PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (the “Agreement”), is between you (“You” or “Customer”) and CGI Information Systems and Management Consultants Inc. and its Affiliates (collectively referred to as “CGI”) from which you are procuring Services (defined below) and, governs your use of the Services purchased through Azure Marketplace (referred to as “Marketplace”) effective as of (enter date) (‘’Effective Date’’).

 

1. INTERPRETATION

1.1 Definitions. As used in this Agreement, the following terms have the following meanings:

(a) “Affiliates”: of a person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such person. For the purposes of this definition, “control” when used with respect to a person means the power to direct the management and policies of the person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;

(b) “Business Day” means, unless expressly provided otherwise under a SOW, a day other than Saturday, Sunday and any day on which the Toronto Stock Exchange is closed;

(c) “Confidential Information” means any and all data or information including specifications, documents, correspondence, research, software, trade secrets, discoveries, know-how, designs, drawings, product information, technical information and all information concerning the operations, affairs and businesses of a Party, the financial affairs of a Party and the relations of a Party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures and marketing plans), and any such information of customers, or affiliates of a Party;

(d) “Deliverables” means any and all documentation, and other tangible work product developed or created specifically for the Customer by or on behalf of CGI in connection with the performance of the Services for Customer and as set forth in an applicable SOW;

(e) “Disclosing Party” means the Party sharing its Confidential Information with the other Party;

(f) “Dispute Resolution Procedure” means the procedure set out in Section 15.2;

(g) “Fees” has the meaning set out in Section 4.1;

(h) “Force Majeure Event” means causes beyond the reasonable control of a Party, including, but not limited to, fire, strike, war, riots, acts of terrorism and/or of a public enemy, acts of any civil or military authority, acts of God, floods, unusually severe weather, pandemic, epidemics or quarantine restrictions, public utility failure or service fluctuation, judicial action and acts and failures to act by governmental authorities;

(i) “Indemnitee” means the Customer Indemnitees which are to be provided with the indemnification pursuant to Section 11;

(j) “IP Claim” has the meaning set out in Section 11.1;

(k) “Losses” means, subject to the limitations set forth in Section 10, all damages, losses, liabilities, fines and expenses finally awarded to the Indemnitee by a court of competent jurisdiction;

(l) “Parties” means the Customer and CGI; and “Party” means any one of them as the context suggests;

(m) “Personal Information” means information which is (i) about an identifiable individual, including information that either Party can associate with, or relate back to, an identifiable individual, however, does not include the name, title or business address or telephone number of an employee of an organization; and (ii) is disclosed or transferred by Customer to CGI pursuant to this Agreement or is otherwise collected or compiled by CGI in the performance of its obligations under this Agreement, or such other definition as prescribed by applicable privacy laws;

(n) “Pre-Existing Materials” shall include without limitation, Word documents, Excel spreadsheets, software, source code, programs, graphics, screens, forms, layouts and other materials owned by a Party hereto, its licensors or subcontractors as at the Effective Date and any further developments, customizations or enhancements made thereto during the Term of this Agreement, or independently developed during the Term and unrelated to the subject matter of this Agreement, including modifications thereto made or provided by or on behalf of that Party (but excluding Deliverables);

(o) “Primary Contact” means an employee or consultant of a Party to serve as their ‘project manager’ or ‘primary services contact’;

(p) “Representative” has the meaning set out in Section 6.1;

(q) “Receiving Party” means the Party receiving Confidential Information of the other Party;

(r) “Required Consents” has the meaning set out in Section 9.3;

(s) “Services” means the services performed by CGI under this Agreement and each Statement of Work as governed by the provisions of this Agreement;

(t) “Statement of Work” or “SOW” means a statement of work issued pursuant to and governed by the provisions of this Agreement;

(u) “SOW Term” has the meaning set out in Section 5.1;

(v) “Term” has the meaning set out in Section 5.1;

(w) ”Third Party Claims” means claims made against Indemnitee (as defined below) by its customers, suppliers or other third parties; and

(x) “Third Party Materials” means third party items such as products or services, hardware, or licenses for third party software.

1.2 Gender, Number. In this Agreement, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.3 Currency. All references to money amounts herein, unless otherwise specified, shall be in the Canadian currency.

1.4 Article and Section Headings. The insertion of headings and the division of this Agreement into Articles and Sections are for convenience of reference only and shall not affect the interpretation hereof.

1.5 Inclusion. Where the word “including” or “includes” is used in this Agreement it means “including (or includes) without limitation”.

