Mining Decarbonization Demonstration Call – Applicant Guide

Table of Contents

• 1. Objectives
  • 1.1 Office of Energy Research and Development
  • 1.2 Energy Innovation Program Mining Decarbonization Demonstration Call for Proposals
  • 1.3 Mining Decarbonization Demonstration Call objectives
• 2. Eligible recipients
  • 2.1 Eligible Canadian recipients
  • 2.2 Organization classification
  • 2.3 Project partners
• 3. Eligible projects
  • 3.1 Project scope
  • 3.2 Inclusion, diversity, equity and accessibility (IDEA)
  • 3.3 Project location
  • 3.4 Intellectual Property (IP) requirements
  • 3.5 Knowledge dissemination
• 4. Funding and support
  • 4.1 Contributions
  • 4.2 In-kind contributions
• 5. Eligible, ineligible, and non-permissible expenditures
  • 5.1 Eligible expenditures
  • 5.2 Ineligible expenditures
  • 5.3 Non-permissible expenditures
  • 5.4 Collaboration with federal laboratories
• 6. Application process
  • 6.1 How to apply
  • 6.2 Next steps and timelines
• 7. Definitions
• 8. Eligible expenditures – costing memorandum
  • 8.1 Salaries and benefits
  • 8.2 Professional, technical, and scientific contracting services
  • 8.3 Travel, meals, and accommodation costs
  • 8.4 Capital expenditures
  • 8.5 Other expenses
• 9. In-kind contributions – costing memorandum
  • 9.1 Purpose, definitions, eligibility, and value
  • 9.2 Categories of eligible in-kind support
• 10. Reporting requirements
  • 10.1 Outcome reporting
  • 10.2 On a regular basis
  • 10.3 At the end of the project
  • 10.4 For a period of 5 years following the end of the project
  • 10.5 Non-repayable contributions
  • 10.6 Other terms and conditions
• 11. Regulatory, reporting, and other requirements
  • 11.1 Inclusion, diversity, equity and accessibility (IDEA) workplaces and policies
  • 11.2 Duty to consult
  • 11.3 Impact Assessment Act
  • 11.4 Information sharing permissions
  • 11.5 The Clean Growth Hub
  • 11.6 Trusted Partners
  • 11.7 Contact us
  • 11.8 Other conditions
  • 11.9 Confidentiality and security of information
• 12. Other NRCan funding opportunities
• 13. Technology readiness levels
• 14. Disclaimer

1. Objectives

1.1 Office of Energy Research and Development

The Office of Energy Research and Development (OERD) leads the Government of Canada’s efforts in delivering energy research, development, and demonstration (RD&D) funding, accelerating efforts in energy innovation and cleantech programming. With a focus on informing the pace and direction of energy system transformation, OERD targets the most impactful technologies to maximize environmental and economic outcomes. Leveraging fifty years of experience and unique science and technology expertise, OERD invests in key federal departments and agencies to undertake energy RD&D, as well as in a wide range of Canadian businesses, utilities, Indigenous communities and other organizations, all in support of Canada’s energy innovation and climate change goals.

1.2 Energy Innovation Program Mining Decarbonization Demonstration Call for Proposals

Canada’s mining sector is a major contributor to the national economy and provides critical inputs for the clean technology value chain, but it is also a source of hard-to-abate greenhouse gas (GHG) emissions. Many of the technologies required to decarbonize the unique assets and processes in the mining sector are not yet commercialized. Where technologies are mature, they have yet to achieve wide-scale adoption across the sector.

Canada leads the development of many reliable and affordable clean technology solutions. By adopting these technologies, the mining industry is well-positioned to pursue the sustainable development of Canada’s mineral supply chains and mitigate the GHG emissions associated with increased productivity of Canada’s mining sector.

Continued investment in demonstration activities within Canadian upstream to midstream operations, are critical to support the scaling and commercialization of decarbonization technologies used in the mining sector and are necessary to support Canada’s commitment to achieve net-zero emissions by 2050.

1.3 Mining Decarbonization Demonstration Call objectives

Aligned with OERD’s commitment to driving innovation to accelerate Canada’s clean energy transition, the Mining Decarbonization Demonstration Call (“the Call”) will fund in-field demonstration projects aimed at providing real-world data to evaluate the effectiveness of innovative, low-carbon solutions at Canadian upstream to midstream operations in the mining sector. The Call will focus on these technology pathways: 1) mobile equipment, 2) stationary combustion sources, and 3) energy efficiency.

Projects must address the following objectives:

• De-risk and accelerate the adoption of innovative technologies in Canada’s mining sector that reduce upstream and midstream operational emissions;
• Advance the commercialization of clean technology solutions to position Canadian innovators as global leaders in mining sector decarbonization; and
• Foster collaboration between clean technology developers and owners and/or operators of mining, milling, and/or smelting assets in Canada.

2. Eligible recipients

2.1 Eligible Canadian recipients

Eligible Canadian Recipients will be:

1. Legal entities validly incorporated or registered in Canada including:
   • For profit and not for profit organizations
   • Community groups
   • Canadian academic institutions
2. Provincial, territorial, regional and municipal governments and their departments and agencies where applicable.
3. Indigenous:
   • Indigenous communities or governments
   • Tribal Councils or entities that fulfill a similar function (e.g., general councils)
   • National or regional Indigenous councils, or tribal organizations
   • Indigenous (majority owned and controlled by Indigenous people) for-profit or not-for-profit organizations

For the purposes of this Applicant Guide, the term “Indigenous” is understood to include Inuit, Métis, First Nation, Status Indian and non-Status Indian individuals, or any combination thereof.

2.2 Organization classification

In addition to being one of the eligible Canadian Recipients outlined in Section 2.1 above, all applicant organizations must be either:

1. An owner or operator of mining, milling, and/or smelting assets in Canada, or
2. A technology solutions developer or provider.

If the applicant’s organization classifies as Option B: A technology solutions developer or provider, they must partner with an organization that classifies as Option A: An owner or operator of mining, milling, and/or smelting assets in Canada on the proposed project and apply their technology to the partner’s assets. This partnership must be identified during the applicant’s Expression of Interest (EOI). If the applicant is invited to submit a Full Project Proposal (FPP), to remain eligible, a Letter of Contribution from the asset owner/operator confirming their contribution to the project will be required.

