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The Momentum® Service software is comprised of Momentum® Financials Plus (described in SIN 132-32), the maintenance (described in SIN 132-34), and hosting. Hosting of the Momentum software consists of a set of component services to establish and operate an instance of the Momentum Financials Plus for a customer. The Momentum Service is available on a subscription basis. For a fixed term and a fixed monthly fee, a customer subscribing to the service receives the following:

ƒThe nonexclusive, nontransferable right to use the Momentum software under software hosting by CGI. This right-to-use is for the sole use of the customer, and may not be sublet, transferred, shared, or sold in any way.

ƒA production instance of the Momentum software and services to operate that instance. An instance of the Momentum software is a production copy of the Momentum software for the use of a customer. Non- production instances of the software for a reduced level of service are available at reduced subscription fees. The scope of services and subscription fees for non-production instances will be negotiated on a case- by-case basis.

For a complete description see the product sales guide.

Term

The term of the agreement begins on a date mutually agreed by CGI and the customer after receipt of order. The term ends on the 30th calendar day after the “end of the customer’s subscription.” The customer’s subscription is for a fixed period of 36 months and begins on the date that the Service is placed in “operational status.” The “end of the customer’s subscription” occurs 36 months after the subscription began. For instance, if the Service were placed in operational status on 3 March 2008, the subscription would end on 2 March 2011.

The system is placed in “operational status” on a date mutually agreed between CGI and the customer not more than 5 business days after the Service has passed the system operations test.

Ownership

A service subscription encompasses the services described herein. The subscription does not transfer ownership of software, hardware, or other elements of the Momentum Service. The ownership of the Momentum Service software and attendant patents, trademarks, inventions, and copyrights remain the property of CGI. Ownership of hosting hardware, software, telecommunications and network components, and other elements of the hosting environment and service remain the property of their respective owners.

Customer Responsibility

CGI’s obligation to deliver the subscription service is dependent on the customer performing the following:

Data Communications—establish data communications between the customer’s site and the hosting center, ensure compliance with laws and regulations specific to encryption and transmission of encrypted data, define compliance

Effective March 7, 2012

Momentum Adapters—ensure the content, format, and structure of data exchanged between the Momentum service and other systems is consistent with mutually agreed methods, formats, and timeframes.

Disaster Recovery Planning—support the development, annual update, and test of the customer disaster recovery plan for the Momentum service.

Technical Infrastructure—provide and manage appropriate equipment and software, compatible with the

Momentum service, to support access to and use of the Momentum service. Coordinate the initial configuration and changes to the technical infrastructure with CGI.

Subscription Pricing

Product pricing is a fixed, recurring monthly subscription fee. The fee will not vary based on monthly transactions, but is based on the fixed monthly subscription price determined at the beginning of service based on the size of the service required by the customer. The size is based on the following:

Number of G/L Entries Completed per Month—number of single GL entries (debit or credit) successfully posted during a calendar month.

Number of Concurrent Users—number of users who are simultaneously logged on.

Total Number of Users—total number of active user accounts defined and established by the customer. To determine the size, use the following table, selecting the row for which the maximum number of G/L entries (transactions), concurrent users, and total users equals or exceeds the expected number of transactions, concurrent users, and total users. Select a size that reflects the expected, peak usage, during the term of the subscription. For a service size beyond ‘Very Large’, CGI will negotiate the subscription price on a case-by-case basis.

Size of the Momentum® Maximum Number of Maximum Number of Maximum Total

Small 150,000 15 50

Medium 300,000 25 300

Large 600,000 50 500

Very Large 1,200,000 150 1000

The monthly fixed subscription fee will not vary based on monthly transactions but is based on the fixed

subscription monthly price determined at the beginning of service based on the table above. CGI will not be held responsible for the delivery of any service described herein to a customer in a month in which the customer has exceeded the capacity of the subscription service ordered. If, in any month during the customer's subscription, a customer attempts to post more General Ledger (G/L) entries, attempts to put more concurrent users on the Service, or has more named users than is supported by the customer's subscription, the customer will be deemed to have exceeded the capacity of the service.

Optional Services

Product pricing is a fixed, recurring monthly subscription fee. The fee will not vary based on monthly transactions, but is based on the fixed monthly subscription price determined at the beginning of service based on the size of the service required by the customer. The size is based on the following:

Adapter Operations—a surcharge will be added for operating additional adapters beyond those provided in the base subscription (in increment of 10 adapter units).

Expanded Data Backup—the base subscription provides for 100 gigabytes cumulative, total backup per month, additional capacity is available at a surcharge in increments of 20 gigabytes.

Effective March 7, 2012

Expanded Online Storage—the base subscription provides for maintaining up to 60 gigabytes of data online, additional online storage is available at a surcharge in increments of 20 gigabytes.

Additional Modules—the following modules can be added, for a surcharge, at any time during the subscription: Momentum Fixed Assets, Momentum Budge Formulation, Momentum Itemized Purchasing, Momentum Project Cost Accounting, Momentum Travel Accounting, and/or Momentum Business Analytics.

Hosting Transfer—hosting transfer services are available, for a surcharge, at any time during the subscription and 30 days following termination of subscription.

Description of Service

SIN 132-52 Monthly Subscription Fee

Momentum® Service, for a subscribing entity – Small $90,941

Momentum® Service, for a subscribing entity –Medium $143,749

Momentum® Service, for a subscribing entity –Large $185,692

Momentum® Service, for a subscribing entity –VeryLarge $299,432

Expanded Data Backup Surcharge, per 20 Gigabytes, per month $377 Expanded Offsite Storage Capacity Surcharge, per 20 Gigabytes, per month $181 Expanded Online Storage Capacity Surcharge, per 20 Gigabytes, per month $1,333 The following additional modules are available and priced according to the customer’s configuration size: Momentum Fixed Small Configuration (for each Module listed above) $2,494 Medium Configuration (for each Module listed above) $4,442 Large Configuration (for each Module listed above) $5,510 Very Large Configuration (for each Module listed above) $7,518

Momentum® Travel Accounting – Small $2,934

Momentum® Travel Accounting – Medium $5,410

Momentum® Travel Accounting – Large $6,791

Momentum® Travel Accounting – Very Large $9,461

Momentum® Business Analytics, Powered By Business Objects - Small $2,029 Momentum® Business Analytics, Powered By Business Objects - Medium $4,058

Momentum® Business Analytics, Powered By Business Objects - Large $5,892 Momentum® Business Analytics, Powered By Business Objects – Very Large $12,722 Momentum® Adapter Operations Surcharge, per pack of 10 adapter units (all configuration sizes) $4,349

Hosting Transfer (One time only charge) $9,265

Notes:

Effective March 7, 2012