Software License and Maintenance Agreement This Software License and Maintenance Agreement (the “Agreement”) is between Stantec Consulting Services Inc. (“Stantec”) and (“Client”). Each of Stantec and Client are referred to as a “Party” and collectively as the “Parties”. WHEREAS: A. Client and Stantec are parties to that certain professional services agreement by which Client has engaged Stantec to provide certain services to Client relating to [insert description of project] (the “PSA”); B. Stantec has created and uses a suite of digital tools and processes that comprise the core of digital property in its business of providing consulting services, with such tools and processes being subject to continual improvement, development and deployment; C. The digital products (the “Digital Property”) subject to this Agreement are as follows: Connect Platform D. Client wishes to subscribe for the use of the Digital Property by its employees and/or consultants and contractors as provided for hereunder (collectively, “Users”); and E. 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 the Digital Property. NOW THEREFORE for good and valid consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties agree as follows: 1. Terms and Conditions. This Agreement shall be subject to the terms and conditions set out in Schedule A. 2. Scope and Technical Parameters of Digital Property. Stantec shall provide Client with access to the Digital Property subject to those limitations and technical parameters as described in Schedule B and Client’s compliance with the terms of this Agreement. 3. Subscription Fees and Terms. Client shall pay Stantec the fees for the term of the Agreement as described 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. SCHEDULE A TERMS AND CONDITIONS 1. Definitions. a. “Background Intellectual Property” means Intellectual Property of a Party that is proprietary to that Party and was conceived, created, or developed prior to, or independent of, any work performed pursuant to or related to this Agreement. b. “Diagnostic Data” means data created in order to monitor quality and performance of the Digital Property. Diagnostic Data shall not include Personal Identifiable Information. c. “Enhancements” shall mean changes to the Digital Property, whether made at the request of Client or implemented independently by Stantec. d. “Foreground Intellectual Property” means Intellectual Property that is discovered, created or reduced to practice in the performance of this Agreement. Foreground Intellectual Property contemplated at this time includes: i. Intellectual Property rights in Work Product; ii. Enhancements to the Digital Property. e. “Input Data” means data compiled to enable the Digital Property to output useful information for delivery to Client. f. “Intellectual Property” means all intellectual property, including technical information, documents, know-how, copyrights, models, drawings, specifications, prototypes, inventions, patents and software. g. “Output Data” means data produced by the Digital Property including the Work Product and Diagnostic Data. h. “Personal Identifiable Information” data that can be used to clearly identify an individual. i. “Stantec’s Pre-Existing Input Data” means Input Data that is proprietary to Stantec and was conceived, created, or developed prior to, or independent of, any work performed pursuant to or related to this Agreement. j. “Work Product” means output from the Digital Property, including by way of illustration raw data, matrices of flood probabilities, shape files suitable for geo-corrected spatial mapping, and suites of digital information used to configure the Digital Property. 2. Interpretation. In the event of a conflict between the terms of this Agreement and the terms of the MSA, PSA or NDA, the terms of this Agreement shall prevail with respect to provision and use of the Digital Property. 3. Termination. Client may terminate this Agreement any time after the end of the initial term by providing thirty (30) days prior written notice to Stantec. Client may upgrade its level of service at any time by providing thirty (30) days prior written notice to Stantec. Client may downgrade its level of service at the end of the initial term or any subsequent renewal period by providing thirty (30) days prior written notice to Stantec. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: a. materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or b. becomes insolvent or admits its inability to pay its debts generally as they become due; or c. becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within thirty (30) business days or is not dismissed or vacated within sixty (60) days after filing; or d. is dissolved or liquidated or takes any corporate action for such purpose; or e. makes a general assignment for the benefit of creditors; or f. has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 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. Confidential Information. a. The Parties may disclose confidential information to each other to facilitate performance of this Agreement. Such information will be identified as “Confidential Information” in writing at the time of its transmittal, or in the event of oral communications, when so identified as confidential in writing within ten (10) days thereafter and will be safeguarded and not disclosed to third parties by the receiving Party. Confidential Information will not include information that: i. is already known to the Party to which it is disclosed; ii. is or becomes part of the public domain without breach of this Agreement; iii. is obtained from third parties which, to the knowledge of the receiving Party, are not subject to any obligations to the other Party to keep such information confidential; or iv. was independently developed by the receiving Party without the use of any of the Confidential Information of the disclosing Party. b. Notwithstanding anything contained herein, each Party may disclose Confidential Information to its officers, employees, consultants and agents on a need-to-know basis as required to perform this Agreement, provided that such persons agree to be bound by terms at least as restrictive as those contained herein. c. Notwithstanding any provision herein to the contrary, in the event that the receiving party becomes obligated by mandatory applicable law, regulatory rule, public records request, subpoena or judicial or administrative order to disclose Confidential Information or any portion thereof, to any governmental authority