2.3 Project partners

Applicants are permitted to work with partners on their project, including partners that do not qualify as eligible applicants. This could include academic institutions, government labs, other for-profit or non-profit organizations, Indigenous communities, or other entities. Foreign entities are eligible to act as partner organizations for the project. While project partners do not need to be confirmed at the EOI phase, applicants can provide information if available.

Projects that are invited to submit FPP will be required to provide a letter of contribution for each partner identified. Note that the strength of the letters of contribution will be considered during the FPP review.

3. Eligible projects

3.1 Project scope

While projects may be implemented throughout the mining lifecycle, including exploration, development, operations, and closure as well as at multiple sites, they must meet the following criteria:

• Projects must start at Technology Readiness Level (TRL) 6 to 8 (see description of TRLs in section 13, Technology Readiness Levels).
• Projects must demonstrate innovative energy decarbonization technologies at Canadian upstream to midstream operations for metals, minerals, industrial minerals, or metallurgical coal.
• Projects must take place in operational settings, including test centres that have appropriate operational environments.
• Projects must reduce GHG emissions by advancing energy decarbonization technologies through one of the following technology pathways defined as:

1. Mobile Equipment: replacing or retrofitting on-site mobile equipment that combusts fossil fuel (diesel, gasoline, etc.) with low- or non-GHG emitting alternatives to reduce operational emissions. Mobile equipment refers to machinery predominantly used in activities throughout the mine lifecycle such as excavation, material handling, backfilling, and on-site transportation.
2. Stationary Combustion Sources: replacing or retrofitting on-site stationary equipment or plants that combust fossil fuels with low- or non-GHG emitting alternatives predominantly for power generation, ventilation air or facility heating, and on-site processing and/or smelting of ores.
3. Energy Efficiency: improving energy efficiency of electrified processes. Examples may include energy efficiency improvements of ore processing and comminution, AI/computerization of ore sorting, compressed air systems, ventilation, and heat pump technology.

*Note: Projects will be assessed for anticipated GHG reductions at the project level and potential future impact on sector-wide GHG emissions.

Ineligible activities include:

• Upstream to midstream operations exploiting thermal coal and/or oil sands are ineligible for funding.
• Indirect and energy avoidant technologies such as remote sensing, land use change improvements, and negative emissions projects are ineligible for funding.
• Decarbonization technologies including small modular reactors (SMRs) and carbon capture, utilization, and storage (CCUS) including, for example, carbon mineralization of mine tailings or CO2 separation from flue gas streams, are ineligible for funding. While both technologies have significant potential to decarbonize the mining sector, NRCan has recently supported them through different funding opportunities, including the Enabling Small Modular Reactors Program, and the Energy Innovation Program – Carbon Capture, Utilization, and Storage Research, Development, and Demonstration call (see section 12 for information on additional NRCan funding opportunities).

Projects that are already receiving funding from other NRCan programs may be considered ineligible for the Call.

For reference only, the table below outlines some potential in-scope and out-of-scope examples for the Call. These examples are not exhaustive:

Technology Pathway	In-Scope ExamplesFootnote *	Out-of-Scope ExamplesFootnote *
Mobile Equipment	Deployment of prototype hydrogen fuel cell powered haul truck. Testing the integration of commercially available battery EV powered haul trucks into the mine life cycle. Testing a prototype electric or low-GHG exploration equipment such as drills, exploration camps, or helicopters. Demonstration of a novel energy management system that optimizes the duty cycles of electric vehicles to maximize efficiency.	Front end engineering and design of a commercially available conveyor system for ore handling. Testing a novel propulsion system in a lab environment that has not been integrated in a vehicle.
Stationary Combustion Sources	Replacing gas air heaters with novel air circulation system for ventilation air heating. First of a kind deployment of air-source heat pumps to replace gas heaters for ventilation air heating. Replacing diesel generators with novel smart grid system that incorporates renewable electricity sources and battery energy storage. Multi-site demonstration of a novel portable battery packs to replace portable generators at remote mining and exploration sites, including multi-site demonstration. First of a kind deployment of a cogeneration system for power and heat production at a mine site. Demonstration of a novel electric or low-GHG furnace or processing technology. Demonstration of novel electric or low-GHG dewatering equipment.	Purchase of commercially available solar system to provide electricity for offices or other facilities. Demonstration of an oxy-fire CCUS system on diesel generators. Offsetting site emissions through accelerated carbonation of minerals in tailings. Feasibility study of a small modular reactor for an off-grid northern mine site.
Energy Efficiency	Demonstration of a novel prototype crushing circuit employing microwaves that reduces comminution energy needs. Demonstration of novel AI driven energy management for smart ventilation on demand system. Trial of a novel personnel and equipment tracking system that uses predictive algorithms to optimize ventilation on demand. Trial of a novel AI driven ore sorting system that reduces energy required for comminution.	Replacement of existing diesel-powered equipment with higher efficiency commercially available model. Replacement of existing electrified equipment with newer, higher efficiency commercially available equipment. Trial of novel technologies which are energy-avoidant, such as the use of a new remote sensing technology in mineral exploration.

3.2 Inclusion, diversity, equity and accessibility (IDEA)

To further OERD’s objectives to support projects that advance inclusion, diversity, equity, and accessibility (IDEA), applicants will be asked to describe how their project will positively impact Indigenous Peoples, underrepresented groups, and local communities through:

• Accessibility – how the project’s direct and indirect benefits are accessible to a wide range of stakeholders. This could include, but is not limited to, the composition of the project team.
• Participation – how the project includes local stakeholders, with emphasis on those from equity-seeking groups, in planning, design, and implementation as well as in key decision-making processes. This could include, but is not limited to, partnerships, contracts, training opportunities, and ownership of the project.

3.3 Project location

While some project activities can take place outside of Canada where necessary, the project must have significant tangible benefits to Canada and preference will be given to projects with activities taking place in Canada.

The Call may take into consideration specific regional needs and the location of the mine during project evaluation. Demonstration activities must occur on a Canadian mine, and the program will take into account that projects occurring in remote areas may have a higher Total Project Cost. For the Call, remote areas are defined as an area not currently connected to the North American electrical grid nor to the piped natural gas network.

3.4 Intellectual Property (IP) requirements

Projects are not required to have generated IP prior to applying; applicants may continue to work on IP during the course of the project. Projects can use IP that already exists from outside of Canada, as long as it is licensed to the applicant for use in Canada. A successful contribution agreement with NRCan will require that all IP that arises over the course of a project be vest in, or be licensed to, the funding Recipient. If no IP is required or expected to be generated over the course of the project, applicants will be required to justify this position if invited to submit an FPP.

