Subscription Agreement This Subscription Agreement (the “Agreement”) is dated ___________, 202_ (the “Effective Date”) between Stantec Consulting Services Inc. (“Stantec”) and ____________ (“Client”). WHEREAS: A. FAMS is a financial planning platform and user interface offered by Stantec that simulates and projects the financial dynamics of an enterprise, including all data, source code, models, reporting tools, formats, work products, and any components (“FAMS”); B. Client wishes to subscribe for the use of FAMS by its employees and/or pre-approved consultants and contractors (collectively, “Users”); and C. The parties wish to enter into this Agreement to set out their respective rights in respect of Stantec’s provision of, and Client’s use of, FAMS. NOW THEREFORE for good and valid consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows: 1. Scope and Technical Parameters of FAMS. Stantec shall provide Client with access to FAMS as described in Schedule A. 2. Subscription Fees and Terms. Client shall pay Stantec the fees for the term of the Agreement, all as described in Schedule B. 3. Terms and Conditions. This Agreement shall be subject to the terms and conditions set out in Schedule C. 4. Counterparts and Electronic Execution. This Agreement may be executed in two (2) or more counterpart copies, all of which counterparts when taken together shall have the same force and effect as if all parties had executed a single copy of this Agreement. Each party may execute this Agreement in electronic format, either by facsimile or portable document format (PDF) and delivery of such electronic executed document to the other party shall be proof of execution by the party thereto. [Signature page to follow]  IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. STANTEC CONSULTING SERVICES INC. [INSERT CLIENT LEGAL ENTITY] Name: Name: Title: Title: I have authority to bind the corporation. I have authority to bind the [insert type of legal entity]. Name: Name: Title: Title: I have authority to bind the corporation. I have authority to bind the [insert type of legal entity]. Signature Page to Subscription Agreement   SCHEDULE A SCOPE AND TECHNICAL PARAMETERS OF FAMS 1. FAMS components include, but are not limited to: (a) User interface and user management systems that are based on industry standard web technologies. (b) Data repositories and data management systems that are based on industry standard database structures and flat file data structures. (c) Financial analytic engine used for all model calculation functions. (d) Administration utilities specifically designed for maintenance and to provide enhanced functionality. (e) Enhancements: i. FAMS contains logging features which allow FAMS to be continually enhanced. ii. If there are enhancements, or improvements made to FAMS, Stantec reserves the right to decide if user notification is warranted. Any modification which impacts availability or use of FAMS shall warrant notification to all users. iii. Stantec reserves the right to make enhancements and improvements to FAMS without consent from Client. iv. Any feedback rendered to Stantec regarding FAMS become the property of Stantec. If Client input leads to an improvement or enhancement to FAMS, Stantec is under no financial obligation, or royalty for such input, and Stantec takes full ownership of any idea once implemented. 2. Setup Services will be provided for: (a) Configuration and customization of FAMS, including all tools and interfaces. i. Data and assumption collection, review, and import into FAMS. ii. Validating the FAMS calculations and presentation of key indicators. iii. Customizing FAMS user interface based on defined functionality. iv. Configuring FAMS access services for Client’s authorized users. 3. Technical Support is provided to users during business hours (08:00-17:00 EST Monday to Friday). Support Includes: (a) Service outage notification (b) Service restoration (c) Account creation (d) Activate or deactivate a user (e) Disaster Recovery of data (f) Assistance in accessing FAMS hosted from the subscribed cloud service (g) Troubleshooting and resolving questions regarding use of FAMS 4. Training (a) Online documentation/user manual describing the features and functions of FAMS. (b) Stantec will provide one, 1-hour training session on the features and use of FAMS upon completion of set-up. Additional training sessions can be arranged and would be provided based upon the rates for as-needed services identified in Schedule B. 5. Security and Access (a) Stantec will take reasonable measures to secure and encrypt Client Data and User Access Credentials. Stantec shall not be liable for any loss, deletion or manipulation of Client Data or User Access Credentials, whether caused by Stantec, any third-party service provider or any other party. Stantec assumes no responsibility for the deletion, manipulation, destruction, loss, infringement