or court, such receiving party shall, if legally permitted, immediately notify the disclosing party of each such requirement and identify the Confidential Information so required thereby, so that the disclosing party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by the receiving party with the provisions of this Agreement. If, in the absence of such protective order or other remedy, the receiving party is nonetheless required by mandatory applicable law to disclose any part of the Confidential Information which is disclosed to it hereunder to any governmental authority or court, such receiving party may disclose such Confidential Information without liability hereunder, provided, that, the receiving party shall furnish only such portion of the Confidential Information which is legally required to be disclosed and only to the extent required by law. d. All obligations of confidence and non-use created under this Agreement shall terminate five (5) years from the completion or termination of this Agreement. Upon written request of the disclosing Party, the receiving Party agrees to return all copies of Confidential Information to the disclosing Party; provided, however, that the receiving Party shall be entitled to retain one (1) archival copy of all Confidential Information solely to ensure compliance with their rights and obligations hereunder.   5. Ownership. a. Background Intellectual Property. Each Party shall each retain all right, title and interest in its own Background Intellectual Property. b. Digital Property and Enhancements. Stantec exclusively owns and retains all right, title and interest in the Digital Property, including Enhancements that result from Client feedback. Stantec provides Client with an exclusive, non-transferable, non-sublicensable, perpetual license to the Digital Property in its current state as of the contract date. Stantec provides Client with a limited, non-exclusive, non-transferable, non-sublicensable, term license to access and use the Digital Property Enhancements, subject to the “Subscription” terms of this Agreement. c. Subscription. As a Subscriber of the Digital Property Stantec will provide Client with a limited, non-exclusive, non-transferable, non-sublicensable, term license to access and use the Digital Property Enhancements as defined in Schedule A and according to the Commercial Terms of the Subscription. Customer's use of the Subscription Services includes the right to access all functionality available in the Subscription Services during the Subscription Term. So long as Stantec does not materially degrade the functionality, as described in the Documentation, of the Subscription Services during the applicable Subscription Term (i) Stantec may modify the systems and environment used to provide the Subscription Services to reflect changes in technology, industry practices and patterns of system use, and (ii) update the Documentation accordingly. Subsequent updates, upgrades, enhancements to the Subscription Services made generally available to all subscribing customers will be made available to Customer at no additional charge, but the purchase of Subscription Services is not contingent on the delivery of any future functionality or features. New features, functionality or enhancements to the Subscription Services may be marketed separately by Stantec and may require the payment of additional fees. Stantec will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require an additional fee. d. Input Data. Input Data created and delivered under this Agreement shall be owned by Client. Client provides Stantec with a worldwide, perpetual, irrevocable, license to Input Data for purposes of performing its obligations under this Agreement and for the purposes of improving the quality or delivery of the Digital Property, for the creation of anonymized datasets for further analysis and use outside of this Agreement and for the development of new technologies and processes. Stantec exclusively owns and retains all right, title and interest in Stantec’s Pre-Existing Input Data. Stantec provides Client with a limited, non-exclusive, non-transferable, non-sublicensable, term license to use Stantec’s Pre-Existing Input Data, subject to the terms of this Agreement. Each Party shall hold license to third party data that it inputs into the Digital Property pursuant to the terms of its agreement with such third-party data provider. e. Output Data. Client exclusively owns and retains all right, title and interest in Output Data. Client provides Stantec with a worldwide, perpetual, irrevocable, license to Output Data for the purposes of performing its obligations under this Agreement and for the purposes of improving the quality or delivery of the Digital Property, for the creation of anonymized datasets for further analysis and use outside of this Agreement and for the development of new technologies and processes. Client agrees that the product of any such analysis is the exclusive property of Stantec. Stantec agrees to treat the Output Data as Client’s Confidential Information in accordance with the terms of this Agreement. f. Diagnostic Data. Stantec exclusively owns and retains all right, title and interest in Diagnostic Data. 6. Client Responsibilities. a. Client agrees not to, directly or indirectly, and shall ensure its Users do not: i. upload or distribute in any way files that contain viruses, corrupted files or any similar software or programs that may damage the operation of the Digital Property; ii. duplicate, modify, decompile, reverse engineer, or disassemble the Digital Property or create any derivative works thereof; iii. copy, sub-license, sell, rent, lease, distribute or otherwise transfer rights or provide any party with access to the Digital Property or any portion of the Digital Property; iv. use or replicate the Digital Property, or allow other parties to review the model or source code, use, or replicate the Digital Property to compete with Stantec in any aspect of Stantec’s business; v. provide access to the Digital Property to any third parties without the prior written consent of Stantec; or vi. use the Digital Property in any manner not authorized by this Agreement. b. The Parties will not reverse engineer, modify or create derivative works to avoid the terms of this Agreement. c. Client shall ensure that all Users are legally required to comply with the terms of this Agreement, including the confidentiality provisions contained herein. d. Client is responsible for, and shall indemnify Stantec for, any and all misuse, misappropriation, of the Digital Property as well as disclosure of Confidential Information, by Users. e. Client is responsible for all costs incurred by Users in accessing the Digital Property. 