3.5 Knowledge dissemination

Applicants will be asked to describe the knowledge products that will be produced as part of the project and how these products will be disseminated. Knowledge dissemination, including the sharing of project insights, successes, and barriers, is a key element of clean technology innovation. Applicants are required to participate in knowledge dissemination activities either during the project or after project completion. Applicants may choose to allocate a portion of their funding toward these activities, so long as they occur during the available funding period as outlined in section 4.1. Applicants are required to provide NRCan with copies of their knowledge products (e.g., summary report, slide deck, data, infographics) as part of regular reporting expectations outlined in section 10 (Reporting requirements).

4. Funding and support

4.1 Contributions

The Call is open to demonstration projects that request between $1,000,000 and $5,000,000, comprising up to 50% of total project cost, over a period of up to a maximum of six years. Funding is available between fiscal year (FY) 2025-2026 and 2030-2031.

The minimum contribution, maximum contribution, maximum government stacking percentage, and project life are outlined in the table below:

Call Contribution Percentage (% of Total Project Cost)	Minimum Contribution	Maximum Contribution	Maximum Government Stacking Percentage (% of Total Project Cost)	Project Life
Up to 50% (Up to 100% for Indigenous applicants)	$1,000,000	$5,000,000	100%	Up to 6 years

Collaboration and leveraging are strongly encouraged for all project components, and these will be included in the selection criteria. Stacking of funding (i.e. total government support for a project) will be supported to a maximum of 100% of the Total Project Cost. However, additional points will be awarded in the evaluation of FPPs that leverage funding from non-government sources. Note that this does not apply to Indigenous applicants, given their eligibility for a contribution of up to 100% of the Total Project Cost.

Total Project Cost refers to the total cost of the project and includes both Eligible Expenditures (defined in section 5.1) and Ineligible Expenditures (defined in section 5.2). (Total Project Cost) = (Eligible Expenditures) + (Ineligible Expenditures). Total Project Cost does not include non-permissible expenditures (defined in section 5.3).

Call Contribution Percentage (% of Total Project Cost) refers to the maximum percentage of funding provided by the Call for Total Project Cost (cannot exceed the Maximum Contribution). The balance is to be funded by the Recipient or from other sources.

Minimum Contribution refers to the minimum amount of funding provided by the Call for Total Project Cost and must also align with the contribution percentage limitations.

Maximum Contribution refers to the maximum amount of funding provided by the Call for Total Project Cost and must also align with the contribution percentage limitations.

Maximum Government Stacking Percentage (% of Total Project Cost) refers to the maximum level of total Canadian government funding (stacking) authorized by the Call. Prior to signing contribution agreements, a Recipient will be required to disclose all anticipated sources (Canadian and non-Canadian) of funding for the proposed project, including approved in-kind funding, clearly identifying contributions from other Canadian government sources (federal, provincial, territorial, and municipal, including federal laboratories). This stacking limit must be respected when assistance is provided. In the event that actual total government assistance to a Recipient exceeds the Eligible Expenditures, NRCan will adjust its level of contribution from the Call (and seek reimbursement, if necessary) so that the stacking limit is not exceeded. Eligible Expenditures are defined in section 5.1. Note that other programs may have different stacking limits for federal funding, and it is the responsibility of the applicant to ensure that they are within the eligible range for their project across all funding programs they apply to.

4.2 In-kind contributions

In-kind Contribution means a cash-equivalent contribution in the form of an asset for which no cash is exchanged but that is essential to the project and that would have to be purchased by the project proponent on the open market, or through negotiation with the provider, if it were not provided by the project proponent.

The Call accepts In-kind Contributions as part of the Total Project Cost, subject to the definitions and limitations described in section 9. As per section 5.2, in-kind support is ineligible for reimbursement.

5. Eligible, ineligible, and non-permissible expenditures

5.1 Eligible expenditures

Eligible Expenditures for an approved project must be directly related to, and necessary for, the implementation and conduct of a project and will include:

• Salaries and benefits for employees on the payroll of the Recipient for the actual time spent by the employees on the project
• Training and workshops
• Professional, scientific, technical and contracting services
• Travel expenditures, including meals and accommodation, based on National Joint Council Rates, adjusted to reflect costs in Northern and remote areas, where appropriate.
• Capital expenditures such as the purchase, installation, testing and commissioning of qualifying equipment, materials and products, including diagnostic, testing tools and instruments, and original equipment manufacturer equipment warranty (including extended warranties where deemed appropriate to mitigate risk and lack of capacity).
• Other expenses related to the project or activity including:
  • Laboratory and field supplies, and materials;
  • Printing services and translation;
  • Data collection services, including processing, analysis and management;
  • Facility costs for seminars, conference room rentals etc. (excluding hospitality);
  • Construction Insurance;
  • Accreditation;
  • License fees and permits;
  • Honoraria;
  • Training; and
  • Field testing services.
• Overhead expenditures, provided they are directly related to the conduct of the project and can be attributed to it. Overhead expenditures can be included as Eligible Expenditures to a maximum of 15% of Eligible Expenditures. Overhead expenditures include:
  • Administrative and corporate support provided directly to the project by the Recipient's employee(s), valued on the same basis as professional staff time;
  • Routine laboratory and field equipment maintenance, based on the actual expenditure to a Recipient;
  • Office operating expenses directly related to the conduct of the project (e.g. faxes, telephone, photocopies, internet, SAT phones, and office equipment);
  • Costs associated with further distribution of funding.
  • A predetermined overhead percentage (based on evidence provided by the Recipient of expected overhead expenditures at the time of contribution agreement negotiation), may be set and subsequently applied to each claim, in order to avoid unnecessary administrative burden to funding Recipients.
• GST, PST or HST, net of any tax rebate to which the Recipient is entitled.

Further details are described in section 8.