of any Client Data or User Access Credentials. (b) Model Platform Security: i. The FAMS data repository and analytics engine are secured by Stantec IT. FAMS can only be accessed by authorized users who have the correct permissions and privileges. ii. All content on, and use of, FAMS falls under the umbrella of Stantec’s IT security policies, backup procedures, and disaster recovery protocols. iii. FAMS, all dependent interfaces, and user interface access is secured by an industry standard security model implementing two factor authentication (2FA). (c) Model Platform Accessibility: i. FAMS is platform agnostic providing web-based access for authorized users with any web browser that supports HTML5 and JavaScript. ii. FAMS can support multiple users simultaneously from any supported device without degradation. (d) Model Platform Availability: i. FAMS requires administrative maintenance from time to time and therefore during those periods access to FAMS could be affected. Stantec will make a reasonable effort to notify affected users of any planned outages. ii. FAMS is hosted on an industry standard cloud platform. Stantec has no control over the cloud provider’s policies, procedures, and maintenance routines. If Stantec becomes aware of any activities being performed by the cloud service provider, Stantec shall make reasonable efforts to communicate the impact on FAMS during this period. iii. The cloud service subscribed for FAMS is a fault tolerant, multi-tenant cloud service which indemnifies Stantec in the unlikely event that the cloud service cannot provide hosting services for FAMS. iv. FAMS uses commercial-off-the-shelf Application Programming Interfaces (“API”) that Stantec has secured the right to use. Although the APIs are widely used in the industry and are stable, Stantec cannot guarantee their availability in perpetuity. Stantec cannot be held responsible for loss of access or impacted performance if the API’s proprietor choses to modify or supplant the API. If this situation arises, Stantec will make reasonable efforts to modify FAMS to mitigate the API change while retaining expected performance. (e) User Access Credentials will be secured as follows: i. All Users must be authorized by Stantec and Azure Active Directory, or other such authorization services as may be used by FAMS in the future, to access FAMS. ii. FAMS client-side user interface will be accessible by authorized users who have credentials defined in the security model for the hosting cloud provider. Once an authorized user accesses FAMS, a security token cookie is used for the session and subject to a timeout if there is no activity. iii. FAMS server-side will interact with users that hold an authentication token for the web page, which resides as a cookie on the user. This ensures that the server is engaging with the exact user served by the web page. iv. The API that communicates between the FAMS cloud service web host and the data repositories requires an authentication token for interaction. FAMS only permits data flow from the data repository to the cloud service web host application. This eliminates the possibility of data and model corruption derived from the cloud service web application. (f) Client Data will be secured as follows: i. Client Data can only be accessed by authorized users via non-persistent tokens that are generated when the user interface requests FAMS to perform calculations. (g) Data Recovery: i. FAMS data is backed up on a regular schedule and in the event of a data loss can be recovered from the backup. 6. System Requirements (a) FAMS can be accessed by any HTML5 compatible web browser which supports JavaScript and allows cookies. The browser must allow JavaScript execution. (b) Client web browser platform must also allow Content Delivery by Network (CDN) for the FAMS user interface to work correctly. (c) FAMS is operating system (OS) agnostic; however, FAMS outputs are prepared in *.xlsx (MS Excel) and *.pdf format. (d) For full benefit and functionality, a business-class broadband internet connection should be used. Bandwidth of at least 3 MBitS is recommended.   SCHEDULE B SUBSCRIPTION FEES AND TERMS 1. Fees. Client shall pay Stantec the following fees: (a) Initial Fee. Upon the execution of this Agreement, Client shall pay to Stantec a one-time configuration fee for Client’s use of FAMS in the amount of $______.00 USD. (b) Subscription Fees. The subscription fee schedule detailed below is based on a number of factors that impact the complexity of the service provided by Stantec, including the amount of data, the number of models, and the number of users, among other factors. Significant modification to one or more of these factors may require the renegotiation of the fee schedule detailed below before such modifications may be implemented. As of the Effective Date, Client has elected to receive _____ level of service at