1.6 Documents Priority. If there is a conflict or inconsistency between the terms and conditions set forth herein and any of the following documents, then unless expressly provided in a Statement of Work, the following descending order of priority will apply to the extent of such conflict or inconsistency:

The ;

(a) these Agreement terms and conditions, excluding the Statements of Work; and

(b) the applicable Statement of Work.

 

2. SCOPE OF SERVICES.

2.1 Services. The Customer agrees to procure and CGI agrees to provide the Services as set out in the SOW for the fees and on the terms and conditions contained herein and in the SOW.

2.2 Primary Contact. As required, each Party shall designate a Primary Contact, and such representative shall be identified in the SOW (or if unidentified in the SOW, each Party’s respective notice recipient as set out in Section 15 shall be deemed, in the interim, as the Primary Contact). The Customer’s Primary Contact shall be empowered to act as Customer's authorized representative for coordination of CGI's Services under this Agreement and to respond to CGI's questions and requests. CGI’s Primary Contact shall be responsible for managing the Services provided to Customer and escalating disputes in accordance with the Dispute Resolution Procedures set forth under this Agreement. Either Party may replace its Primary Contact upon written notice to the other.

 

3. CUSTOMER RESPONSIBILITIES.

3.1 In addition to any Customer responsibilities in respect of the Services set out in a SOW, Customer shall, without charge, provide CGI with all information, facilities, equipment or other resources reasonably required by CGI to perform the Services including, without limitation, information as to Customer's data, data definitions, programs, files, general and specific business requirements, documentation requirements and operating procedures.

3.2 Wherever Customer’s approval is required in a SOW, such approval shall not be unreasonably withheld or delayed (further, a SOW may provide for deemed approval to proceed, where Customer fails to provide such approval within a reasonable period of time). In addition to other rights and remedies CGI may have, in the event of any failure or delay in the performance by Customer of a responsibility or obligation to be performed by it hereunder or in a SOW , including delays in providing information, access, approvals or assistance, CGI is not responsible for any resulting failure or delay in providing the Services, and Customer will reimburse CGI for any additional services to be performed or costs incurred by CGI as a result of such failure or delay.

 

4. PRICING AND PAYMENT

4.1 Fees. Customer will pay to CGI the following amounts (collectively the “Fees”): (a) in consideration for the performance by CGI of the Services and CGI’s obligations under each Statement of Work; (b) all applicable taxes, duties or charges levied by a governmental body or agency, however designated, which may now or hereafter be imposed on any Services provided by CGI pursuant to this Agreement, excluding taxes measured by CGI`s income. In the event that CGI is required at any time to pay any such tax, Customer will promptly reimburse CGI therefore, and (c) in each case in accordance with the payment terms set out in the Statement of Work. Customer acknowledges and agrees that Microsoft Canada (‘’Microsoft’’) will issue an invoice to Customer for payment of the Services under this Agreement and, agrees that payment will be made by Customer to Microsoft as an intermediary, who has agreed to remit said payment to CGI. In the event that CGI does not receive payment from Microsoft within the agreed-upon time frame, CGI reserves the right to invoice Customer directly for any outstanding amounts and request immediate payment. Customer agrees that if payment is not received from either Microsoft or the Customer, CGI may suspend all Services under the Agreement until payment has been received, without otherwise affecting any other rights or remedies CGI may be entitled to under the Agreement. Notwithstanding any communication or agreement between Microsoft and the Customer, no rights or remedies of CGI under the Agreement, will be waived except through a further written agreement executed between Customer and CGI.

 

5. TERM; TERMINATION.

5.1 Term.

1. Agreement Term. This Agreement is effective as of the Effective Date and will continue until its termination as set forth or permitted herein (the “Term”).
2. SOW Term. Each Statement of Work will set out the term of the Statement of Work (“SOW Term”). If any SOW Term extends past the termination or expiry of the Term, then such Statement of Work, including the terms and conditions of this Agreement deemed incorporated into such Statement of Work, will survive the termination or expiry of the Term. For greater certainty, no new Statement of Work under this Agreement may be entered into between the Parties after the termination or expiry of the Term.

5.2 Termination for Cause. In addition to any other rights of termination agreed and specified in a SOW, either Party may terminate this Agreement or an applicable SOW in the event that the other Party is in material breach of its obligations hereunder and such breach is not cured within thirty (30) days (or such longer period as is reasonably required and agreed to by the Parties) of the defaulting Party's receipt of written notice of such default.