5.2 Ineligible expenditures

Costs ineligible for reimbursement from the Call (but permitted as part of the proponent’s contribution to the Total Project Cost) will include:

• Feasibility studies and front-end engineering and design (FEED) studies
• All costs incurred within the Total Project Cost period but outside the Eligible Expenditure Period are considered as Ineligible Expenditures
• Overhead expenses exceeding 15% of Eligible Expenditures may be included as Ineligible Expenditures and count towards the proponent’s portion of the Total Project Cost provided that the sum of overhead expenses (Eligible plus Ineligible) does not exceed 15% of the Total Project Cost.
• The reimbursable portion of Federal and Provincial Taxes
• In-kind costs

From time to time, the Call may determine that some of the proponent’s project costs will not be eligible for reimbursement but may be included towards the proponent’s contribution to the Total Project Cost. These costs will be considered ineligible Expenditures and should be included in the Ineligible Expenditures section of the budget at the FPP phase. The Program will provide guidance to the proponent as required.

5.3 Non-permissible expenditures

Expenditures ineligible either for reimbursement or for inclusion as part of the Total Project Cost (non-permissible costs) will be listed in the application materials. At minimum, the following costs are considered non-permissible:

• Purchase of land.

5.4 Collaboration with federal laboratories

Projects in collaboration with federal laboratories are eligible, but no preference will be given to projects with federal participation. Applicants will be required to clearly articulate in the application how the collaboration will address specific technical R&D challenges and ensure relevancy and alignment between industry and federal interests. The roles and responsibilities of the parties and the terms of the collaborator’s participation in the project must be clearly identified and may require a separate agreement.

6. Application process

6.1 How to apply

To apply, applicants must complete and submit their Expression of Interest (EOI) via the Applicant Portal by 1:00 p.m. ET on January 27, 2025.

The Call’s project selection process has two phases:

• Expression of Interest (EOI) phase, open to all eligible applicants
• Full Project Proposal (FPP) phase, open to invited applicants only

Applicants are responsible for ensuring that they meet the eligibility criteria and that their EOI is fully completed and successfully submitted by the deadline.

Please note that due to the volume of inquiries received and to ensure the fairness of the process, the Program team will not have meetings or calls with individual applicants during the intake period. Questions about the Call or the process should be directed to: eipmining-pieminiere@nrcan-rncan.gc.ca

The Call, through the Investment Review Committee, will consider Government of Canada policy and program priorities when selecting projects at the EOI and FPP phases. The Investment Review Committee reserves the right to balance the portfolio of selected projects to ensure, for example, balanced distribution across regions and technology pathways, Indigenous participation, value for public spending, investment risk for the program, and other relevant priorities.

Access the EOI portal

6.2 Next steps and timelines

6.2.1 Full project proposal phase

NRCan will notify the applicants who are invited to the FPP phase and send them information on the FPP timelines and submission requirements.

Applicants must provide all mandatory information to be considered for funding. An invitation to the FPP phase does not represent a funding commitment from NRCan.

NRCan may request supplementary information at various points in the review process.

6.2.2 Due diligence assessment

All applicants selected for funding will undergo a due diligence assessment, which will include four main components: financial, technical, legal and regulatory due diligence. Selected applicants will have two months to fulfill all due diligence requirements. Note that if regulatory obligations are triggered, more time would be required to complete the due diligence assessment.

As part of financial due diligence, selected applicants will be asked to complete a detailed budget and statement of work template which will be thoroughly assessed by the assigned NRCan project team. Applicants may also be selected by NRCan for a 3rd party financial audit or be asked to provide their three major financial statements (Cash Flow, Income & Balance Sheet) to evaluate the organization’s financial health. Applicants will be asked to provide documentation to support budget estimates.

Technical due diligence will be assessed by reviewing the applicant’s detailed budget and statement of work template. A panel of science and technology advisors will evaluate project complexity, feasibility and timelines.

Applicants will be asked to provide legal proof of registration in Canada as part of the legal due diligence. Within the detailed budget and statement of work, there are sections dedicated to permits and conflict of interest, which are also part of the legal due diligence performed by NRCan.

Regulatory due diligence encompasses obligations under the Impact Assessment Act and the legal duty to consult with Indigenous peoples set out in section 35 of the Constitution Act, 1982. During the due diligence phase, NRCan must assess any regulatory obligations it may have for each project and complete all federal requirements related to these Acts before funding can be disbursed. As per sections 82 and 83 of the Impact Assessment Act, NRCan must not provide financial assistance for a project to be carried out, in whole or in part, on federal lands/outside Canada, unless the project is not likely to cause significant adverse environmental. As per section 35 of the Constitution Act, 1982 Canada has a legal duty to consult with Indigenous peoples when contemplating funding a third party to carry out a project that might adversely impact potential or established Aboriginal or treaty rights. NRCan is responsible to evaluate each project to understand how and when a project could adversely impact these rights. The full project proposal, detailed budget, and statement of work template contain questions and information that are specifically used to assess NRCan’s regulatory obligations and will help inform how to fulfill this requirement.

Applicants undergoing due diligence will be notified whether their project passes the due diligence assessment. Applicants whose projects pass the due diligence assessment will be invited to work with NRCan to draft, sign, and execute a contribution agreement.

6.2.3 Contribution agreement

Any funding under the Call will be contingent upon the execution of a contribution agreement. Until a written contribution agreement is signed by both parties, no commitment or obligation exists on the part of NRCan to make a financial contribution to any project, including any expenditure incurred or paid prior to the signing of such contribution agreement.

More information on NRCan contribution agreements will be made available to successful applicants following notification of the proposal results.

6.2.4 Timelines

The following timelines are anticipated for the Call. NRCan, at its sole discretion, reserves the right to modify these anticipated timelines.

Steps	Dates
Open for EOI Applications	December 6, 2024
Deadline for EOI Applications	January 27, 2025 – 1:00 p.m. ET
Notification of EOI Results	Spring 2025
Deadline for FPP Submissions	Spring 2025
Project Selection/Notification	Summer 2025
Due Diligence	Fall 2025
Drafting and Signing of Contribution Agreement	Winter 2025/2026

6.2.5 Service standards

NRCan maintains a suite of service standards on the expected timelines for each phase of program delivery. The service standards for NRCan’s programs are available at the following link: https://natural-resources.canada.ca/transparency/reporting-and-accountability/plans-and-performance-reports/natural-resources-canadas-service-standards-for-transfer-payment-programs/22265.

7. Definitions

Accessibility: an overarching goal to realize a barrier-free environment through the proactive identification, removal and prevention of barriers in an organization’s policies, programs, practices and services. A barrier could include anything that hinders the full and equal participation in society regardless of their distinct identities and needs. Removing accessibility barriers ensures all members of society are fully supported and have opportunities to advance.

Contribution: funding provided by Canada under the contribution agreement toward Eligible Expenditures.

