MANAGED SERVICES AGREEMENT ProperPay This is a Managed Services Agreement (“Agreement”) dated as of ______________ (the “Effective Date”) by and between ________________________ (“Client”), a ___________ corporation having a place of business at -____________________________________, and CGI Federal Inc. (“CGI”), a Delaware corporation having its principal place of business at 12601 Fair Lakes Circle, Fairfax, Virginia, 22030. This Agreement provides the general terms and conditions under which CGI will provide Client with access to its ProperPay software application hosted in Microsoft’s Azure cloud (“CGI Software”). This Agreement is a sample agreement in connection with providing Client with view only access to a product demonstration, (“Demo Software”), and CGI may change the terms in this Agreement at any time, without notice, prior to negotiation and execution of a Managed Service Agreement which meets Client’s particular needs. I. DEFINITIONS Capitalized terms used in the Contract Documents will have the meanings given below or in the context in which the term is used, as the case may be. A. “Affiliate” of a party means any person or entity that directly or indirectly controls, is controlled by or is under common control with, the party. As used in this definition, “control” means actual or equitable ownership of a majority of the voting securities of an entity (or other securities, partnership interests or means of electing or directing the management of the entity). B. “CGI System” means the System, as defined below, and Third Party software to the extent that access to the Third Party Software is provided to CGI by or on behalf of Client. C. “Change Order” means a written amendment to a Statement of Work that is prepared and signed by authorized representatives of both parties. D. “Confidential Information” means proprietary, confidential, or trade secret information disclosed under this Agreement, as more fully defined in Section 7. E. “Content” means any information, data, or any other materials placed by Client and/or by CGI on the Client’s behalf onto the System or otherwise made available to CGI via the System. F. “Contract Documents” mean this Agreement (including its attached Exhibits) and Statements of Work issued under this Agreement, as well as any amendments and Change Orders. G. “Demo Software” shall mean a demonstration version of the CGI Software. For purposes of clarity, “Demo Software” is also “CGI Software.” H. “Documentation” shall mean the softcopy or hardcopy documents supporting the functional and technical aspects of the CGI Software as such documents will be provided by CGI under the applicable Statement of Work. Documentation may include such items as user guides, functional reference documents, technical reference documents, on-line help and other documents. I. “Statement of Work” shall mean a written order for any System Services mutually accepted and executed by both parties, which shall be subject to the terms and conditions of this Agreement and which, at a minimum, shall contain a description of the work to be undertaken, applicable fees, service levels and the obligations and responsibilities of each party related to any such System Services. J. “System” means, collectively, all of the components of the infrastructure and computing environment (i.e. CGI or Third Party; facilities, hardware, operating systems, software applications and associated databases, tables, data and documentation and training materials), used by CGI in the performance of providing System Services, including the CGI Software and Microsoft Azure cloud. K. “System Services” means the services to be provided by CGI as set forth under the Demo Software Terms (with respect to the Demo Software) or a Statement of Work (for all CGI Software other than the Demo Software) for hosting, installing and maintaining CGI Software and all related services and tasks. L. "Third Party(ies)" shall mean any natural person or legal entity other than CGI and Client or their respective Affiliates. M. “Third Party Software” means a Third Party propriety software application, including but not limited to any software licensed under an open source license. N. “Updates” means a new version of the System Services, if and when developed after the effective date of the Statement of Work, which CGI makes generally available to its customers. Updates include bug fixes, patches, error corrections, non-new platform changes, or minor modifications or revisions to the System Services that enhance existing performance. Updates exclude Upgrades and new products, modules or functionality for which CGI generally charges a separate fee. O. “Upgrades” means a new release that may contain (i) new applications; (ii) major functionality enhancements or improvements; and/or (iii) a new platform, which CGI designates as an Upgrade and for which CGI charges a separate license fee or, at CGI’s election, new modules or products, or major releases that include significant feature enhancements or significant architectural modifications for which CGI charges an incremental upgrade. II. SCOPE A. Services. This Agreement provides the general terms and conditions on which CGI will provide certain System Services as further described defined in individual Statements of Work attached hereto and incorporated herein. Notwithstanding the foregoing, the Demo Software Terms will describe the general terms and conditions on which CGI will provide the System Services for the Demo Software. Subject to the terms of this Agreement, CGI hereby grants Client a non-exclusive, non-transferable right to use and access via the Internet the System Services and associated Documentation during the term of this Agreement, solely for Client’s own use and internal business purposes. B. Support, Upgrades and Updates. Updates to the Demo Software are provided when and if available, and CGI is under no obligation to develop any future programs or functionality. Client may purchase Upgrades or new products from CGI, subject to additional fees, but CGI has no obligation to provide any Upgrades or new products to Client under this Agreement. C. Authorization to Perform System Services. Except