preserved and incorporated by the Licensee. For the purposes of Paragraphs 11, 14 and 15, enhancements by the Licensee shall be deemed
to be part of the package.

PUBLICATION BY THE LICENSEE

14. The Licensee may publish written reports analyzing the results of any use by the
Licensee of the package pursuant to this memorandum provided always that each
such report contains the following notice:

"This analysis is based on Statistics Canada's Social Policy Simulation
Database and Model. The assumptions and calculations underlying the
simulation results were prepared by _____________________________
and the responsibility for the use and interpretation of these data is entirely
that of the author(s)."

15. The Licensee may make oral statements, to the media or otherwise, analyzing the results
of any use by the Licensee of the package, provided that each such report shall include a notice incorporating in all material respects the content of the notice for written reports set out in Paragraph 14.

NO REPRESENTATIONS OR WARRANTIES

16. Statistics Canada makes no warranties, guarantees, or representations, express or implied, including but not limited to warranties of merchantability, fitness for intended use and fitness for any particular purpose, with respect to the database, the model, or the documentation.

INSPECTIONS

17. The Minister may at any reasonable time and from time to time have access to any premises of the Licensee to make any reasonable inspections, as the Minister may consider appropriate, to satisfy himself that any use by the Licensee of the package and the documentation is in accordance with the provisions of this memorandum.

17a FOR SITE LICENSES ONLY: The Licensee shall establish and maintain a list which indicates the physical location of each hard disk installation employed by the Licensee to use the package pursuant to this memorandum. At the request of the Minister, the Licensee shall immediately deliver an up-to-date copy of such list to Statistics Canada.

LIABILITY

18. Statistics Canada shall in no event be liable for any indirect, special or consequential
loss or damages arising from the use by the Licensee of the database, the model, or the documentation.

INDEMNIFICATION

19. The Licensee shall at all times indemnify and save harmless Statistics Canada and its officers, servants and agents from and against all claims, losses, damages, costs, expenses, actions and other proceedings made, sustained, brought, prosecuted, in any manner based upon, occasioned by or attributable to the use by the Licensee of the database, the model, or the documentation provided to the Licensee pursuant to this memorandum.

TERMINATION

20 This memorandum shall be terminated:

(i) upon the expiration of thirty (30) days after either party shall give notice to the other party of its intention to terminate; or

(ii) at the option of the Minister in the event the Licensee breaches any of its obligations hereunder, and fails to remedy such breach within forty- eight (48) hours after being given notice to such effect.

DESTRUCTION ON TERMINATION

21. FOR BASIC LICENSEES: Upon termination of this memorandum pursuant to Paragraph 20, the Licensee shall immediately return to Statistics Canada the copies of the database, the model, and the documentation delivered to the Licensee pursuant to Paragraph 6, and any enhancements delivered to the Licensee pursuant to Paragraph 12. The Licensee shall confirm in writing to Statistics Canada that the installed package and any backups created by the Licensee pursuant to Paragraphs 10 and 13 have also been destroyed

FOR SITE AND EDUCATIONAL LICENSEES: Upon termination of this memorandum pursuant to Paragraph 20, the Licensee shall immediately return to Statistics Canada the copies of the database, the model, and the documentation delivered to the Licensee pursuant to Paragraph 6, and any enhancements delivered to the Licensee pursuant to Paragraph 12. The Licensee shall confirm in writing to Statistics Canada that any other copies or partial copies in the possession or control of the Licensee created pursuant to Paragraphs 10 and 13, have been destroyed.

SURVIVAL OF RIGHTS

22. The rights and obligations of the parties contained in Paragraphs 14, 15, 18 and 19, shall survive and continue after expiration or termination of this memorandum and shall bind the parties hereto and their legal representatives, successors, heirs and assigns.

INVALIDITY

23. The invalidity of any particular provision of this memorandum shall not affect any other provision thereof, and the memorandum shall be construed as if such invalid provision were omitted.

AMENDMENT

24. No amendment of this memorandum, waiver of any of the terms and conditions contained therein, shall be valid unless it is written and signed by each party.

CONFLICT OF INTEREST

25. It is a term of this memorandum that no former public office holder who is not in compliance with the post-employment provisions of the “Conflict of Interest and Post Employment Code for Public Office Holders” shall derive a direct benefit from this memorandum.

26. No member of the House of Commons and of the Senate shall be admitted to any share
or part of this memorandum or to any benefit to arise therefrom.

NOTICES

27. Any written notice provided for in this memorandum shall be deemed to be effectively given if hand-delivered or sent by registered mail, addressed as follows:

To Statistics Canada at: Steve Gribble, Director

Socio-Economic Analysis
and Modeling Division

Analysis and Development Field

24th Floor, R.H. Coats Building

Ottawa, Ontario

K1A 0T6

To the Licensee at: Address as per signed licence agreement

NO ASSIGNMENT

28. The Licensee shall not lease, lend, sub-licence, assign or transfer the database, the model, or the documentation; or any of its rights under this memorandum. Any such lease, loan, sub-licence, assignment or transfer by the Licensee shall be void and of no effect.

EFFECT OF WAIVER

29. The waiver by Statistics Canada of any breach by the Licensee of any provision of this memorandum shall not be deemed to be a waiver of such provision or any subsequent
or other breach of any provision of this memorandum.

HEADINGS

30. The headings in this memorandum are for convenience only and shall not be considered
in interpreting this memorandum.

ENTIRE MEMORANDUM

31. This memorandum constitutes the entire memorandum between the parties with respect
to the subject matter hereof and supersedes all previous negotiations, communications
and other memorandums between them.

APPROPRIATE LAW

32. This memorandum shall be governed and construed in accordance with the laws in force
in the Province of Ontario.

ACCEPTANCE OF TERMS

It is YOUR RESPONSIBILITY to ensure that your use of the SPSD/M complies with these terms and to seek prior written permission from Statistics Canada for any uses not permitted or not specified in this agreement. Any infringement of Statistics Canada's rights may result in legal action.

ANY USE WHATSOEVER OF THE SPSD/M SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. ANY VIOLATION OF THESE TERMS MAY RESULT IN TERMINATION OF THIS LICENCE.

For further information, please contact:

Socio-Economic Analysis and Modeling Division

Socio-Economic and Business Analysis Branch

Statistics Canada

R.H. Coats Building, 24^th floor,

Ottawa, Ontario K1A 0T6, Canada

E-mail: spsdm@statcan.ca

Telephone: (613) 951-3774

Fax: (613) 951-3959