Material Contracts

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---
schema: foundry-doc-v1
title: "Material Contracts"
slug: material-contracts
category: governance
type: topic
content_type: topic
quality: complete
short_description: "Material contracts disclosure: management agreements, property management contracts, and major leases, and where investors can request them."
status: active
audience: public
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-07-03
editor: pointsav-engineering
paired_with: material-contracts.es.md
---

A material contract is a contract that a [[regulated-reporting-entity|reporting issuer]] considers significant
enough to its business, operations, or financial condition that investors would reasonably
need to know of its existence and its material terms in order to make an informed investment
decision. National Instrument 51-102 requires a reporting issuer to list material contracts in
its annual information form and, subject to specified exceptions, to file the contracts
themselves on [[about-filing-systems|SEDAR+]].

## What counts as a material contract

Not every contract a company signs is material. A contract entered into in the ordinary course
of business — a routine service agreement, a standard commercial lease at market terms — is
generally excluded from the material contract disclosure requirement unless its terms are
unusual, its financial magnitude is significant relative to the issuer's overall business, or
it creates a dependency that investors would need to understand. Within the [[direct-hold-solutions-structural-comparison|Direct-Hold
Solutions]] structure, the categories of contract most likely to meet the materiality threshold
are:

**Management and services agreements.** The [[technology-services|technology services agreement]] between the
technology vendor and the commercial operator, and any general partner or administrator
agreement governing how a Direct-Hold Solution is managed, describe the compensation
arrangement and the scope of authority delegated to the manager. These agreements are material
because they define who is entitled to act on behalf of the vehicle and on what economic terms.

**Property management contracts.** An agreement under which a third party or an affiliate
manages the day-to-day operation of a property — leasing, maintenance, tenant relations —
is material where the arrangement affects the fee structure or operating cost base of the
underlying asset.

**Major leases.** A lease with a tenant that represents a significant share of a property's
rental income, or a lease with unusual terms — a long initial term, a below-market rent
concession, an unusual renewal or termination right — is disclosed where it is significant
enough to affect an investor's understanding of the asset's income stability. See
[[market-and-property-risk|Market and Property Risk]] for the tenant concentration risk this disclosure relates to.

## Where investors can find or request material contracts

Material contracts required to be filed are filed as exhibits to the annual information form on
SEDAR+ (or the equivalent registry in the applicable jurisdiction — EDGAR in the United States,
the CNMV's electronic registry in Spain, the CNBV's STIV-2 platform in Mexico), where they are
publicly available. Where a contract is exempted from the filing requirement — for example,
because disclosure of specific commercial terms would be seriously prejudicial to the issuer's
interests — the AIF still discloses the existence and general nature of the contract, and a
registered investor may request additional information consistent with applicable disclosure
rules through the channel described in [[investor-relations-policy|Investor Relations Policy]].

## Confidential treatment

Certain commercially sensitive terms within an otherwise disclosable contract — pricing
formulas, specific counterparty concessions — may qualify for confidential treatment under
applicable securities law, permitting redaction of those specific terms from the publicly filed
version while the balance of the contract remains available. Confidential treatment is granted
by the applicable regulator, not determined unilaterally by the issuer, and applies to specific
terms rather than to the existence of the contract itself.

## See also

- [[governance-documents|Corporate Governance Documents]] — the board and committee instruments that oversee material contract review
- [[investor-relations-policy|Investor Relations Policy]] — how investors direct inquiries about disclosed contracts
- [[legal-proceedings|Legal Proceedings]] — the parallel AIF disclosure item for pending litigation