in connection with the Demo Software which will be provided pursuant only these terms hereto, each instance in which CGI will perform System Services for Client will be authorized by execution of a Statement of Work. Each such Statement of Work will constitute a separate contract between the signing parties incorporating the terms and conditions of this Agreement by reference. Each Statement of Work will describe the System Services to be provided under it with specificity. It will also identify the “Statement of Work Manager” for each party who will serve as that party’s principal point of contact with the other party for all matters pertaining to that Statement of Work. Each party may change its Statement of Work Manager from time to time upon written notice to the other. In the event a conflict exists between the terms and conditions of the Agreement and those of any Statement of Work, the terms of the Statement of Work will prevail for that Statement of Work only. D. Affiliates. An Affiliate of Client may order System Services from CGI, and an Affiliate of CGI may act as the provider of System Services for Client or its Affiliate(s) under a Statement of Work. If an Affiliate of Client executes a Statement of Work, then for the purposes of that Statement of Work the term “Client” as used in this Agreement and the Statement of Work will be interpreted as a reference to Client’s Affiliate, rather than to Client itself. If an Affiliate of CGI executes a Statement of Work, then for the purposes of that Statement of Work the term “CGI” as used in this Agreement and the Statement of Work will be interpreted as a reference to the CGI Affiliate, rather than to CGI itself. III. PERFORMANCE OF THE SYSTEM SERVICES A. General. Except in connection with the Demo Software which will be provided pursuant to these terms hereto, CGI will perform and provide to Client the System Services described in each Statement of Work issued under this Agreement in accordance with the provisions of such Statement of Work. Unless and except to the extent the applicable Statement of Work expressly provides otherwise, Client shall use the System Services only for Client’s internal business purposes, not for resale or otherwise for the benefit of third parties. B. Use of Third Party Suppliers. Client acknowledges that CGI obtains products and services used in providing the System Services from, and otherwise delegate obligations hereunder to, it Affiliates or other Third Party suppliers. Unless specifically indicated otherwise, CGI shall nevertheless be responsible to Client for performance of the System Services based on the use of such Affiliates or Third Party suppliers. C. Right to Make Changes to the System. CGI may make any changes in the System used in performing the System Services that CGI determines in its sole discretion to be necessary or appropriate, including changes in facilities, computer hardware, systems and/or applications software, programming languages, data communications, and location of systems and service equipment. CGI will provide prior notice (or, in the event of an emergency, prompt notice after the occurrence of such emergency) if CGI believes such changes have a reasonable likelihood of materially and adversely affecting Client’s use of the System. D. Changes to Statements of Work. Either party may propose changes to a Statement of Work. Requests for changes will be submitted to the other party in writing for consideration of feasibility and the likely effect on the cost and performance of the System Services. Proposed changes will not become effective unless set out in a written Change Order executed by both parties. IV. COMPENSATION A. System Services Fees. Each Statement of Work will state the prices and method of invoicing for the System Services to be provided under it. B. Invoices. Unless otherwise set forth in a Statement of Work, Client will be billed monthly in arrears for the provision of System Services for monthly recurring charges. For non-recurring charges, CGI will submit invoices to Client for System Services and Reimbursable Expenses monthly in arrears or as otherwise provided in the applicable Statement of Work. Invoices for any other amounts due hereunder will be submitted to Client as the amounts come due. CGI will submit invoices to the address specified in the Statement of Work. Each invoice will identify the Statement of Work to which it relates. C. Reimbursable Expenses. “Reimbursable Expenses” mean: (i) incidental expenses reasonably incurred by CGI in performing its obligations under the Contract Documents, including courier, document duplication, postage, long-distance telephone charges, travel and living expenses, and (ii) charges for any non-routine supplies and equipment called for in the Statement of Work or approved by Client. D. Taxes. Client agrees to pay directly or reimburse CGI for any taxes and other governmental charges or assessments arising out of the Contract Documents or CGI’s performance under the Contract Documents, excluding taxes on CGI’ net income and all employer reporting and payment obligations with respect to its personnel. E. Payment Terms. All fees and expenses are to be paid to CGI in United States Dollars by wire transfer of funds to the following account: [To Be Completed by CGI Federal at Time of Transaction] F. CGI’s invoices are due and payable by Client in full within thirty (30) days from the date of the invoice. If Client fails to pay any invoiced amount that is not the subject of a good faith dispute when due, CGI may charge interest on the overdue amount at a rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by law if less. Interest will begin to accrue on the first day after the payment due date and will accumulate on the outstanding balance on a daily basis until paid in full. G. Disputed Charges. Client may withhold payment of amounts it does not agree in good faith are due CGI provided that (i) Client notifies CGI in writing what amounts it disputes and the reasons for doing so (which notice must be received by CGI prior to the payment due date for those amounts), (ii) Client timely pays all other amounts specified on the invoice, (iii) Client