an annual subscription fee of $____, payable in monthly installments of $___ in accordance with the terms of this Agreement. The subscription fees for other levels of service which Client may elect to receive in the future in accordance with paragraph 3 below are as follows: [INSERT AS-NEGOTIATED FEE TABLE FROM ANDY BURNHAM] (c) As-Needed Services. Any consulting services as well as any modifications to FAMS to add, delete or alter any functions, scenarios, schedules or the user interface shall, upon the prior approval by Stantec, be provided by Stantec at the following rates: i. Technical Advisor - $350 per hour ii. Project Principal - $275 per hour iii. Project Manager - $200 per hour iv. Consultant - $160 per hour v. Analyst - $120 per hour vi. Administration - $90 per hour (d) Out-of-Pocket Expenses. Client shall reimburse Stantec for reasonable, out-of-pocket expenses incurred by Stantec in providing services to Client pursuant to the terms of this Agreement, so long as such out-of-pocket expenses receive Client’s prior approval and Stantec provides proper documentation of such expenses (e) Fee Escalation. All subscription fees, and hourly rates called for in this Agreement are subject to annual escalation of 3%, applied annually from the Effective Date. 2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years. At the end of the initial term, this Agreement shall automatically renew for additional one (1) year periods unless otherwise terminated in accordance with the terms of this Agreement. 3. Termination. Client may terminate this Agreement by providing written notice of its intent not to renew this Agreement to Stantec at least ninety (90) days before the commencement of such automatic renewal period. Client may upgrade its level of service in accordance with paragraph (c) above at any time by providing thirty (30) days prior written notice to Stantec. Client may downgrade its level of service in accordance with paragraph (c) above at the end of the initial term or any subsequent renewal period by providing written notice to Stantec at least ninety (90) days before the commencement of an automatic renewal period. All confidentiality, intellectual property, ownership, limitation of liability, indemnity and limitation of warranty provisions contained in this Agreement shall survive upon the termination of this Agreement. 4. Modifications. Client may from time to time request that specific enhancements be made to FAMS. If specific modifications to FAMS are desired by Client, the feasibility and cost of making and installing such enhancements will be negotiated between Stantec and Client before such modifications are made. SCHEDULE C TERMS AND CONDITIONS 1. Right to Use. With effect from the Effective Date, Stantec hereby grants to Client a non-exclusive, non-transferable, non-sublicensable license to use FAMS and any reports, data or information derived from FAMS (collectively, “Work Product”), subject to Client’s compliance with the Agreement, including the terms and restrictions set out herein. 2. Confidentiality. Client agrees that FAMS and FAMS access credentials to be confidential commercial information (collectively, “Confidential Information”), created and/or compiled by Stantec. This proprietary information is protected under applicable trade secret, copyright and intellectual property laws. Client hereby agrees that it shall use FAMS solely in accordance with the provisions of this Agreement and that it shall not at any time during or after expiry or termination of this Agreement, disclose any Confidential Information, whether directly or indirectly, to any third party without Stantec's prior written consent which may be arbitrarily withheld in Stantec’s sole discretion. Because FAMS is a trade secret under applicable state and federal laws, Client’s access to FAMS under this Agreement is exempt from disclosure under such public records laws. Client hereby agrees to provide prompt notice to Stantec of any public records requests seeking information relating in any way to FAMS, to allow Stantec the opportunity to object to the disclosure of any information relating to FAMS prior to disclosure. The requirements of this section shall survive the termination of this Agreement for any reason. 3. Ownership. Stantec uses FAMS in its business of providing consulting services and associated models to towns, cities, counties, utility authorities and other government agencies. Client agrees that the Confidential Information embedded in FAMS includes trade secrets that provide Stantec with significant market advantages in its business, and that the Confidential Information and trade secrets are owned exclusively by Stantec. Client agrees that any and all of the format, content, copyright, trade secrets, trademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with FAMS, including all documentation and manuals relating thereto, shall be the sole property of Stantec. Client shall not during or at any time after the expiry or termination of this Agreement dispute the ownership of these properties by Stantec. Further, Client acknowledges and agrees that Stantec retains sole and exclusive ownership of FAMS (including all core configuration files, components and modifications) and any derivative works, and nothing herein, including license to use these properties, shall be construed to assign, transfer or otherwise convey to Client any ownership right, title or interest in FAMS (including core configuration files, components and modifications) or any derivative works. 