No member of the House of Commons or the Senate of Canada will be admitted to any share or part of this Agreement or to any benefits that may arise therefrom.

No current or former federal public office holder or public servant of the federal Government who is not in compliance with the Conflict of Interest and Post-Employment Code for Public Office Holders or the Conflict of Interest and Post-Employment Code for the Public Service will be admitted to any share or part of this Agreement or to any benefits that may arise therefrom.

No member of the Legislative Assembly of British Columbia will be admitted to any share or part of this Agreement or to any benefits that may arise therefrom unless permitted under the Members' Conflict of Interest Act (British Columbia) as may be amended from time to time.

No member of the Vancouver City Council or the Whistler City Council will be admitted to any share or part of this Agreement or to any benefits that may arise therefrom.

No waiver by a Party of any default under this Agreement will be valid unless given to the other Parties in writing. No waiver by a Party of any default hereunder will operate as a waiver of any other default, whether of a like or different character.

This Agreement, including the Annexes, and any amendments to them constitute the entire agreement among the Parties with respect to the subject matter addressed herein. This Agreement takes precedence over, cancels, and replaces any other agreement, undertaking, contract, quasi-contract or obligation that may have been concluded or may exist among the Parties with respect to the issues addressed herein.

In the event of any inconsistencies between this Agreement and other agreements referred to in section 11.4 of this Agreement, this Agreement prevails between the Parties to the extent of the inconsistency.

Any confirmation, report, notice, consent, approval, instruction, authorization, direction, waiver, statement or other document that a Party may be required or may desire to give or deliver to another Party will be in writing, effective, and deemed received by the Party:

1. if delivered personally, on the date of delivery;
2. if mailed, on the third business day after mailing;
3. if transmitted by facsimile transmission, on the date the transmission is confirmed received through the transmission report; and
4. if sent by electronic mail, then when capable of being retrieved by the Party, at the address set out for that Party in Annex K or at such other address or addresses as a Party may, from time to time, notify the other Parties in writing.

This Agreement may only be amended by written agreement of the Parties.

The Parties represent and warrant to each other that they have respectively taken all legally required action, corporate or otherwise, to enter into this Agreement and to authorize their officers and officials to execute this Agreement.

This Agreement will be governed by, and construed in accordance with, the laws in force in the province of British Columbia.

All information obtained during the course of this Agreement are confidential and of a nature whose disclosure would interfere with the Parties ability to plan, organize, stage and finance the Games, and as such the Parties will not, save as may be required by law, disclose such information without the prior consent of the concerned Party.

Notice is hereby given that Canada is subject to the provisions of the Access to Information and Privacy Act (Canada). Information submitted and in the possession of a federal institution may be eligible for disclosure in accordance with the requirement of that Act.

The OCOG agrees to comply with all applicable federal, provincial and local laws, regulations and bylaws. In addition, the OCOG undertakes to obtain all necessary licenses, permits, consents and/or approvals that may be required by law to carry out its activities.

Furthermore, the OCOG agrees to comply with:

1. the provisions of its Bylaws, any other corporate governance document subscribed to by the OCOG or any resolution of the OCOG; and
2. any judgment, decree, order or award of any court, regulatory authority or arbitrator made in respect of the OCOG.

Except as expressly set out in this Agreement, this Agreement will not be construed to place the Parties in the relationship of agents and principal, master and servant, settlor and trustee, partners or joint venturers and no Party will have any right to obligate or bind any other Party in any manner.

It is acknowledged that the OCOG and any other corporation formed pursuant to this Agreement is not an agent of any other Party, and that none of Parties is an agent of the OCOG or of any other corporation formed pursuant to this Agreement.

A Party will not, unless otherwise agreed to in writing by the other applicable Party, hold itself out as an agent of that Party, or purport to enter into contracts, on behalf that Party.

Unless otherwise agreed to by the applicable other Party, the Bid Corp and the OCOG will ensure that all venue agreements they will enter into will contain a provision indicating that the Bid Corp and the OCOG is not an agent of Canada, the Province, Vancouver, Whistler, the COC or the CPC.

If any provision of this Agreement is determined to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction from which no further appeal lies or is taken, that provision will be deemed to be severed herefrom and the remaining provisions of this Agreement will not be affected thereby and will remain valid and enforceable; provided that in the event that any portion of this Agreement will have been so determined to be or become invalid or unenforceable (the "offending portion"), the Parties will negotiate in good faith such changes to this Agreement as will best preserve for the Parties the benefits and obligations of such offending portion.

This Agreement will terminate automatically if:

1. (a) on the date the Games are awarded, the IOC awards the Games to a city other than Vancouver; or
2. (b) within 30 days of the OCOG's incorporation, the OCOG does not execute the Joinder Agreement.

If the Games are awarded to Vancouver and the OCOG becomes a party to this Agreement in accordance with section 2.4 of this Agreement, this Agreement will terminate on the later of:

1. December 31, 2012; and
2. upon the completion of all obligations of the Parties under this Agreement.

Notwithstanding any termination of this Agreement, or a termination in its normal course, sections 24, 27, 28, 38, 39 and 50 will survive in accordance with their provisions, as well as any other section or provision which, by its nature, would normally survive any such termination.

Each of the Parties will, upon the reasonable request of another Party, make, do, execute or cause to be made, done or executed all further and other lawful acts, deeds, things, devices, documents, instruments and assurances whatever for the better or more perfect and absolute performance of the terms and conditions of this Agreement.

This Agreement may be entered into by each Party signing a separate copy of this Agreement (including a photocopy or faxed copy) and delivering it to the other Parties.

IN WITNESS WHEREOF

The Parties have executed this Agreement on the day first above written.

SIGNED on behalf of Her Majesty the Queen in right of Canada by the Minister of Canadian Heritage in the presence of:
[Original signed by: David M. Robinson]
(Witness)

[Original signed by: Sheila Copps]
Minister of Canadian Heritage

SIGNED on behalf of Her Majesty the Queen in right of the Province of British Columbia by the Minister of Community, Aboriginal and Women's Services in the presence of:
[Original signed by: J. Burnes]
(Witness)

[Original signed by: Ted Nebbeling]
For the Minister of Community, Aboriginal and Women's Services

CITY OF VANCOUVER

by:
[Original signed by: Frances J. Connell]
Director of Legal Services

RESORT MUNICIPALITY OF WHISTLER

by:
[Original signed by: Hugh O'Reilly]
Mayor of the Resort Municipality of Whistler

[Original signed by: Brenda Simms]
Municipal Clerk of the Resort Municipality of Whistler

CANADIAN OLYMPIC COMMITTEE

by:
[Original signed by: Michael Chambers]
President

[Original signed by: Lou Ragagnin]
Chief Executive Officer and Secretary General

CANADIAN PARALYMPIC COMMITTEE

by:
[Original signed by: Patrick Jarvis]
President

[Original signed by: Laurel Crosby]
CPC Director at Large

VANCOUVER 2010 BID CORPORATION

by:
[Original signed by: Dorothy E. Byrne]
General Counsel and Corporate Secretary

[Original signed by: Terry Wright]
Vice President, Bid Development