works in good faith with CGI to resolve the dispute in a prompt and mutually acceptable manner, and (iv) Client pays any amounts ultimately determined to be due CGI within five (5) days after the dispute is resolved. If a disputed amount is not resolved within thirty (30) days after the original payment due date, the parties will resolve such dispute as provided in Section XI. Client’s right to dispute invoices will be waived unless the invoiced amounts are either paid or disputed in writing as provided in this Section. H. Records. Records will be maintained for at least the immediately preceding two (2) years from any point in time during the term of this Agreement. V. CERTAIN CLIENT RESPONSIBILITIES A. Client Data and Information. Whenever CGI’s performance of the System Services is dependent upon Client's furnishing CGI with Client interfaces, connectivity, data, documents, information, materials or approvals as set forth in the applicable Statement of Work Client shall furnish such items in a timely fashion in a reasonable format specified by CGI, or such other format as mutually agreed by the parties in writing. Client is responsible for ensuring that all physical media that Client furnishes to CGI meet the specifications of the manufacturer of the equipment with which such media are to operate and any other specifications that CGI may reasonably establish. Client is also responsible for the adequacy and accuracy of all Content, data and information that Client furnishes to CGI and the results obtained therefrom. Client warrants that any Client-provided data, information, Content, specifications or requirements around which System Services are configured will comply with applicable federal, state and local laws and regulations. Client warrants that it has acquired all necessary licenses and consents from Third Party vendors for those Client-provided items required for CGI to perform System Services hereunder. B. Access to and Use of System. Client agrees that use of the System and System Services to which access is given shall be (i) in compliance with the terms of (1) the Contract Documents; (2) applicable federal, state and local laws and regulations; (3) communications common carrier tariffs; and (3) Microsoft’s Product Terms related to Azure located at: and Microsoft’s Online Services Terms related to Azure located at (ii) solely for Client’s own internal use in receiving the System Services, unless otherwise permitted under the Statement of Work, and (iii) for proper business purposes. Client will not disclose, download, decompile or re-engineer any System provided by CGI or its licensors and used in the performance of System Services. As part of CGI’s security measures, it may assign to Client one or more user or identification codes and associated passwords that will enable Client and its authorized users to access the System. Client: (i) will not permit persons who are not authorized users to access the System or System Services; (ii) agrees to maintain the security of its user or identification codes and associated passwords and (iii) agrees to be responsible for their proper use by its employees and, where permitted in writing by CGI, its contractors “Permitted Contractors”. Client agrees to comply with any rules of operation and security procedures established by CGI for access to and use of the System. Client agrees that neither it nor its employees or Permitted Contractors will attempt to gain or allow access to any data, files or programs of CGI to which they are not entitled under the Contract Documents, and that if such access is obtained, Client will immediately report such access to CGI, cease all unauthorized access, return all CGI or Third Party information obtained as a result of such unauthorized access, and safeguard any CGI or Third Party information obtained as a result of unauthorized access to CGI Confidential Information. Client will be responsible for the actions of its employees, Affiliates, and Permitted Contractors in connection with their access to and use or misuse of the System. C. Content. Client warrants that (i) the Content does not and will not contain unlawful, discriminatory, libelous, harmful, obscene or otherwise objectionable material of any kind and does not and will not violate any right of privacy or publicity, (ii) the Content transmitted during the term of this Agreement and the use of the System pursuant to the Contract Documents will not encourage conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international laws, codes, ordinances or regulations, and (iii) Client shall not attempt to gain unauthorized access to other computer systems, any application/service for which Client has not paid fees to use, or data and information belonging to others that is also hosted on the System. Client warrants that it will not propagate computer worms, disabling codes or viruses or use the System to make unauthorized entry into any other computer or machine. D. Compliance with Laws. Client shall be solely responsible for ensuring that its access and use of the System Services will comply with all laws, rules, and regulations and decisions imposed by any jurisdiction in which the System Services are received or used. Each party will comply with the Health Insurance Portability and Accountability Act of 1996 (including any updates or amendments thereto) and the regulations promulgated thereunder (collectively “HIPAA”), subject to the provisions of the Business Associates Addendum previously entered into by the parties, if applicable. VI. PROPRIETARY RIGHTS A. CGI Ownership. CGI (or its licensors or suppliers, as the case may be) will retain ownership of all components of the CGI System and all intellectual property rights in and to the CGI System, and to all other proprietary rights, materials, Documentation, work products or assets that are employed or developed in providing the System Services, including any successors, updates, extensions, derivatives, translations or enhancements of any of the foregoing (in whole or in part, collectively referred to as the “CGI Materials”). Client will not copy or use any CGI Materials in any way that is not authorized by the