4. Invoicing & Payment. Charges for Client’s FAMS subscription will be made in accordance with the fees indicated in Schedule B. Client shall pay all invoices issued by Stantec within thirty (30) days of its receipt thereof. Client’s failure to make any payment when due is a material breach of this Agreement and will entitle Stantec, at its option, to suspend or terminate this Agreement and any licenses issued to Client under this Agreement. Interest will accrue on accounts overdue by thirty (30) days at the lesser of 1.5% per month (18% per annum) or the maximum legal rate of interest. 5. Permitted Uses. (a) Use of Work Product – Stantec provides Client with a nontransferable license to use Work Products that are produced during the term of this Agreement, subject to the confidentiality restrictions contained herein, for its own purposes. Stantec retains all ownership rights in any Work Product. (b) Use of Client Data – Client shall own all data, information or material that is entered into FAMS (“Client Data”). Client provides Stantec with a license to use Client Data. Client is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Client Data and Stantec assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of FAMS to store any Client Data. Stantec shall have no liability for any loss, deletion of manipulation of Client Data, whether caused by Stantec, any third-party service provider or any other party. 6. Client Responsibilities. Client agrees not to, directly or indirectly, and shall ensure its Users do not: (a) upload or distribute in any way files that contain viruses, corrupted files or any similar software or programs that may damage the operation of FAMS; (b) use FAMS for illegal purposes; (c) interfere with or disrupt networks connected to FAMS; (d) transmit or post any material that encourages conduct that could constitute a criminal offence or give rise to civil liability; (e) duplicate, modify, decompile, reverse engineer, or disassemble FAMS or create any derivative works thereof; (f) copy, sub-license, sell, rent, lease, distribute or otherwise transfer rights or provide any party with access to FAMS or any portion of FAMS; (g) remove, delete or modify any copyright notices or other proprietary notices or legends on, in or from FAMS; (h) use or replicate FAMS, or allow other parties to review the model or source code, use, or replicate FAMS to compete with Stantec in any aspect of Stantec’s business; (i) provide access to FAMS to any third parties without the prior written consent of Stantec; or (j) use FAMS in any manner not authorized by this Agreement. Client is solely responsible for, at Client’s own expense, all equipment, facilities, third-party licenses and services necessary to utilize FAMS (including without limitation computer hardware, software, and Internet access). Upon the commencement of this Agreement, Client shall provide Stantec with a list of the names of the individuals to whom Client would like to provide FAMS access, identifying the organization which employs such individuals. Stantec shall have the right to reject any individuals who are not directly employed by Client. All individuals approved by Stantec shall be considered Users under this Agreement. Client shall request Stantec’s written approval in the manner described in this paragraph before providing access to any additional individuals. At any time, Stantec may request and Client shall provide a list of the active Users who have access to FAMS and any Work Product. Client shall ensure that all Users are legally required to comply with the terms of this Agreement, including the confidentiality provisions contained herein. 7. No Warranty. FAMS is provided “as is” without warranty of any kind, either express or implied, including (without limitation) the implied warranties of merchantability and fitness for a particular purpose. Stantec makes no warranty that FAMS will meet Client’s requirements, that FAMS will operate in combination with any other products, programs or software that Client may select for its use or will be error-free, uninterrupted, timely or secure. Client acknowledges that programs, software and digital platforms in general are not error-free. Stantec further does not warrant or make any representations regarding the use, or the results of use, of FAMS or its interaction with Client's Data with respect to their correctness, accuracy, reliability, or otherwise. 