5.3 Bankruptcy. CGI and the Customer reserve the right to terminate the Agreement if the other Party ceases to operate in the normal course of its business; the other Party seeks protection under bankruptcy laws, becomes insolvent or bankrupt, makes an assignment for the benefit of creditors, proceedings are instituted by or against the other Party seeking relief, reorganization or rearrangement under any laws relative to insolvency, and, in the case of a proceeding instituted against the Party, such proceeding has not been dismissed or stayed within 30 days; a receiver, liquidator or trustee is appointed in respect of any property or assets of the other Party and such appointment has not been terminated within 30 days.

5.4 Termination for Convenience. CGI may terminate this Agreement at any time, for any reason or no reason, upon 30 days’ written notice. Termination for convenience does not entitle Customer to any form of compensation. Notwithstanding the foregoing, CGI may also terminate this Agreement anytime upon termination of its agreement with Microsoft.

5.5 Renunciation of Unilateral Termination
Customer expressly waives any legal provisions allowing Customer to unilaterally terminate this Agreement. Consequently, this Agreement cannot be unilaterally terminated by the Customer, except in accordance with the provisions contained herein.

 

6. CONFIDENTIALITY.

6.1 A Party may, from time to time, acting as the Disclosing Party, disclose its Confidential Information to the other Party, acting as the Receiving Party, relating to the Disclosing Party’s business and affairs. Such Confidential Information will be clearly designated in writing as confidential, or if intangible or verbally disclosed, identified as being confidential promptly thereafter. Notwithstanding the foregoing, any unmarked information disclosed by the Disclosing Party shall be deemed to be “Confidential Information” hereunder, provided it is reasonable for the Receiving Party, taking into account the circumstances surrounding the disclosure or the nature of the information itself, to assume that such information is confidential. The Receiving Party will not disclose Confidential Information of the Disclosing Party to any third party, other than to its employees and subcontractors (each a “Representative”), without the express written consent of the Disclosing Party, nor make use of the Disclosing Party’s Confidential Information other than in the performance of this Agreement; any third parties to whom Confidential Information is disclosed as authorized hereunder must first execute an agreement containing provisions substantially similar to those set out in this Section. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its Representatives on a “need to know basis”, provided that such employee agrees to maintain the confidentiality thereof in accordance substantially with the terms of this Section. The Receiving Party will use at least the same degree of care to avoid disclosure of the Disclosing Party’s Confidential Information as it uses with respect to its own Confidential Information, but no less than reasonable care. Notwithstanding the foregoing, "Confidential Information" shall not include information that (i) is within the public domain through no fault of the Receiving Party; (ii) is made available to the Receiving Party from a third party without a similar obligation of confidentiality; (iii) is already known to the Receiving Party; (iv) is independently developed by the Receiving Party; or (v) is required by law or court order to be disclosed. Following the termination of this Agreement for any reason, the Receiving Party agrees, at the Disclosing Party’s option, to return or destroy the Disclosing Party’s Confidential Information and copies thereof which it or its Representatives may have in his or their possession. The foregoing obligations of confidentiality and restricted use will survive for a period of five (5) years from the date of disclosure or the end termination of this Agreement, except in the event of disclosure of trade secrets or personal identifiable information, then the Receiving Party’s confidentiality obligations continue in perpetuity.

6.2 No Publicity. Neither Party will publish or release any advertising, sales promotion, press release, or publicity matter without prior written approval of the other Party.

 

7. OWNERSHIP RIGHTS.

7.1 Deliverables. Except as provided otherwise herein, all rights, title and interest in and to the Deliverables to be created, developed, produced or acquired by or on behalf of CGI specifically for Customer, as identified in the applicable SOW shall vest with Customer upon complete payment of the Deliverables by Customer.

7.2 Pre-Existing Materials.

(a) All Pre-existing Materials shall continue to be owned by such Party, licensors or subcontractors, as the case may be, and, except as expressly provided in this Agreement, the other party shall not acquire any rights, title or interest in or to such Pre-existing Materials.

(b) If, as a result of the Services or the creation, development, or production of the Deliverables, CGI provides Customer with CGI Intellectual Property, then such CGI Intellectual Property will remain the exclusive property of CGI.

(c) If Services or Deliverables provided hereunder contain such CGI Intellectual Property, CGI grants Customer a fully paid-up, non-exclusive, perpetual, transferable license to use CGI Intellectual Property in respect of Customer’s internal use of the Deliverables.