Distribution System: the portion of the electric system that is composed of medium voltage (or lower) sub-transmission lines, substations, feeders, and related equipment that transport the electricity commodity to and from customer homes and businesses and that link customers to the high-voltage transmission system.

Diversity: the acceptance and respect of various human dimensions including race, gender, sexual orientation, ethnicity, socio-economic status, religious beliefs, age, physical abilities, political beliefs or other ideologies.

Due Diligence Start Date: the date on which the proponent was notified that it succeeded to the Due Diligence stage.

Eligible Expenditure Period: that Recipients will be allowed to start incurring Eligible Expenditures from the date a Recipient’s project has been conditionally approved (and pending a due diligence review) or April 1 of the fiscal year in which the contribution agreement is signed and ending on the contribution agreement completion date. Retroactive expenditures will be limited to 30% of NRCan’s contribution.

Eligible Expenditures: costs incurred within the Eligible Expenditure Period, either directly by the Proponent or through a third party, which are cash disbursements made with respect to the activities set out in the Proposal.

Equity: a condition or state of fair, inclusive and respectful treatment of all people based on their distinct identities and needs; removing systemic barriers to ensure all members are fully supported and have opportunities to advance. Equity does not mean treating people the same without regard for individual differences.

IDEA: inclusion, diversity, equity and accessibility.

Inclusion: the extent to which diverse members of a group (society/organization) feel valued and respected.

Indigenous Individuals: includes Inuit, Métis, First Nation, Status Indian and non-Status Indian individuals, or any combination thereof.

Indigenous Applicant or Recipient: community, government, or organization governed by Indigenous individuals. This includes but is not limited to Band Councils, Tribal Councils, incorporated for-profit and not-for-profit Indigenous controlled organizations, self-governing Indigenous entities.

Indigenous-owned Project: a project led by an applicant with 51% or greater Indigenous ownership who hold a controlling interest in project activities.

Remote Area: an area not currently connected to the North American electrical grid nor to the piped natural gas network.

Profit: in relation to the project, net operating profit as determined by Generally Accepted Accounting Principles.

Project: the Applicant’s proposal, as submitted to NRCan.

Total Project Cost: the Contribution and other verifiable contributions either received or contributed by the Proponent from the Due Diligence Start Date to the Completion Date and directly attributable to the Project.

8. Eligible expenditures – costing memorandum

8.1 Salaries and benefits

8.1.1 Salaries

Salaries include wages for all personnel with direct involvement in the project such as engineers, scientists, technologists, draftsmen, researchers, laboratory, experimental and shop labour. All eligible personnel must be employees on the Proponent’s payroll. Payment in terms of shares, stock, stock options and the like are not eligible. The amount invoiced shall be actual gross pay for the work performed and shall include no markup for profit, selling, administration or financing.

The eligible payroll cost is the gross pay of the employee (normal periodic remuneration before deductions). Normal periodic remuneration rates are the regular pay rates for the period excluding premiums paid for overtime or shift work. The payroll rate does not include any reimbursement or benefit conferred in lieu of salaries or wages. When hourly rates are being charged for salaried personnel, the hourly rates shall be the periodic remuneration (annual, monthly, weekly, etc.), divided by the total paid hours in the period including holidays, vacation, paid sickness time.

Labour claims must be supported by suitable records such as time sheets and records and be held for verification at time of audit. Management personnel are required to maintain appropriate records of time devoted to the project.

8.1.2 Benefits

Benefits are defined as a reasonable prorated share of expenses associated with the direct labour cost such as the employer’s portion of Canada Pension Plan, Quebec Pension Plan and Employment Insurance, employee benefits such as health plan and insurance, Worker’s Compensation, sick leave and vacation plus any other employer paid payroll related expenses. Items such as salary bonuses and other salary incentives, stock options or vehicle use, which have no relationship to the project or which have been charged on an indirect basis are non-eligible. The determination of the fringe benefits amount shall be in accordance with generally accepted cost accounting principles. In general, fringe benefits rate provided in the project estimate shall be computed once during the life of the project and agreed on prior to the signing of the Agreement. If retroactive adjustments are made, these must be indicated on claims for progress payments for NRCan approval.

8.2 Professional, technical, and scientific contracting services

Sub-Contractors and Consultants: The nature of goods or services to be acquired shall be set out in the proposal estimate. The amount eligible from a sub-contractor or a consultant shall be the actual contract amount.

8.3 Travel, meals, and accommodation costs

Unless stated otherwise in the contribution agreement between NRCan and the proponent, National Joint Council Rates that are in effect at the time of expenditure incurrence, adjusted to reflect costs in Northern and remote areas, where appropriate, shall be used in reimbursing the following expenses:

• Travel, food and lodging costs to meet with NRCan officials
• Travel, food and lodging costs necessary for other project activities, e.g. field trials and demonstrations at locations away from the proponent's usual location; project planning and review meetings between the principal proponent and its partner(s)

8.4 Capital expenditures

8.4.1 Materials

Materials include those consumed in carrying out the project, including those utilized in the production and operation of models, prototypes and pilot plants. Only utilities consumed to operate equipment or processes are eligible and may be metered and reported separately from the total utility cost. Utilities used for buildings are not eligible.

Materials purchased solely for the project and issued from the Proponent’s inventory are eligible. All materials shall be charged to the project at the net price excluding GST after deducting all trade discounts and similar credits. Surplus materials shall be credited to the project at the original purchase price.

8.4.2 Equipment

Equipment consists of equipment acquired or constructed exclusively for the project. In order to be eligible, such equipment must be identified in the project cost estimate and approved by the Minister. All such equipment shall be charged to the project at the net price (excluding GST) after deducting all trade discounts and similar charges.

Where such equipment is obtained from another division of the Proponent or from a related company, the Eligible Expenditures shall not exceed Fair Market Value and shall not include any markup for profit, administration, selling or financing expense.

8.5 Other expenses

8.5.1 Testing services

Eligible testing services are those conducted by testing organizations or accredited laboratories, such as the Canadian Standards Association, Underwriters Laboratories and must be essential to the success of the project. Testing services shall be charged at actual cost. Regulatory costs, where required may be eligible (e.g. testing to comply with Environmental Standards). All such costs should be identified in the original proposal cost estimates.

