This Indefeasible Right to Use Agreement, effective the
day of
,2
.
BETWEEN:
THE UNIVERSITY OF MANITOBA
(the “University”)
and
(the “User”)
WHEREAS:
A.
The University has installed certain fibre optic cable(s) from
the University’s campus (the “Cables”);
to
, on
B.
The User wishes to make use of a portion of the Cables; and
C.
The University is willing to make a portion of its Cables available to the User, on
the terms contained herein.
NOW THEREFORE, the parties agree as follows:
Definitions
1.
“IRU” or “Indefeasible Right to Use” means the exclusive, unrestricted and
indefeasible right to use the subject fibre(s) for any legal purpose.
IRU Grant
2.
The University hereby grants to the User, an IRU for
Cables, on the terms set out herein.
fibre strands of the
Term and Termination
3.
The IRU granted herein shall commence on the effective date first written, and
continue for
years (the “Term”).
4.
This Agreement shall be renewable on mutually agreeable terms. for additional
terms of one (1) year each (the “Renewal Terms”), unless:
5.
The University shall have the right to terminate this Agreement:
a. If User makes illegal use of the fibre(s);
b. The User’s use of the fibre(s) disrupts the use of the remainder of the Cables
by the University;
c. The User fails to pay the Fees when due, and fails to rectify the situation
within two (2) weeks of receiving notice;
in which case, the User also agrees that the University shall be entitled to
injunctive relief to prevent further use of the fibre(s) by the User.
6.
The User may terminate this Agreement at any time, upon notice to the
University.
Fees
7.
The User shall pay to the University, by or before the commencement of the
Term, the sum of $
(the “Fees”).
8.
The Fees shall represent a one-time payment in advance for all amounts owing in
regard to the IRU granted herein.
9.
No portion of the Fees is refundable should this Agreement be terminated in
advance of its expiry.
Terms of Use
10.
The granting of the IRU does not convey title or legal ownership in the Cables,
any fibre(s) or associated equipment.
11.
The User shall not use the fibre(s) for any illegal purpose.
12.
The User may not assign this Agreement, including the IRU granted herein, to
any third party, except with the consent of the University (which may be
unreasonably withheld).
13.
The University will take reasonable steps to maintain the Cables. Upon
notification by the User of a fault in the Cables, the University will respond and
effect repairs on a best-efforts basis. The University does not guarantee
uninterrupted use, and shall not be liable for any damage or loss suffered by the
User as a result of interruptions, including consequential loss.
General Terms
14.
Neither party shall be liable to the other should it be unable to fulfill its
obligations under this Agreement due to fire, natural disaster, labour unrest, or
any other matter beyond its reasonable control.
15.
This Agreement is governed by the laws of Manitoba and the applicable laws of
Canada. Any dispute hereunder shall be in the exclusive jurisdiction of the Courts
of Manitoba (Winnipeg Centre).
16.
This Agreement may be executed in counterparts, and transmitted electronically
or by facsimile. The counterparts taken together shall form one and the same
Agreement, and each of which shall be considered an original.
NOW THEREFORE, the parties by their authorized signing officers have executed this
Agreement:
The University of Manitoba
Per:________________________________
Name:
Title:
Per:________________________________
Name:
Title:
F:\LEGAL OFFICE\Precedents\Website Documents\Signing Policy\IRU Agreement - May 2010.doc