(d) Further, a license, having the same attributes as those stated in Section 7.2(c), is also granted i) by Customer to CGI, CGI’s Affiliates and pre-authorized representatives, for any Customer Pre-Existing Materials, Deliverables or other proprietary information required in the performance CGI’s obligations under this Agreement, and ii) by CGI to the Customer in connection with any work developed by CGI in the performance of the Deliverables that is of general application to the business sector in which the Customer operates or of general application to the information technology industry. For the purpose of this Section 7, what is exclusive or unique to the Customer is not of general application.

7.3 Residual Knowledge. For greater certainty, CGI shall not be precluded from independently developing for itself, or for others, materials which are competitive with the Deliverables, irrespective of their similarity to the Deliverables and CGI shall be free to use, without restriction, any Pre-existing Materials, Deliverables and its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques within the scope of its consulting practice that are used or acquired in the course of providing the Services, so long as CGI does not disclose or use any of Customer’s Confidential Information, work product or proprietary information without Customer’s express written consent; this Agreement shall not prevent CGI from providing such similar services to other parties, or in any way restrict CGI in the use of its personnel.

 

8. NON-SOLICITATION. CGI and Customer agree that while the Services are being performed and for a period of one (1) year following the completion of the Services or termination of this Agreement, Customer shall not, without the prior written consent of CGI, directly or indirectly, solicit, induce, employ or subcontract any CGI employee or subcontractor who was involved in the provision of Services. In the event that Customer breaches of this Section causes CGI to lose the services of any CGI employee(s) or subcontractor, Customer shall pay to CGI, as liquidated damages and not as a penalty, a sum equal to six (6) times the gross monthly salary of each such CGI employee or sum equal to six (6) months of fees paid to each such subcontractor as applicable, immediately prior to the termination of his/her CGI employment. Nothing herein shall be deemed to prevent an employee, agent or subcontractor of a Party from responding to advertisements for jobs to the public at large from the other Party and the acceptance of offers for such persons responding to the advertisement.

 

9. WARRANTIES.

9.1 CGI Warranties. CGI warrants that the Services provided shall be performed by qualified personnel in a good and workmanlike manner consistent with industry standards.

9.2 Third Party Materials Provided by CGI. To the extent that CGI agrees to sell and deliver to Customer any Third Party Materials pursuant to this Agreement, CGI shall use commercially reasonable efforts upon such sale or delivery, to transfer to Customer the manufacturer’s or supplier’s warranties to the extent that CGI is contractually able to do so and shall assist Customer, at Customer’s costs, to assert any claim which Customer would be unable to bring directly against the supplier of Third Party Materials (but could bring indirectly through CGI). The warranties given by the manufacturer or the supplier of the respective Third Party Materials are the exclusive remedies of Customer and CGI with respect to Third Party Materials. These warranties are the only warranties and conditions with respect to the Third Party Materials and CGI makes no representation or warranties with respect to the Third Party Materials. All other warranties or conditions, express or implied, including the implied warranties and conditions of merchantable quality and fitness for a particular purpose and those arising from commercial or trade usage with respect to Third Party Materials, are hereby expressly excluded.

9.3 Materials Provided by Customer. Customer represents and warrants that it possesses or shall possess, when required, all rights, title and interest and consents required, as applicable, to grant license, assign or transfer a software, component or any and all intellectual property rights that Customer has to grant, assign or transfer to CGI under this Agreement (collectively “Required Consents”). Customer further represents that all licenses granted or that must be granted by Customer under this Agreement and the use by CGI or by a user of these license rights shall not infringe any third party rights nor infringe other obligations that Customer has or might have under the applicable laws and regulations or its obligations to obtain any Required Consents.

9.4 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH OR REFERENCED IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF EITHER PARTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

10. LIMITATION OF LIABILITY.

10.1 Risks Allocation. The Parties acknowledge that the limitations of liability contained in this Article 10, represent the Parties’ agreement regarding the allocation of risks between them, associated with the performance of the Services. Except as otherwise expressly provided for in the Agreement the liability of one Party to the other Party hereunder, whether contractual or in tort, shall be limited to direct damages only as set forth hereinafter and that these provisions shall apply notwithstanding the election of the non-defaulting Party, if so entitled, to terminate or be discharged from this Agreement.

10.2(A) Liability Cap. In no event shall the liability of CGI hereunder exceed, in the aggregate the total Fees paid by Customer to CGI for Services rendered under this Agreement. (such amount, a Party’s “Liability Cap”).