8.5.2 Overhead expenses

With regard to overhead expenses, they may include:

• Administrative support provided directly to the project by the proponent’s employee(s), valued on the same basis as professional staff time;
• Routine laboratory and field equipment maintenance, based on the actual cost to the proponent that is directly related to the project;
• Heat, hydro, and office operating costs (e.g. faxes, telephone), provided that they are directly related to the project.

Overhead costs will be negotiated and agreed to on an individual basis with project proponents before signing a contribution agreement. They will not exceed 15% of Eligible Expenditures.

9. In-kind contributions – costing memorandum

9.1 Purpose, definitions, eligibility, and value

9.1.1 Important note

The Program accepts In-kind Contributions (defined below) as part of the Total Project Cost, subject to the definitions and limitations described in this section. As per section 5.2, in-kind support is ineligible for reimbursement.

Proposed In-kind Contributions that are deemed acceptable by NRCan officials must be supported by a formal commitment from the project proponent to provide them, prior to any commitment on Program funding to the proposed project being made.

9.1.2 Purpose

The purpose of this section is to identify the kinds of non-cash contributions (“in-kind support”) that are acceptable as part of the overall funding for the project from the project proponent, and to provide guidance on how to put a value on those contributions.

9.1.3 Definitions for this section

In-kind Contribution: a cash-equivalent contribution in the form of an asset for which no cash is exchanged but that is essential to the project and that would have to be purchased by the project proponent on the open market, or through negotiation with the provider, if it were not provided by the project proponent.

Fair Market Value: the average dollar value the project proponent could get for a contributed asset in an open and unrestricted market, between a willing buyer and a willing seller (the proponent) who are acting independently of each other. As a guide, it should approximately represent the original cost minus the depreciation.

Most Favoured Customer: a customer given the deepest discount from the normal selling price for a good or service sold to it by the project proponent.

Project Proponent: refers to the funding Recipient and its partners and collaborators.

Asset Section: a useful and valuable good, service or other support provided to the project.

Internal Rate: the rate that would be charged by the component of the project proponent that provides the service to the component of the proponent that receives it.

9.1.4 Eligibility of in-kind contributions

To be eligible as an In-kind Contribution:

• The contributed asset must be from one of the categories identified below under the heading “Categories of Eligible In-kind Support”.
• It must be essential to a project's success and would otherwise have to be purchased by the project proponent.
• Its value must be determinable and verifiable.
• Its valuation must be confirmed by NRCan officials or its auditors and agreed upon by the project applicant and NRCan.

9.1.5 Assessing the value of in-kind contributions

Two different approaches to the valuation of in-kind support are possible:

• Using the Fair Market Value, as described above.
• Using the incremental cost – the cost to the project applicant or its partners and collaborators of providing the contributed asset over and above normal operating costs.

9.2 Categories of eligible in-kind support

9.2.1 Salaries and benefits

This category addresses the provision of the project partner’s employees’ time to undertake work, such as research, technology development and assessment, and expert analysis that is wholly and directly in support of the project.

The value of services of an employee of the project’s partner provided to the proponent should be at Fair Market Value for the type of service provided and that these services are consistent with the duty for which the employee is normally paid.

9.2.2 Professional, scientific and contracting services

This category addresses the provision of analytical and technical services. Analytical and technical services include routine laboratory and field technical services such as data collection, laboratory analyses and measurements, and field measurements, exclusive of equipment maintenance. These services may be provided by a component of the project proponent’s overall organization, or provided to the project proponent by a third party.

The value of analytical and technical services provided by or to the proponent should be the lesser of the project proponent’s Internal Rate for the service if that service is provided internally (i.e., within the project proponent's organization), or the incremental cost to the project proponent if it is provided by a third party.

9.2.3 Provision of equipment and laboratory and field supplies and materials

This category includes equipment, laboratory supplies and field supplies that are provided by or to the project proponent, and the provision of access to, and use of, proprietary software and databases owned by or provided to the project proponent.

Values assessed for equipment and laboratory and field supplies and materials provided to the project must meet the following criteria:

• The value of supplies and materials shall not exceed the selling price to the provider’s most favored customer at the time of provision.
• The value of equipment shall not exceed the Fair Market Value of equipment of the same age and condition at the time of provision.
• If the equipment is special purpose, one-of-a-kind, its value shall not exceed the cost to the provider of its design, testing and manufacture.
• The value of access to, and use of, proprietary software and databases should be the incremental costs to the project proponent of providing that access and use, such as staff time involved, including providing any required instruction on their use. Costs associated with developing the software or databases are ineligible as an In-kind Contribution.

9.2.4 Travel, meals and accommodation costs

Unless stated otherwise in the contribution agreement between the NRCan and the proponent, National Joint Council Rates that are in effect at the time of expenditure incurrence, adjusted to reflect costs in Northern and remote areas, where appropriate, shall be used in assigning a value to the following expenses.

• Travel, food and lodging costs to meet with NRCan officials
• Travel, food and lodging costs necessary for other project activities, e.g. field trials and demonstrations at locations away from the proponent's usual location; project planning and review meetings between the principal proponent and its partner(s)

9.2.5 Overhead expenses

With regard to overhead expenses, they may include:

• Administrative support provided directly to the project by the proponent’s employee(s), valued on the same basis as professional staff time (as described under category 1);
• Routine laboratory and field equipment maintenance, based on the actual cost to the proponent that is directly related to the project;
• Heat, hydro, and office operating costs (e.g. faxes, telephone) telephone, provided they are directly related to the project.
• Overhead costs will be negotiated on an individual basis with project proponents. The total of overhead expenses (Eligible and Ineligible) will not exceed 15% of Total Project Cost.

10. Reporting requirements

10.1 Outcome reporting

After entering into a contribution agreement with NRCan, proponents of successfully funded projects will be required to report on a quarterly and yearly basis to ensure that targets and objectives are being met.

As some outcomes may only be realized after funding has ended, ongoing data collection and assessment will be required for a period of five years following the project’s completion date.

The frequency of reporting will be determined based on the risk of the Recipient/project as established by the departmental risk management model but will include, at a minimum, annual reporting.

The reporting requirements for Recipients will be as follows:

10.2 On a regular basis

• A financial report signed by the Chief Financial Officer or Duly Authorized Officer of the organization which outlines Eligible Expenditures incurred;
• A project cash flow statement and/or budget;
• A report using a template supplied by NRCan that shall provide a status of activities in sufficient detail to allow progress to be evaluated and periodic tracking of performance indicators. The report should identify any concerns that NRCan should be made aware of, and explain how they are being addressed.