8. Limitation on Liability. Stantec shall not be liable to Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement, FAMS, its use, application, support or otherwise, except to the extent to which it is unlawful to exclude such liability under the applicable law. Notwithstanding the generality of the above, Stantec expressly excludes liability for any indirect, special, incidental or consequential loss or damage which may arise in respect of FAMS, its use or in respect of damage to or losses relating to equipment or property or for loss of profit, business, revenue, goodwill or anticipated savings. In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and Stantec becomes liable for loss or damage that may lawfully be limited, Stantec’s total liability to Client for all claims under this Agreement shall be limited to the lesser of: (i) the amount paid by Client to Stantec under this Agreement for the preceding twelve (12) month period before such claim arose; and (ii) $50,000.00 USD. 9. Indemnity. Client releases Stantec from any liability and agrees to defend, indemnify and hold Stantec harmless from any and all claims, damages, losses, and/or expenses, direct and indirect, including but not limited to reasonable attorney’s fees and charges and court and arbitration costs, arising out of, or claimed to arise out of, Client’s use of FAMS, excepting liability arising from Stantec’s gross negligence or willful misconduct. 10. Enhancements. Stantec may make enhancements to FAMS from time to time. Client acknowledges and agrees that it does not require or have entitlement to any upgrades to, or enhancements of, FAMS. Stantec shall not be liable for any loss or damage suffered by Client arising from any defect in FAMS. All enhancements to FAMS, whether requested by Client or otherwise, shall be the property of Stantec and all provisions of this Agreement will apply to such enhancements for the duration of the term of this Agreement. 11. Force Majeure. Except for the payment of a monetary amount which is due under the terms of this Agreement, neither party shall be responsible for a delay in performance under this Agreement if such delay is caused by a force majeure event or an event outside its reasonable control. 12. Assignment. Client shall not, without the prior written consent of Stantec, assign the benefit or in any way transfer the obligations of this Agreement or any part hereof. Stantec may assign this Agreement without Client’s consent. 13. Governing Law. The validity, construction and performance of this Agreement shall be governed by the laws, without regard to the laws as to choice or conflict of laws, of the State of ______. Client shall comply with all applicable laws and regulations of any country, state or government agency relating to the use, sale or export of FAMS, including, but not limited to, the Export Administration Act, the United States Departments of Commerce, Treasury or other United States law. The validity, construction and performance of the Agreement and all disputes between the parties arising out of this Agreement or as to any matters related to but not covered by this Agreement shall be governed by the laws, without regard to the laws as to choice or conflict of laws, of the State of _______. 14. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties pertaining to the subject matter of this Agreement, and supersedes all prior agreements, understandings, negotiations, representations and discussions, whether verbal or written, of the parties, pertaining to that subject matter. Notwithstanding the foregoing, any existing agreements between the parties in respect of the use and maintenance of FAMS through Microsoft Excel shall remain in full force and effect. 15. Amendment and Waiver. This Agreement may be amended or modified only by a written document executed by each of the parties. Either party may in writing waive any provisions of this Agreement to the extent such provision is for the benefit of the waiving party. 16. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions and shall be construed in all respects as if an invalid or unenforceable provision were omitted. 17. Independent Parties. Nothing in this Agreement is intended or shall be construed to establish or create an agency, partnership or joint venture relationship between the parties. 18. No Third-Party Beneficiaries. This Agreement is intended for the sole benefit of the signatories to this Agreement and is binding on their respective successors and permitted assigns. Nothing in this Agreement is intended or may be construed to give any person, firm, corporation or other entity, other than the signatories hereto any legal or equitable right, remedy or claim under this Agreement.