Contract Documents, unless otherwise agreed in advance by CGI in writing. Any permitted copies of the CGI Materials (including derivative works to the extent they incorporate or are based on any CGI Materials) made by or for Client are and will remain the property of CGI (or its licensors). Client will reproduce and include on any permitted copies of the CGI Materials all copyright or other proprietary rights notices or legends that appear on or are otherwise included in the CGI Materials. B. Client Ownership. Client shall retain title to and all ownership rights in data or content owned or controlled by Client, including, but not limited to, Client Confidential Information (defined in Section 7.A(1) , multimedia or images (graphics, audio and video), text and the like provided by Client to CGI in connection with the System Services pursuant to this Agreement and any Statement of Work. C. Grant of Limited License to CGI. Client hereby grants to CGI during the term of the applicable Statement of Work a nonexclusive, nontransferable, limited right and license to access, display, reproduce, process and otherwise use the Content or any other information or data furnished to CGI by or on behalf of Client in connection with performing the System Services for Client under this Agreement and as specified in Section 7.F of this Agreement. As between CGI and Client, Client will retain ownership of all such Client materials and Content. D. Reservation of Rights. CGI will not be prevented from using in its business any general ideas, concepts, expressions, know-how, skills and experience possessed by it prior to, or developed or learned by it in the course of performing the System Services. 7. NONDISCLOSURE E. “Confidential Information”. “Confidential Information” means non-public information belonging to or in the possession of a party that is confidential or a trade secret and is furnished or disclosed to the other party under the Contract Documents (including information exchanged in contemplation of entering into the Contract Documents): (i) in tangible form and marked or designated in writing in a manner to indicate it is confidential or a trade secret; or (ii) in intangible form and that either is of a nature that a reasonable person would understand to be confidential or a trade secret or is identified as confidential or a trade secret in a writing provided to the receiving party within thirty (30) business days after disclosure. Confidential Information also includes the Contract Documents whether or not marked as such. CGI Confidential Information may include the following: CGI Materials, CGI Software, CGI System; the System, computer programs used in providing the System Services, financial or business information of CGI. CGI Confidential Information will remain the property of CGI, and Client will not be deemed by virtue of this Agreement or any access to the CGI Confidential Information to have acquired any right, title or interest in or to the CGI Confidential Information. F. Exclusions. “Confidential Information” does not include any information that, as evidenced by written documentation: (i) is already known to the receiving party without restrictions at the time of its disclosure by the furnishing party; (ii) after its disclosure by the furnishing party, is made known to the receiving party without restrictions by a Third Party having the right to do so; (iii) is or becomes publicly known without violation of the Contract Documents; (iv) is independently developed by the receiving party without reference to the furnishing party’s Confidential Information; or (v) is required to be disclosed under applicable securities, tax or other regulations. G. Standard of Care. “Confidential Information” will remain the property of the furnishing party, and the receiving party will not be deemed by virtue of the Contract Documents or any access to the furnishing party’s Confidential Information to have acquired any right, title or interest in or to the Confidential Information. The receiving party agrees: (i) to hold the furnishing party’s Confidential Information in strict confidence, affording the furnishing party’s Confidential Information at least the same level of protection against unauthorized disclosure or use as the receiving party normally uses to protect its own information of a similar character, but in no event less than reasonable care; (ii) to limit disclosure of the furnishing party’s Confidential Information to personnel having a need to know the information for the purposes of the Contract Documents; (iii) not to disclose any such Confidential Information to any Third Party; (iv) to use the furnishing party’s Confidential Information solely and exclusively in accordance with the terms of the Contract Documents in order to carry out its obligations and exercise its rights under the Contract Documents; (v) not to sell, rent, lease, transfer, encumber, pledge, reproduce, transmit, modify, reverse engineer, compile, disassemble or otherwise use any Confidential Information of the disclosing party, in whole or in part, and (vi) to notify the furnishing party promptly of any unauthorized use or disclosure of the furnishing party’s Confidential Information and cooperate with and assist the furnishing party in every reasonable way to stop or minimize such unauthorized use or disclosure. Client agrees that they and their third parties will have processes in place to restrict the sharing of Client Confidential Information and that such Confidential Information will not be sent to CGI for non-production and low level purposes. H. Compelled Disclosure. If the receiving party receives a subpoena or other valid administrative or judicial notice requesting the disclosure of the furnishing party’s Confidential Information, the receiving party will, to the extent permitted by applicable law, promptly notify the furnishing party. If requested, the receiving party will provide reasonable cooperation to the furnishing party in resisting or limiting the disclosure at the furnishing party’s expense. Subject to its obligations stated in the preceding sentence, the receiving party may comply with any binding subpoena or other