10.3 At the end of the project

It will be considered to be the 'end of the project' once the final (if more than one) reporting, as outlined in the contribution agreement, has been completed to the satisfaction of NRCan. Reports may include:

• A financial declaration as to the total amount of contributions or payments received from other sources in respect of the Project;
• A financial declaration as to the total amount of Canadian government funding received in respect of the Project;
• A project completion report to describe how project activities have contributed to the achievement of the objectives of the project, which may include confidential information for internal government use only, including:
  • A review of the results of the project in comparison to the original deliverables and work plan, with explanations of any deviations;
  • A review of the project's performance measures to describe the benefits that have or will accrue as a result of the project including energy efficiency, environmental impact, costs and paybacks, and any other appropriate measures such as productivity and quality improvements;
  • A description of the Recipient's knowledge dissemination activities and/or tech transfer activities (where applicable); and
  • A final project cost table.
• A public report^{Note de bas de page *}, using a template supplied by NRCan, that describes the project and its results, which may be translated by NRCan and made publicly available; and
• Where applicable, copies of any non-proprietary reports requested by NRCan arising from and prepared during the course of the project.

10.4 For a period of 5 years following the end of the project

Annually, an updated Outcomes Report, using a template supplied by NRCan, to report on short term, intermediate term, and, to the extent possible, long-term outcomes. Regular communication between NRCan and the Recipients will be established to monitor progress.

10.5 Non-repayable contributions

Contributions under these programs will be non-repayable, as they will be for pre-commercial (Technology Readiness Level 1-9) activities and the benefits from the contribution will be accrued broadly rather than to the Recipient. The projects being supported under these programs are pre-commercial in nature and thus not anticipated to generate revenues as the technologies require further adaptation, improvements, and de-risking to be commercially profitable.

This is in accordance with the Directive on Transfer Payments, Appendix E, Section E-15, which permits non--repayable contributions under such circumstances when "the benefits from the contribution accrue broadly rather than to the Recipient". The benefits of these contributions will accrue broadly: the environmental benefits will include more efficient energy usage, increased renewable energy production, reduced impacts on air, water, and soil, among others, and these environmental goods will benefit Canadians as a whole. In the long term, the competitive benefits resulting from the program will also result in more sustainable employment. And economic development opportunities for Canadians, including Indigenous communities, in the natural resource sectors. Primary activities are also intended to provide input into policies, codes, standards, and regulations while enabling the transfer of knowledge and building of capacity through implementing green technologies in Canada. This is of particular importance in Canada's remote communities.

10.6 Other terms and conditions

Approved projects may be subject to one or more external audits (Recipient audits) to ensure that the terms of the contribution are respected. The requirements for Recipient audits will be determined on a risk-based assessment on a project-by-project basis. This process is described in the Performance Measurement and Risk Strategy for the Program.

The conditions related to the disposition of assets acquired by the Recipient with funding provided by NRCan shall be identified in the contribution agreement.

11. Regulatory, reporting, and other requirements

11.1 Inclusion, diversity, equity and accessibility (IDEA) workplaces and policies

NRCan recognizes the importance of a diverse and inclusive workforce for the resilience of Canada’s economy and the benefit of Canadian society. To better understand applicants’ approaches to creating more equitable and inclusive workplaces and policies, NRCan is collecting voluntary information that will be aggregated and anonymous. This information will be used to inform future outreach, program development, and efforts to promote IDEA in the clean energy sector.

11.2 Duty to consult

NRCan has a legal duty to consult with Indigenous groups when a contemplated Crown conduct, such as the provision of funding, may have adverse impacts on existing or potential Aboriginal or Treaty rights. Federal departments and agencies are responsible for understanding how and when an activity could have an adverse impact on Aboriginal or treaty rights, and consultation should occur prior to the federal government taking any action.

While applicants to the Program are not required to consult with Indigenous groups as part of the application process, they will be required to report at the FPP phase if they have already conducted consultation or engagement activities in relation to the project proposal or as part of their ongoing operations or corporate commitments.

11.3 Impact Assessment Act

As per the Impact Assessment Act, NRCan is required to assess whether RD&D projects carried out, in whole or in part, on federal lands are likely to cause significant adverse environmental effects. At the FPP phase, applicants will be asked to identify if the project will be carried out in whole or in part on federal lands. If so, an impact assessment may be required during due diligence for successful applicants.

11.4 Information sharing permissions

During the application process, applicants will confirm whether they provide permission for NRCan to share their application with other relevant funding organizations. For projects that may not obtain funding under the Program, this will allow the Program to provide the opportunity for maximum exposure and guidance across other federal funding programs or providers.

11.5 The Clean Growth Hub

The Clean Growth Hub is a whole-of-government focal point for clean technology focused on supporting companies and projects, coordinating programs and tracking results.

Should you consent, the information you provide may be shared across federal departments/agencies, including but not limited to the departments and agencies represented in the Clean Growth Hub, with a view to assisting you in determining the federal programs/supports best suited to your needs. Pursuant to Paragraph 20(1) of the Access to Information Act, the Clean Growth Hub will not publicly disclose any information without permission.

11.6 Trusted Partners

To facilitate co-funding with provincial/territorial and industry funders, NRCan is working in collaboration with a network of other funding organizations across Canada. By giving NRCan the authority to share your proposal with our “Trusted Partners” (TP), you allow NRCan to explore possible co-funding opportunities, referrals, or follow-on funding opportunities.

Please note that NRCan will only share these applications with TPs where NRCan has a non-disclosure agreement in place and for the purposes of referring proposals for funding consideration or exploring the possibility of co-funding.

11.7 Contact us

For any questions regarding the Call, please contact NRCan at eipmining-pieminiere@nrcan-rncan.gc.ca. During regular operations, NRCan will strive to respond within two business days.

11.8 Other conditions

• No Member of the House of Commons shall be admitted to any share or part of the contribution agreements, or any resulting benefit.
• Where appropriate, projects will be subject to appropriate environmental assessments prior to the release of any funds.
• The Proponent will comply with the Conflict of Interest Act, the Conflict of Interest and Post-Employment Code for Public Office Holders.
• Funding may be cancelled or reduced in the event that departmental funding levels are reduced by Parliament. Agreements will include provisions to this effect.
• Proponents will be required to acknowledge the financial support of Canada in all public information produced as part of the project.
• As part of project monitoring requirements, NRCan will have the right to visit and inspect all project sites, upon providing a reasonable notice to project proponents.