10.2(B) General Exclusion In no event shall CGI be liable hereunder for any special, indirect, punitive, exemplary, incidental or consequential damages even if CGI has been advised of the possibility thereof, including but not limited to loss of revenue or profits, or failure to realize expected savings, or any damage claimed against Customer by any third party;

10.2(C) Carve-outs. Notwithstanding the foregoing, CGI’s Liability Cap will not in any manner whatsoever limit its liability in respect of: (iii) the Customer’s Losses arising out of or related to gross negligence and wilful misconduct of CGI hereunder; or (II) physical damage to personal, tangible property (excluding damage or loss of data); or bodily injury (including death), to the extent such damage or injury is caused or contributed to (but only to the extent of such contribution.

 

11. INDEMNIFICATION.

11.1 Customer Indemnity in Favour of CGI. Customer shall indemnify, defend and hold CGI and CGI’s Indemnitees harmless from and against any Losses arising from or in connection with default of Customer’s obligations in respect of Customer’s breach of warranty pursuant to Section 9.3 (Materials Provided by Customer).

 

12. INDEPENDENT CONTRACTORS.

The relationship of CGI and Customer hereunder shall be solely that of independent contractors. CGI and Customer each acknowledge and agree that neither one shall be the employee, employer, agent, legal representative, partner or joint venturer of the other. Neither CGI nor Customer shall have, or hold itself out as having, the right or authority to assume or create any obligation or responsibility, whether express or implied, on behalf of or in the name of the other. Each of CGI and Customer shall assume complete responsibility for obligations under applicable employers' liability, workmen's compensation, social security, unemployment insurance, occupational safety and health administration laws and other laws with respect to its own employees.

 

13. FORCE MAJEURE.

neither Party shall be liable for any delays in the performance of any of its obligations hereunder due to a Force Majeure Event. In the event CGI's personnel fail to perform the Services because of illness, resignation or Force Majeure Event, CGI shall use commercially reasonable efforts to replace such personnel within a reasonable time, but shall in no event be liable as a result of its inability to do so.

 

14. NOTICES.

Any notice, direction or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by, courier or by electronic mail, and is deemed to be given and received on the date of delivery by courier or electronic mail if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day. Notices to CGI must be sent to the address stated below. Notices to Customer will be sent to the individual address Customer identifies in the SOW. CGI may send notices and other information to Customer by email or other electronic form. To CGI: CGI Information Systems and Management Consultants Inc.

Address
Attention:
Tel:
Email:

 

15. GOVERNING LAW AND DISPUTES.

15.1 Governing Law. This Agreement shall be subject to and interpreted in accordance with the laws in force in the Province of Ontario without regard to its conflict of laws rules, and the Parties agree to submit to the jurisdiction of the courts thereof in Toronto, Ontario.

15.2 Dispute Resolution. In the event of any such controversy or dispute between the Parties relating to this Agreement, and/or a SOW hereunder, its negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any Party to the Agreement, the Parties agree to use the following procedure:

(a) The Parties shall each cause its designated Primary Contact hereunder to attempt to resolve the dispute co-operatively, reasonably and with due diligence. If either such Primary Contact believes that they are unable to resolve the dispute in a timely manner, the dispute shall be referred to a vice-president or equivalent of Customer and a vice-president of CGI. If the dispute remains unresolved for more than fifteen (15) business days after such referral, either of the Parties may refer the matter to arbitration pursuant to (b) below, by providing notice to the other Party in writing. Unless the Parties otherwise agree in writing, all such unresolved disputes shall be resolved by arbitration in accordance with (b) below, provided that if the dispute involves the misuse of one of the Party’s intellectual property rights or Confidential Information, such Party may take such legal action as it deems appropriate including interim or permanent injunctive relief.

(b) If a particular dispute is to be arbitrated, the Parties, acting reasonably, shall attempt to agree upon a single independent, qualified arbitrator to arbitrate the matter. If within fifteen (15) days after the receipt of written notice to arbitrate, the Parties are unable to agree upon a single independent, qualified arbitrator, then either Party may, upon notice to the other Party, apply to the Ontario superior court of justice for the appointment of a single arbitrator; such arbitration shall be conducted in accordance with the statutory provisions of the Ontario Arbitration Act 1991, as amended or substituted from time to time. The arbitrator shall have the power to award the costs of the arbitration, as the arbitrator deems appropriate. Unless otherwise mutually-agreed between the Parties, the arbitration shall take place in the city of Toronto (which shall be the seat of arbitration) and shall be held in the English language.