process to the extent required by law, but will in doing so make every effort to secure confidential treatment of any materials disclosed. I. Return or Destruction. Upon termination or expiration of this Agreement, the receiving party, at the furnishing party’s option, will return or certify as destroyed all Confidential Information of the furnishing party that the receiving party does not possess under a valid license; provided that CGI may retain one (1) copy of all of its work products (including working papers) produced under the Contract Documents for archival purposes. J. Client Data. Notwithstanding anything to the contrary in this Agreement, CGI may use Content and Client data to draw aggregate conclusions on the Content or Client data for the purpose of collecting and analyzing aggregated data. CGI may use and permit the use of the aggregated data for any commercial purpose that is consistent with applicable law. CGI may not use the Content or Client data to collect data with respect to the identity of individuals or in any manner that would violate the provisions of this Agreement and may not permit any Third Party to have access to or use the Content or Client data except as may be otherwise permitted under this Agreement. K. Relief. Each party agrees that if a court of competent jurisdiction determines that the receiving party has breached, or attempted or threatened to breach, any of its confidentiality obligations to the furnishing party or the furnishing party’s proprietary rights, money damages will not provide an adequate remedy. Accordingly, the furnishing party will be entitled to seek appropriate injunctive relief and other measures restraining further attempted or threatened breaches of such obligations. VII. LIMITED WARRANTY AND REMEDY FOR BREACH OF WARRANTY A. Client Warranty. Client represents and warrants that: (i) it has full corporate authority to enter into this Agreement; (ii) it has the right to allow CGI to access, use and transfer any and all information and data, including Personal Information (as defined below), and Content or other Client data provided by Client in connection with access to the System Services; and (iii) it will use any data or information, including Personal Information, that is provided by CGI or that it collects or maintains through its use of the System Services in compliance with all applicable laws. “Personal Information” will have the meaning of such term or like terms set forth in any applicable privacy laws that describes, covers or defines data that identifies or can be used to identify individuals. B. Service Level Warranty. CGI warrants that the System Services will be performed in a manner that meets or exceeds the applicable service levels (if any) set forth in a Service Level Agreement included as part of a Statement of Work (the “Service Levels”). If CGI fails to meet the defined Service Levels, CGI’s sole obligation and Client’s exclusive remedy shall be as set forth in the Service Level Agreement. D. Exclusions. CGI is not responsible for any claimed breaches of the foregoing warranties caused by: (i) modifications made to the System or work products by anyone other than CGI and its subcontractors working at CGI’s direction; (ii) the combination, operation or use of the item with other items CGI did not supply; (iii) Client’s failure to use any new or corrected versions of the item made available by CGI; (iv) Client’s misuse of the System Services or work product; (v) CGI’s adherence to Client’s specifications or instructions; (vi) any Force Majeure Event; or (v) errors caused by or related to Internet connections. E. Disclaimer. CGI DOES NOT GUARANTEE THE ACCURACY OF ANY ADVICE, REPORT, DATA OR OTHER PRODUCT DELIVERED TO CLIENT THAT IS PRODUCED WITH OR FROM DATA OR SOFTWARE PROVIDED BY CLIENT. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, NON-INFRINGEMENT, PERFORMANCE AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. CGI DOES NOT WARRANT THAT THE SYSTEM SERVICES OR ACCESS TO THE SYSTEM WILL BE UNINTERRUPTED OR THAT THE RESULTS OF THE SYSTEM SERVICES WILL BE ERROR-FREE. VIII. INDEMNIFICATION A. Personal Injury and Property Damage. If, as a result of one party’s (the “negligent party”) negligence, the other party (the “injured party”) or its employees suffer personal injury or damage to tangible property, the negligent party will reimburse the injured party for that portion of any claims the injured party pays for which the negligent party is legally responsible. B. Infringement. CGI will indemnify, defend and hold harmless Client and its Affiliates and its and their officers, directors, employees and agents from agents harmless from and against any and all damages, penalties, costs and expenses (including reasonable attorney’s fees and expenses) from any third party claim, demand, suit or action (each a “Claim”) alleging that Client’s authorized use of the System Services infringes the intellectual property rights of a third party (except to the extent due to Content or other specific materials that Client or Client employees use or upload into the System Services). The foregoing indemnity will not apply to Claims arising from: (i) Client’s use of the System Services other than in accordance with the terms of this Agreement; (ii) the combination of the System Services with products or services not provided by CGI; (iii) the modification of the System Services by any person other than CGI; (iv) continued use of the System Services after Client receives notice of a claim of infringement, misappropriation or instructions to discontinue use of the System Services; (v) use of the System Services in any manner other than as set forth in the Documentation; or (vi) Third Party software. C. Client Business Risks. Without limiting CGI’s liability to Client for non-performance under the Contract Documents, each of the parties acknowledges and agrees that by entering into and performing its obligations under the Contract Documents, CGI will not assume and should not be exposed to the business and operational risks associated with Client’s business. Therefore, except for claims covered by Section VIII.A or 9.B for which CGI is legally responsible, Client