11.9 Confidentiality and security of information

The Access to Information Act (the “Act”) governs the protection and disclosure of information, confidential or otherwise, supplied to a federal government institution. This Act is a law of public order; as such the Government of Canada, including NRCan, cannot contract out of it.

Paragraph 20 (1) (b) of the Act states that:

• a government institution [such as NRCan] shall refuse to disclose any record requested under the Act that contains financial, commercial, scientific or technical information that is confidential information supplied to a government institution by a third party and is treated consistently in a confidential manner by the third party.

Pursuant to Paragraph 20 (1) (b) of the Act, NRCan will protect the applicant’s confidential information supplied to NRCan from disclosure if:

• The applicant’s information supplied to NRCan contains financial, commercial, scientific or technical information; and
• The applicant consistently treats such information in a confidential manner.

Accordingly, NRCan will protect the applicant’s confidential information in its possession to the same extent as the applicant protects said confidential information in its own establishment: if the applicant chooses to send the proposal or other confidential information to NRCan by e-mail, NRCan will respond to the Proposal by e-mail. Similarly, if the applicant’s correspondence is through regular mail, NRCan’s response will be in like manner. However, in all cases, NRCan will use e-mail correspondence to the applicants for all non-confidential matters.

NRCan recognizes that e-mail is not a secure means of communication, and NRCan cannot guarantee the security of confidential information sent via e-mail while it is in transit. Nonetheless, applicants who regularly use e-mail to communicate confidential information within their own organizations may choose to interact with the program via the program’s email address: eipmining-pieminiere@nrcan-rncan.gc.ca.

For more information on this subject, a careful reading of the entire section 20 of the Access to Information Act is greatly encouraged.

12. Other NRCan funding opportunities

NRCan provides funding opportunities for innovative and novel technological solutions that address clean energy challenges.

The Energy Innovation Program funds the most impactful energy innovation and cleantech projects and activities – from early-stage research and development all the way to demonstration projects and front-end engineering and design. For more information, visit the Energy Innovation Program webpage and sign up for OERD’s email list to receive latest news and notifications of new funding opportunities.

The Government of Canada has also created the Clean Growth Hub, an interdepartmental team co-chaired by NRCan and Innovation, Science and Economic Development Canada with a mandate to help clean technology producers and users better navigate the Government of Canada’s clean technology programs. Find information, resources, and advice on federal supports for clean technology in Canada by visiting the Clean Growth Hub website.

13. Technology readiness levels

TRL is a measure used to assess the maturity of evolving technologies (devices, materials, components, software, work processes, etc.) during its development and in some cases during early operations. Generally speaking, when a new technology is first invented or conceptualized, it is not suitable for immediate application. Instead, new technologies are usually subjected to experimentation, refinement, and increasingly realistic testing. Once the technology is sufficiently proven, it can be incorporated into a system/subsystem.

TRL	Short Definition	Description	Examples of Activities
1	Basic principles observed and reported.	Lowest level of technology readiness. Scientific research begins to be translated into applied research and development (R&D).	Activities might include paper studies of a technology's basic properties.
2	Technology concept and/or application formulated.	Invention begins. Once basic principles are observed, practical applications can be invented. Applications are speculative, and there may be no proof or detailed analysis to support the assumptions.	Activities are limited to analytic studies.
3	Analytical and experimental critical function and/or characteristic proof of concept.	Active R&D is initiated. This includes analytical studies and laboratory studies to physically validate the analytical predictions of separate elements of the technology.	Activities include components that are not yet integrated or representative.
4	Component(s)/subsystem(s) and/or process validation in a laboratory environment.	Basic technological components are integrated to establish that they will work together.	Activities include integration of "ad hoc" hardware in the laboratory.
5	Semi-integrated component(s)/subsystem(s) and/or process validation in a simulated environment.	The basic technological components are integrated for testing in a simulated environment.	Activities include laboratory integration of components.
6	System and/or process prototype demonstration in a simulated environment.	A model or prototype that represents a near desired configuration.	Activities include testing a model or prototype in a simulated or laboratory environment.
7	Prototype system ready (form, fit, and function) for demonstration in an appropriate operational environment.	Prototype is ready for demonstration in an operational environment and is at planned operational level.	Activities include prototype field testing in a real-world operational setting.
8	Actual technology completed and qualified through tests and demonstrations.	Technology has been proven to work in its final form and under expected conditions.	Activities include developmental testing and evaluation of whether it will meet operational requirements.
9	Actual technology proven through successful deployment in an operational setting.	Actual application of the technology in its final form and under real-life conditions, such as those encountered in operational tests and evaluations.	Activities include using the innovation under operational conditions.

Guiding principles

The following principles should be applied when determining the TRL of a technology:

• Start with the broader Technology Development Stage: When determining a TRL, it is best to start with the general development stage of the technology before assessing the specific TRL.
• Err on the side of conservative: If there are uncertainties as to whether a technology is at a certain TRL, the lower TRL should be assigned.
• Ensure the operating environment is well understood: A key aspect of the various TRLs is the testing environment of a technology. It is important to be clear in understanding the real-world conditions expected and if and how the testing environment (e.g. laboratory, simulated or operational) represents these conditions.
• A TRL is only valid for the specific operational environment for which it was tested: If a developed technology is to be deployed in an operational environment that was different than the one it was tested for, the technology would no longer be considered fully developed and would need to be tested and refined for the new operational environment to be considered at the same TRL.

Important distinction: A technology is said to have achieved a specific TRL if it has met the requirements for that level and all prior levels. A technology is said to be at a certain TRL if the research team is currently working on achieving the requirements specific to that level.

Still not sure what TRL your project is at? Check out the TRL assessment tool to help you narrow it down.

14. Disclaimer

NRCan reserves the right to alter or cancel any call for expressions of interest, call for proposals, funding amounts and/or deadlines associated with any program component, or to cancel any application process at its sole discretion. Any changes will be communicated to registered applicants via the NRCan website.

Any costs incurred for the submission of any EOI or of FPP are at the project applicant’s own risk. In all cases, any funding under any submission, review and assessment process will be contingent upon the execution of a contribution agreement.

Until a written contribution agreement is signed by both parties, no commitment or obligation exists on the part of NRCan to make a financial contribution to any project, including any expenditure incurred or paid prior to the signing of such contribution agreement.