7. No Warranty. The Digital Property 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 the Digital Property will meet Client’s requirements, that the Digital Property 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 does not warrant or make any representations regarding the use, or the results of use, of the Digital Property or its interaction with Client's Data with respect to their correctness, accuracy, reliability, or otherwise. Stantec shall not be liable for any loss or damage suffered by Client arising from any defect in the Digital Property. 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, the Digital Property, 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 the Digital Property, 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. If 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; or (ii) $10,000.00 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 the Digital Property, excepting liability arising from Stantec’s gross negligence or willful misconduct. 10. 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 beyond its reasonable control or contemplation, including, but not limited to, labor strikes, riots, war, acts of governmental authorities, inability to obtain required materials or services, severe weather conditions or other natural catastrophe or acts of God. 11. 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. 12. 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 the Digital Property shall remain in full force and effect. 13. 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. 14. 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. 15. 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. 16. 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.   SCHEDULE B SCOPE AND TECHNICAL PARAMETERS OF DIGITAL PROPERTY 1. Implementation Services (a) Two (2) Sprints consisting of two-week duration from Stantec’s professional services team to configure the Digital Property services for Client’s authorized users (b) Online documentation/user manual describing the features and functions of the Digital Property 2. Technical Support is provided to users during business hours (08:00 - 17:00 EST (UCT-5) Monday to Friday). Support includes: (a) Private Module Registry Service outage notification (b) User authorization to system features (c) Assistance in accessing the Digital Property hosted from the subscribed cloud service (d) Troubleshooting and resolving questions regarding use of the Digital Property 3. Training (a) Training sessions can be arranged and shall be provided based upon the rates for as-needed services. 4. Security and Access (a) Stantec will take reasonable measures to secure 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, or infringement of any Client Data or User Access Credentials. (b) Model Platform Security: i. The Digital Property data repository and analytics engine are secured by Stantec. The Digital Property can only be accessed by authorized users who have the correct permissions and privileges. ii. All content on, and use of, the Digital Property falls under the umbrella of Stantec’s IT security policies, backup procedures, and disaster recovery protocols. (c) Digital Property Availability: i. The Digital Property is hosted on an industry leading, third-party 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 the Digital Property during this period. The Digital Property requires administrative maintenance from time to time and therefore during those periods access to the Digital Property could be affected. Stantec will make a reasonable effort to notify affected users of any planned outages. (d) User Access Credentials will be secured as follows: i. All Users must be authorized by a Stantec approved Azure B2C Identity Provider, or other such authorization services as may be used by the Digital Property in the future, to access the Digital Property. ii. The Digital Property client-side user interface will be accessible by authorized Users who have authenticated in the Azure B2C security model. Once an authorized User accesses the Digital Property, a security token cookie is used for the session and subject to a timeout if there is no activity. (e) Client Data will be secured as follows: Client Data can only be accessed by Users who have successfully authenticated using an approved MS Azure Identity Provider AND have sufficient authorization privileges to the data as configured in the Digital Property by the Client. (f) Data Recovery: i. Data stored within the Digital Property is backed up on a regular schedule and in the event of a data loss can be recovered from the backup. 5. Disclaimers and Limitations (a) Modeling Accuracy i. The models used in this work incorporate peer-reviewed techniques to predict dynamic behavior in the physical world. Representation of that behavior assumes complete and accurate information about the environments for which the models are developed. There are practical limitations to meeting this standard, and the user must note that those limitations can affect the predictions these models make. There may be elements that are not known or available to Stantec that can affect predictions including local physical conditions that are not resolvable at the model scale, or inputs and interactions that arise dynamically through behavior that are not included in model dynamics. Stantec does its best to mitigate or address these limitations and uncertainties as follows. ii. Stantec attempts to obtain representative science & engineering data, where agreed under the scope of work, using appropriate techniques, field programs, intrusive investigations, referencing published literature, and reviewing previous studies. In this manner, Stantec includes available and accepted science & engineering models to reduce epistemic uncertainty. iii. Stantec runs, where practical, multiple predictive simulations to identify credible outcomes. These probabilistic models do not mean that any particular outcome will occur in any real-world event, nor do they mean that unpredicted outcomes will not occur. The predicted outcomes are Stantec’s best effort to identify the locations and magnitudes of the most credible events. Interpretation of these predictions require an understanding of these uncertainties, high level of subject matter expertise, and good professional judgment.