shall defend, indemnify, and hold CGI and its Affiliates and its and their officers, directors, employees and agents harmless from and against any and all damages, penalties, costs and expenses (including reasonable attorney’s fees and expenses) incurred by such party in connection with any Claim (a) with respect to or attributable to any business or operational risks of Client, or due to the technical infrastructure and/or technical problems with any Client-provided software or equipment used to process such transactions other than the System or (b) arising out of Client’s breach of Sections 5.C and 5.D, or use of the System Services other than in accordance with the terms of this Agreement or (c) alleging that any Content or other data or information provided by or on behalf of Client infringes such party’s copyrights, patents or trade secrets or other intellectual property rights. D. Indemnification Procedures. A party’s indemnification obligations specified in this Agreement are subject to the indemnified party promptly notifying the indemnifying party in writing of the claim or action, providing the indemnifying party a copy of all materials in the indemnified party’s possession or control pertaining to the claim or action, cooperating with the indemnifying party in defending or settling the claim or action, and allowing the indemnifying party to control the defense and settlement of the claim or action, including the selection of attorneys; provided, however, that a failure of the indemnified party to fulfill such conditions shall excuse the indemnifying party of its obligations only to the extent such failure materially prejudices the indemnifying party in its efforts to defend or settle the claim. The indemnifying party will promptly assume the defense of the claim or action at its own expense, and will pay all costs associated with the defense, including reasonable legal fees and expenses, and the amount of any settlement reached or final judgment awarded against the indemnified party. The indemnified party may observe the proceeding and confer with the indemnifying party at its own expense, and will have the right to approve any settlement agreement purporting to bind the indemnified party, provided, however, that such approval will not be unreasonably withheld. IX. TERM AND TERMINATION A. Term. This Agreement will commence on the Effective Date and will continue until the expiration or termination of all Statements of Work issued under this Agreement. B. Termination for Cause. If a party believes that the other party has failed to perform a material obligation under this Agreement or a Statement of Work (a “Breach”), then that party may provide written notice directed to the breaching party describing the alleged Breach in reasonable detail and containing a reference to this Section 10.B. If the breaching party does not, within thirty (30) days after receiving notice of the Breach, either (i) cure the Breach or (ii) if the Breach is not one that can reasonably be cured within thirty (30) days, develop a plan to cure the Breach and diligently proceed according to the plan until the Breach has been cured, then the non breaching party may terminate the Agreement or the affected Statement of Work for cause by providing separate written notice of termination to the breaching party. Prior to termination of the Agreement or a Statement of Work for cause, the party receiving the initial notice under this paragraph will be afforded an opportunity to meet with a senior management representative of the non breaching party to explain its position. C. Payment upon Termination. Client is responsible for paying CGI all amounts owed under any terminated Statement of Work (or under all Statements of Work if the Agreement is terminated) for System Services properly performed prior to the effective date of termination. In the event of termination of an individual Statement of Work for Client’s Breach of its obligations under such Statement of Work for System Services, Client shall be responsible for paying any fees for the remainder of the original term of such Statement of Work, and as further provided in such Statement of Work. D. Survival. Any provision of the Contract Documents that imposes or contemplates continuing obligations on a party will survive the expiration or termination of the Contract Document in which it is contained. Unless the Agreement is terminated in its entirety, the termination of any particular Statement of Work will not affect the parties’ respective rights, duties and obligations under any other Statement of Work then in effect. X. LIMITATION OF LIABILITY AND REMEDIES A. Errors in Processed Data. Client shall be solely responsible for reviewing the accuracy of any processing output provided by CGI or the System Services prior to making use of such output, including responsibility for output reports. If any such results are inaccurate due solely to the fault of CGI, CGI’s sole obligation shall be to reprocess the affected data at no additional charge to Client. If any such results are inaccurate due to the fault of Client, Client shall provide corrected data and CGI shall be paid by Client on a time and materials basis to reprocess the corrected data. CGI shall not be responsible or liable in any other manner for any such results (whether foreseen or unforeseen). If Client has not notified CGI in writing of any claimed errors in such results within ten (10) days after receiving them, such results shall be deemed to have been accepted by Client. A. Liability Limits. Except with respect to: (i) Client’s obligations to make payments to CGI under this Agreement, (ii) either party’s breach of its confidentiality obligations hereunder; (iii) either party’s indemnification obligations; or (iv) as otherwise expressly provided in a Statement of Work (collectively the “Excluded Liability Categories”); each party’s cumulative liability for damages for all claim(s) arising out of or relating in any way to any of the System Services (including without limitation, for breach of contract, breach of warranty, for its indemnification obligations, negligence or other tort claim) shall not exceed, in the