1.    PURPOSE 

1.01     The purpose of this Statement of Policy and Procedure is to articulate responsibilities, provide guidelines and establish appropriate controls for legal and regulatory issues for MakeWay.

2.    SCOPE

2.01     This policy applies to the Board of Directors and all employees

3.    POLICY

3.01    The MakeWay Senior Management Team (SMT) will endeavour to ensure that the organization monitors all applicable laws and regulations and that it takes appropriate action to comply with them when changes are identified.

3.02     The MakeWay SMT will ensure that the organization takes all actions necessary on an ongoing basis to comply with statutory and regulatory registration requirements, and provide assurance to the Board of Directors from time to time that this has been done.

3.03     All employees and volunteers will comply with the laws and regulations that apply to the organization. Any employee or volunteer who knowingly contravenes the law may be subject to immediate dismissal.

3.04     The Board of Directors will ensure that appropriate limits are in place for the purpose of MakeWay entering into contracts and agreements as per Appendix A.

3.05     Changes to amounts, duration or terms of a contract must be approved by the same level of authority that approved the initial contract.  In the event a contract extension increases the total value of the contract over the signing authority threshold, the contract extension shall be signed by the next level signing authority.

3.06     Patents, trademarks and copyrights are the property of MakeWay and shall be safeguarded. They shall not be used under any circumstances without the company’s express written permission.

3.07     MakeWay will take necessary steps to retain ownership of intellectual property and work product.

3.08     All documents pertaining to potential, pending or current litigation will be retained in a secure location, accessible only by the organization’s legal counsel, the SMT and the CEO or his/her express delegate.

3.09     All communications associated with potential, pending or current litigation as well as litigation still subject to appeal will be handled by the CEO, the Chair of the Board of Directors or their express delegate.

4.    RESPONSIBILITY

4.01     It is the responsibility of the Board of Directors to provide assurance to members and stakeholders that the organization is complying with all applicable laws and regulations.

4.02     It is the responsibility of the CEO to ensure that laws and regulations are monitored on behalf of the organization, to verify that they are being complied with and to set a clear tone of good corporate citizenship with respect to all applicable laws and regulations.

4.03     It is the responsibility of the CEO to verify that appropriate procedures have been followed before a contract is signed.  For example, for MakeWay Initiatives Society the CEO will ensure that procedures are in place so that all contracts are reviewed by the Director, Shared Platform and for MakeWay Foundation by the appropriate personnel.  Refer to the Expense and Purchasing Policy for contract approval limits.

4.04     It is the responsibility of the contract owner (i.e., the appropriate Department Manager, Program Lead or Project Director) to:

(a)     Maintain supplier records.

(b)     Originate supplier contracts.

(c)     Develop and manage contract change controls.

(d)     Track contract performance.

(e)     Validate supplier invoices before payment.

4.05     It is the responsibility of the Departmental Managers, Program Leads, and Project Directors as applicable) to:

(a)     Track contract performance.

(b)     Ensure that Payments to contractors do not fall outside of the agreed upon monetary or time limits within a given contract.

4.06     It is the responsibility of the contract signatory to ensure the terms of any   contract are compliant with all applicable laws and regulations.

4.07     It is the responsibility of the CEO and SMT to:

(a)     Articulate organizational priorities, needs and interests for organization contracts.

(b)     Develop RFP’s in consultation with the appropriate Director level staff, and a lawyer, if applicable.

(c)     Assess proposals in the context of organizational priorities, needs and interests.

(d)     Negotiate contract terms in consultation with the appropriate Director level staff.

(e)     Notify the appropriate Director level staff of any departures from contract or non-performance issues related to the contract.

(f)     Authorize or recommend for authorization according to the approval policy, payment of invoices related to the contract.

(g)     Monitor registration

4.08     The Compliance Specialist is responsible for registration of MakeWay Foundation trademarks, domain names and copyrights.

4.09     The Compliance Specialist is responsible for authorizing the use of MakeWay Foundation trademarks only in manners that are consistent with the image and goodwill of the company.

4.10     It is the responsibility of the CEO and SMT to ensure the confidentiality and security of documents related to litigation.

4.11     It is the responsibility of all employees to comply with the law at all times and to refrain from commenting on the facts, or any other aspect of potential, pending or current litigation or litigation subject to appeal.

5.    DEFINITIONS 

5.01     “Work Product” includes all information, work product, and other results, systems, and information developed in connection with the Services and any resulting intellectual property rights.

5.02     “Copyright” is the right to production or replication in any way of an artistic creation.

5.03     “Domain name” is the Internet identity of an organization, referring to a particular website.

5.04     “Enabling legislation” refers to laws passed by the federal or a provincial parliament that pertain to detailed regulations.

5.05     “Intellectual property” refers to inventions and creations such as company brand names, jingles, slogans, artwork, formulae, processes, apparatuses, devices, products, industrial designs and integrated circuit topographies.

5.06     “Patent” is a legal right granted by a country for the exclusive use, sale, licensing or assignment of a product, chemical formula, process, apparatus or an improvement on any of these.

5.07     “Regulations” refers to various rules set out by federal or provincial governments under the authority of enabling legislation.

5.08     “RFP” stands for “Request for Proposal”, a formal invitation to competitive suppliers to produce a proposal on a particular piece of business.

5.09     “Trademark” is the right to exclusive use of brands, product names, slogans and other distinctive forms of product identity.

6.    REFERENCES 

Appendix A - Authorized Signatory Levels

Note 1 – Program Leads are only authorized to sign on programs in their portfolio.