(c) The arbitrator may award any remedy for any breach of the Agreement that might be awarded by Ontario courts, except where the remedy for such breach has been expressly limited by the Agreement and provided that the arbitrator shall have no authority to award and excluded damages (or direct damages beyond the limitation of liability) as described in Section 10 hereof. The arbitrator shall have no power to amend the provisions of the Agreement.

(d) The decision of the arbitrator shall be final and judgment upon the decision may be entered into any court of competent jurisdiction. Except where clearly prevented by the matter in dispute, both Parties agree to continue performing their respective obligations under the Agreement while the dispute is being resolved, unless and until such obligations are terminated or expire in accordance with the terms of the Agreement.

 

16. WAIVER

No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term of this Agreement constitutes a consent to any subsequent breach.

 

17. SEVERABILITY

If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect.

 

18. ASSIGNMENT

This Agreement is binding upon and will inure to the benefit of the Parties’ respective successors and assigns. Customer shall not assign this Agreement or any portion thereof without first obtaining the written consent of CGI.

 

19. ENTIRE AGREEMENT

This Agreement, and any SOW hereto sets forth the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements and understandings relating thereto. No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by the Parties.

 

20. SURVIVAL

The provisions set forth in Sections 6, 7, 8, 10, 11, 12, 14-22 inclusive and any other provision in a SOW which expressly or by its nature continues after the expiration or early termination of this Agreement, shall survive the expiration or termination of this Agreement.

 

21. LANGUAGE

Language. The Parties have expressly required and mutually agree that this Agreement and all related documents, including notices and other communications, be written exclusively in English. Les parties ont expressément exigé et conviennent mutuellement que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés exclusivement en anglais.

 

22. AUTHORIZATION

Customer hereby represents that it has obtained all necessary authorizations to conclude the transactions contemplated by this Agreement and that this Agreement has been executed by their duly authorized representative. Customer hereby represents and warrants that it has obtained all necessary authorizations under any agreement to which the Customer is a party and that performance by CGI of the Services contemplated by this Agreement shall not violate any agreement to which Customer is a party.

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SCHEDULE A

STATEMENT OF WORK

This Statement of Work effective ___________ (“SOW Effective Date”) forms an integral part of and is made pursuant to the Services Agreement, dated ____________, (the “Agreement”) entered into between (Insert customer legal name) (‘’Customer’’) and CGI Information Systems and Management Consultants Inc.(“CGI’’), (each of them referred to individually as “Party” or collectively as “Parties”).

Project Managers/Primary Contacts

Customer: (Name and contact information)

CGI: (Name and contact information)

 

Start Date and Term of the SOW: [X] (the “SOW Term”)

 

Location of Assignment: virtually

 

1 SCOPE OF CGI SERVICES

The purpose of this Statement of Work is to detail the scope of Services under CGI responsibility; Customer agrees to purchase and CGI agrees to provide the following services:

 

<<Specify the scope and nature of the work to be done

1.1 Deliverables (if any)

CGI will provide Deliverables as Services to Customer as follows:

 

<<Complete the table including:

give a summary description of Services’ Deliverables,

identify and describe the technical environment,

indicate the dependencies/Customer’s input required (document, system, tool, etc.).>>

Services’ Deliverables
Phase [X] Deliverables
Deliverable Name	Description & Dependencies (if any)	Estimated Delivery Date – Project Plan No.
[X]	[X]	[X]
[X]	[X]	[X]

 

1.1.1 Project Plan

CGI Service’s are scheduled in accordance with: Include relevant dates or reference a mutually-agreed project plan (appended to this SOW).

1.1.2 Acceptance of Services

Subject to any acceptance testing strategy and process specified in this SOW [Section X] [or agreed in writing in [x] project document attached hereto] <<detail every step to be undertaken, especially deliverables and due dates, turnaround times for acceptance and testing, definitions for critical, major and minor nonconformities re the below.>> Absent specified acceptance and test exit procedures or failure of Customer to test and/or respond within agreed test parameters, CGI Services and Deliverables are deemed accepted upon delivery pursuant to Section1.1.1 above or first use by Customer, whichever sooner.

1.1.2.1 [Services Assumptions And Limitations]

CGI’s Services assumes and are subject to the following limitations:

• All documentation deliverables will be submitted in electronic format;
  • [X]

 

2  AUTHORIZATION TO PROCEED

This SOW is hereby approved by Customer and CGI and is made part of the Agreement referenced above.