aggregate, six (6) times the average monthly payment made to CGI under the applicable Statement of Work. B. No Liability for Certain Damages. Except in connection with the Excluded Liability Categories, in no event shall either party be liable to the other, whether liability arises in contract, tort or otherwise, for any consequential, incidental, indirect, special, exemplary, multiple or punitive damages, regardless of whether it has been advised of the possibility of such damages, including but not limited to loss of revenue or profits, failure to realize expected savings, or any damages claimed by a Third Party. C. Acknowledgment. Each party acknowledges and agrees that the limitations of liability set forth in this Section X are reasonable, that the pricing set forth in the Contract Documents reflects this allocation of risk, and that the parties would not have entered into the Contract Documents in the absence of such limitations of liability. The limitations of liability set forth in this Section X will survive notwithstanding the failure of any exclusive remedy under the Contract Documents. D. Savings Clause. The parties agree that the foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law. XI. LAW AND DISPUTES A. Governing Law. The Contract Documents will be governed by the laws of the Commonwealth of Virginia, without regard to any provision of Virginia law that would require or permit the application of the substantive law of any other jurisdiction. B. Export Control. Both CGI and Client agree to comply fully with all relevant export laws and regulations of the United States to ensure that no information or technical data provided pursuant to the Contract Documents is exported or re-exported directly or indirectly in violation of law. C. Informal Dispute Resolution. At the written request of either party, the parties will attempt to resolve any dispute arising under or relating to the Contract Documents through the informal means described in this Section 12.C. Each party will appoint a senior management representative who does not devote substantially all of his or her time to performance under the Contract Documents. The representatives will furnish to each other all non-privileged information with respect to the dispute that the parties believe to be appropriate and germane. The representatives will negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. Formal proceedings for the resolution of the dispute may not be commenced until the earlier of: (i) the designated representatives conclude that resolution through continued negotiation does not appear likely; or (ii) thirty (30) calendar days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for interim or equitable relief. D. Arbitration. Any question or dispute arising out of or relating to the Contract Documents which cannot be settled in accordance with the escalation process defined in Section 12.C. will be settled by arbitration in accordance with the American Arbitration Association’s Commercial Arbitration Rules and the Supplementary Procedures for Large, Complex Disputes, and judgment on the award may be entered in any court having jurisdiction. The seat of the arbitration will be Washington D.C. The arbitrators will have no authority to award any damages that are excluded by the terms and conditions of the Contract Documents. Either party will have the right to apply at any time to a judicial authority for appropriate injunctive or other interim or provisional relief, and will not by doing so be deemed to have breached its agreement to arbitrate or to have affected the powers reserved to the arbitrators. E. Limitation of Actions. No proceeding, regardless of form, arising out of or related to the Contract Documents may be brought by either party more than two (2) years after the accrual of the cause of action, except that (i) proceedings related to violation of a party’s proprietary rights or any duty to protect Confidential Information may be brought at any time within the applicable statute of limitations, and (ii) proceedings for non-payment may be brought up to two (2) years after the date the last payment was due. XII. GENERAL A. Nonexclusive Agreement. This Agreement does not grant to CGI any exclusive rights to do business with Client. Client may contract with other suppliers for the procurement of comparable services. Likewise, nothing in the Contract Documents will prevent CGI from marketing, developing, using and performing for others services similar to or competitive with the System Services furnished to Client. B. Notices. Any legal notice or other communication required or permitted to be made or given by either party pursuant to the Contract Documents will be in writing, in English, and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine and a copy of the notice is promptly sent by another means specified in this Section; or (iii) when delivered if delivered personally or sent by express courier service. All notices will be sent to the other party at its address as set forth below or at such other address as the party may specify in a notice given in accordance with this Section. In the case of Client: with a copy of legal notices to: __________________________ __________________________ __________________________ Attn: _____________________ Fax: ______________ ___________________________ ___________________________ ___________________________ Attn: ______________________ Fax: _______________ In the case of CGI: with a copy of legal notices to: CGI Federal Inc. ____________________________ ____________________________ Attn: _______________________ Fax: _________________ CGI Federal Inc. 12601 Fair Lakes Circle Fairfax, VA 22030 Attn: Office of General Counsel Fax: (703) 227-XXXX C. Force Majeure. 1. Each party will be excused from default or delay in the performance of its obligations hereunder if and to the extent that such default or delay is caused by a Force Majeure Event, as defined in Section 13.C.3 below. In the event that either party anticipates a Force Majeure Event arising, it will promptly notify the other party 2. Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from performance for as long as such circumstances prevail and will, as soon as practicable, notify the other by telephone (to be confirmed promptly in writing) of any actual or anticipated delay and describe in reasonable detail the circumstances causing the delay, the expected duration and the steps being taken to circumvent or recover from such Force Majeure Event. The non-performing party shall provide frequent updates and otherwise use commercially reasonable efforts to keep the other party fully informed of the status of the recovery efforts 3. “Force Majeure Event” means an event preventing a party from performing its obligations hereunder which is beyond its control and occurring without its fault or negligence, which could not have been mitigated by a reasonable business continuity plan and is limited to the following events: catastrophic acts of God, civil war; acts of war, acts of insurrection and acts of terrorism. D. Reasonable Behavior. Each party will act in good faith in the performance of its respective responsibilities under the Contract Documents and will not unreasonably delay, condition or withhold the giving of any consent, decision or approval that is either requested or reasonably required by the other party in order to perform its responsibilities under the Contract Documents. E. Assignment. Except as otherwise permitted in this Agreement, neither party may assign or otherwise transfer the Contract Documents, or such party’s rights or obligations thereunder, without the prior written consent of the other party, which consent will not be unreasonably withheld. Any purported assignment in violation of the preceding sentence will be void; provided, however, that either party may assign or transfer the Contract Documents and its rights and obligations thereunder, without the prior written consent of the other party, to an Affiliate, successor by merger or to an acquirer of all or substantially all of its business, stock or assets. The Contract Documents will be binding upon the parties’ respective successors and permitted assigns. F. Integration. The Contract Documents constitute the entire agreement between the parties, and supersede all other prior or contemporaneous communications between the parties (whether written or oral), and all other communications relating to the subject matter of the Contract Documents. The Contract Documents may be modified or amended solely in a writing signed by both parties. The parties agree that any pre-printed terms contained in Client’s purchase orders, acknowledgments, shipping instructions or other forms, or in CGI’s invoices, that are inconsistent with or different from the terms of the Contract Documents will be void and of no effect even if signed by the party against which their enforcement is sought. G. Severability. The provisions of the Contract Documents will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of the Contract Documents, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties. H. Publicity. Neither party may use the name of the other in connection with any advertising or publicity materials or activities without the prior written consent of the other party. However, CGI may include Client’s name on CGI’s client list and may describe briefly, and in general terms, the nature of the work performed by CGI for Client. The parties agree that following the initiation of System Services, the parties will work towards developing a mutually agreeable press release and a statement for public use by the parties such as in marketing materials and in their reports to stockholders. I. No Waiver. Except as otherwise permitted in this Agreement, no failure or delay by a party in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If a party waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy the party may have under the Contract Documents. J. Third Party Beneficiaries. There are no intended Third Party beneficiaries of any provision of the Contract Documents. K. Non-solicitation. During the term of the Contract Documents and for twelve (12) months after its expiration or termination, neither party will, either directly or indirectly, solicit for employment or employ (except as permitted below) by itself (or any of its Affiliates) any employee of the other party (or any of its Affiliates) who was involved in the performance of the party’s obligations under the Contract Documents, unless the hiring party obtains the written consent of the other party. The actual damages attributable to a breach of the provisions of this Section 13.K would be difficult to determine and prove. Accordingly, the parties agree that if either party breaches this Section 13.K, the breaching party will promptly pay the non-breaching party liquidated damages in an amount equal to the employee’s annual salary (including bonuses and incentive compensation) prior to the breach, such sum being a reasonable measure of the damages reasonably anticipated by the parties. The foregoing provision will not prohibit a general solicitation of employment in the ordinary course of business or prevent either party from employing any employee who contacts such party as a result of such a general solicitation or at his or her own initiative without any direct or indirect solicitation by or encouragement from such party. L. UCITA. Notwithstanding anything to the contrary, the parties expressly agree that the provisions of the Uniform Computer Information Transactions Act (UCITA) as enacted under Va. Code Ann. §59.1-501.1 et seq., or as set forth in any other Virginia or other statute of any state, or as may be amended or modified, applicable as of the effective date of this Agreement or thereafter, shall not apply to this Agreement. M. Exhibits. The Exhibits referred to in this Agreement and attached hereto are made a part of this Agreement as if fully set out in its text. N. Counterparts. The Contract Documents may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of the Contract Documents made by reliable means shall be considered an original. Each party has caused its authorized representative to execute this Agreement as of the Effective Date. CGI Federal Inc. (CGI) CLIENT NAME (Client) By: By: Name: Name: Title: Title: