MANAGED SERVICES AGREEMENT 
CGI Unify360
This is a Managed Services Agreement (“Agreement”) dated as of ______________ (the “Effective Date”) by and between ________________________ (“Client”), a ___________ corporation having a place of business at ¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬-____________________________________, and CGI Federal Inc. (“CGI”), a Delaware corporation having its principal place of business at 12601 Fair Lakes Circle, Fairfax, Virginia, 22030.  
This Agreement provides the general terms and conditions under which CGI will provide Client with access to its CGI Unify360 software application hosted in Microsoft’s Azure cloud (“CGI Software”). This Agreement is a sample agreement in connection with providing Client with view only access to a product demonstration, (“Demo Software”), and CGI may change the terms in this Agreement at any time, without notice, prior to negotiation and execution of a Managed Service Agreement which meets Client’s particular needs.   
I.	DEFINITIONS
Capitalized terms used in the Contract Documents will have the meanings given below or in the context in which the term is used, as the case may be.
A.	“Affiliate” of a party means any person or entity that directly or indirectly controls, is controlled by or is under common control with, the party.  As used in this definition, “control” means actual or equitable ownership of a majority of the voting securities of an entity (or other securities, partnership interests or means of electing or directing the management of the entity).
B.	 “CGI System” means the System, as defined below, and Third Party software to the extent that access to the Third Party Software is provided to CGI by or on behalf of Client.
C.	 “Change Order” means a written amendment to a Statement of Work that is prepared and signed by authorized representatives of both parties.
D.	 “Confidential Information” means proprietary, confidential, or trade secret information disclosed under this Agreement, as more fully defined in Section 7.
E.	“Content” means any information, data, or any other materials placed by Client and/or by CGI on the Client’s behalf onto the System or otherwise made available to CGI via the System.
F.	“Contract Documents” mean this Agreement (including its attached Exhibits) and Statements of Work issued under this Agreement, as well as any amendments and Change Orders.  
G.	“Demo Software” shall mean a demonstration version of the CGI Software.  For purposes of clarity, “Demo Software” is also “CGI Software.”  
H.	“Documentation” shall mean the softcopy or hardcopy documents supporting the functional and technical aspects of the CGI Software as such documents will be provided by CGI under the applicable Statement of Work. Documentation may include such items as user guides, functional reference documents, technical reference documents, on-line help and other documents.
I.	“Statement of Work” shall mean a written order for any System Services mutually accepted and executed by both parties, which shall be subject to the terms and conditions of this Agreement and which, at a minimum, shall contain a description of the work to be undertaken, applicable fees, service levels and the obligations and responsibilities of each party related to any such System Services.
J.	“System” means, collectively, all of the components of the infrastructure and computing environment (i.e. CGI or Third Party; facilities, hardware, operating systems, software applications and associated databases, tables, data and documentation and training materials), used by CGI in the performance of providing System Services, including the CGI Software and Microsoft Azure cloud.  
K.	“System Services” means the services to be provided by CGI as set forth under the Demo Software Terms (with respect to the Demo Software) or a Statement of Work (for all CGI Software other than the Demo Software) for hosting, installing and maintaining CGI Software and all related services and tasks. 
L.	"Third Party(ies)" shall mean any natural person or legal entity other than CGI and Client or their respective Affiliates.
M.	“Third Party Software” means a Third Party propriety software application, including but not limited to any software licensed under an open source license.
N.	“Updates” means a new version of the System Services, if and when developed after the effective date of the Statement of Work, which CGI makes generally available to its customers.  Updates include bug fixes, patches, error corrections, non-new platform changes, or minor modifications or revisions to the System Services that enhance existing performance.  Updates exclude Upgrades and new products, modules or functionality for which CGI generally charges a separate fee.
O.	“Upgrades” means a new release that may contain (i) new applications; (ii) major functionality enhancements or improvements; and/or (iii) a new platform, which CGI designates as an Upgrade and for which CGI charges a separate license fee or, at CGI’s election, new modules or products, or major releases that include significant feature enhancements or significant architectural modifications for which CGI charges an incremental upgrade.
II.	SCOPE 
A.	Services.  This Agreement provides the general terms and conditions on which CGI will provide certain System Services as further described defined in individual Statements of Work attached hereto and incorporated herein.  Notwithstanding the foregoing, the Demo Software Terms will describe the general terms and conditions on which CGI will provide the System Services for the Demo Software.
Subject to the terms of this Agreement, CGI hereby grants Client a non-exclusive, non-transferable right to use and access via the Internet the System Services and associated Documentation during the term of this Agreement, solely for Client’s own use and internal business purposes.
B.	Support, Upgrades and Updates.  
Updates to the Software, including the Demo Software, are provided when and if available, and CGI is under no obligation to develop any future programs or functionality.
Client may purchase Upgrades or new products from CGI, subject to additional fees, but CGI has no obligation to provide any Upgrades or new products to Client under this Agreement. 

C.	Authorization to Perform System Services.  Except in connection with the Demo Software which will be provided pursuant only these terms hereto, each instance in which CGI will perform System Services for Client will be authorized by execution of a Statement of Work.  Each such Statement of Work will constitute a separate contract between the signing parties incorporating the terms and conditions of this Agreement by reference.  Each Statement of Work will describe the System Services to be provided under it with specificity.  It will also identify the “Statement of Work Manager” for each party who will serve as that party’s principal point of contact with the other party for all matters pertaining to that Statement of Work.  Each party may change its Statement of Work Manager from time to time upon written notice to the other.  In the event a conflict exists between the terms and conditions of the Agreement and those of any Statement of Work, the terms of the Statement of Work will prevail for that Statement of Work only. 
D.	Affiliates.  An Affiliate of Client may order System Services from CGI, and an Affiliate of CGI may act as the provider of System Services for Client or its Affiliate(s) under a Statement of Work.  If an Affiliate of Client executes a Statement of Work, then for the purposes of that Statement of Work the term “Client” as used in this Agreement and the Statement of Work will be interpreted as a reference to Client’s Affiliate, rather than to Client itself.  If an Affiliate of CGI executes a Statement of Work, then for the purposes of that Statement of Work the term “CGI” as used in this Agreement and the Statement of Work will be interpreted as a reference to the CGI Affiliate, rather than to CGI itself. 
III.	PERFORMANCE OF THE SYSTEM SERVICES
A.	General.  Except in connection with the Demo Software which will be provided pursuant to these terms hereto, CGI will perform and provide to Client the System Services described in each Statement of Work issued under this Agreement in accordance with the provisions of such Statement of Work.  Unless and except to the extent the applicable Statement of Work expressly provides otherwise, Client shall use the System Services only for Client’s internal business purposes, not for resale or otherwise for the benefit of third parties.  
B.	Use of Third Party Suppliers.  Client acknowledges that CGI obtains products and services used in providing the System Services from, and otherwise delegate obligations hereunder to, it Affiliates or other Third Party suppliers.  Unless specifically indicated otherwise, CGI shall nevertheless be responsible to Client for performance of the System Services based on the use of such Affiliates or Third Party suppliers.
C.	Right to Make Changes to the System.  CGI may make any changes in the System used in performing the System Services that CGI determines in its sole discretion to be necessary or appropriate, including changes in facilities, computer hardware, systems and/or applications software, programming languages, data communications, and location of systems and service equipment.  CGI will provide prior notice (or, in the event of an emergency, prompt notice after the occurrence of such emergency) if CGI believes such changes have a reasonable likelihood of materially and adversely affecting Client’s use of the System. 

For full legal contract please contact Unify360info@cgifederal.com