State_of_Arizona_Amendment_25_Exhibit_E_-_PSLA_-_Redacted.pdf

Proprietary Software License Agreement - 1 - Confidential and Proprietary CGI Technologies and Solutions Inc.

Amendment 23 to CGI Response to the State of Arizona AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021

CGI TECHNOLOGIES AND SOLUTIONS INC.

PROPRIETARY SOFTWARE LICENSE AGREEMENT

This is a Proprietary Software License Agreement (“Agreement”) dated as of March 12, 2013 (the “Effective Date”) by and between the State of Arizona (“Client”) having a place of business at 100 N. 15th Avenue, Suite 201, Phoenix, AZ 85007, and CGI Technologies and Solutions Inc. (“CGI”), a Delaware corporation having its principal place of business at 11325 Random Hills Road, Fairfax, Virginia 22030.

1. LICENSE

A. CGI hereby grants to Client a perpetual, nonexclusive, nontransferable license commencing on the Effective Date to use the computer software components (the “Software”) and documentation (the “Documentation”) listed in Exhibit A on the terms and conditions of this Agreement. The term “Software” as used in this Agreement includes any maintenance releases to the Software that may be provided to Client from time to time under a separate maintenance agreement executed by the parties, if any, but specifically excludes any other modifications or customizations to the Software.

B. Client may use the Software only to process the work of the parties set forth in Exhibit A and only on the terms and conditions of this Agreement. Client may not use the Software as part of a commercial time-sharing or service bureau operation or in any other resale capacity. Client may use the Documentation solely in support of the Software.

C. This Agreement does not convey to Client title or ownership of the Software and Documentation, but only a right of limited use in accordance with this Agreement. All terms and conditions of this Agreement are material terms of the license granted by this Agreement.

D. The source code version of the CGI Software is installed during implementation;

however, the Client’s right to access and use such source code shall be pursuant to a source code license arrangement made available to the Client as a maintenance customer under the separate maintenance agreement executed between CGI and Client. Client is otherwise prohibited from using the source code under this Agreement.

2. LICENSE FEE

A. As compensation for the license provided under this Agreement, Client will pay the license fees in accordance with Exhibit A.

B. Client is a tax exempt entity and will provide CGI a copy of Client’s tax exemption certificate. If Client’s tax exempt status is modified or revoked during the term of this Agreement, Client agrees to pay directly or reimburse CGI for any taxes arising out of this Agreement or CGI’s performance under this Agreement, excluding taxes on CGI’s net income and all employer reporting and payment obligations with respect to its personnel. The license fees specified in Exhibit A are inclusive of estimated taxes at time of the agreement and subject to change based on State and Local Municipality tax rates.

The parties agree to amend this agreement if the tax rates change.

C. All fees and expenses are to be paid to CGI in United States Dollars, by wire transfer of funds to an account designated by CGI or by check sent to Bank of America, c/o CGI Technologies and Solutions Inc. at 12907 Collections Center Drive, Chicago, IL 60693.

CGI’s invoices are due and payable in full within thirty (30) calendar days from the date of the invoice. If Client does not pay an invoice within thirty (30) calendar days after the invoice date, CGI may add an interest charge of one and one-half percent (1½ %) per

Proprietary Software License Agreement - 2 - Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021 month, or the maximum rate allowed by law if less; this interest will begin to accrue on the day after the payment due date and will accumulate on the outstanding balance on a daily basis until paid in full. If there is a “Prompt Payment Act” that is applicable to this Agreement, the provisions of that Act are agreed to apply and the preceding sentence will be of no effect.

3. NONDISCLOSURE

A. “Confidential Information” means any and all information which is confidential or a trade secret and is furnished or disclosed to Client under this Agreement. The Software and Documentation are Confidential Information of CGI. Confidential Information includes the specific business terms of this Agreement and any other information that is marked as “proprietary,” “confidential” or “trade secret”, or in some other manner to indicate it is confidential or a trade secret.

B. Confidential Information will remain the property of CGI, and Client will not be deemed by virtue of this Agreement or any access to CGI’s Confidential Information to have acquired any right, title or interest in or to the Confidential Information. Client agrees:

(i) to hold the Confidential Information in strict confidence; (ii) to limit disclosure of the Confidential Information to Client’s own employees having a need to know the Confidential Information for the purposes of this Agreement; (iii) not to disclose any Confidential Information to any third party; (iv) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out its obligations and exercise its rights under this Agreement; and (v) to notify CGI promptly of any unauthorized use or disclosure of the Confidential Information and to cooperate with and assist CGI in every reasonable way to stop or minimize such unauthorized use or disclosure.

C. Client agrees that if a court of competent jurisdiction determines that Client has breached, or attempted or threatened to breach, its confidentiality obligations to CGI or CGI’s proprietary rights, money damages will not provide an adequate remedy. Accordingly, CGI will be entitled to seek appropriate injunctive relief and other measures restraining further attempted or threatened breaches of such obligations. Such relief or measures will be in addition to, and not in lieu of, any other rights and remedies available to CGI.

4. PERMISSION TO COPY THE SOFTWARE

A. Client may copy the Software for back-up and archival purposes. Client may copy the Documentation to support Client’s licensed use of the Software in accordance with this Agreement, subject to any restrictions specified in Exhibit A. Any copies Client makes of the Software or Documentation, in whole or in part, are CGI’s property.

B. Client agrees not to reverse engineer, decompile, disassemble or extract, as applicable, any ideas, algorithms or procedures from the Software or Documentation for any reason.

C. Client agrees to reproduce and include CGI’s copyright, trademark, and other proprietary rights notices on any copies of the Software and Documentation, including partial copies and copied materials in derivative works.

5. LIMITED WARRANTIES AND REMEDIES FOR BREACH OF WARRANTY

A. CGI warrants that, during the Warranty Period specified in Exhibit A, performance of the Software will not deviate materially from its specifications as identified in Exhibit A (the

Proprietary Software License Agreement - 3 - Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021

“Specifications”). A material deviation of the Software from its Specifications is referred to in this Agreement as an “Error.” If Client believes there has been a breach of this warranty it must notify CGI in writing within the Warranty Period describing the Error in sufficient detail to enable CGI to recreate it. If there has been a breach of this warranty, then CGI’s sole obligation, and Client’s exclusive remedy, will be for CGI to correct or modify the Error at no charge. CGI may investigate and correct breaches of warranty at CGI’s offices to the extent possible. If Client requires CGI to travel to Client’s place of business to correct a breach of warranty that could have reasonably been corrected at CGI’s place of business, Client will reimburse CGI for the reasonable travel time and reimbursable expenses of CGI’s personnel. If a reported breach of warranty is attributable to a cause other than a breach of this warranty, then CGI will be entitled to payment for its investigation and correction efforts on a time and materials basis at CGI’s then-current rates.

B. CGI warrants that the Software and Documentation do not infringe any third party copyrights, patents or trade secrets that exist on the Effective Date and that arise or are enforceable under the laws of the United States of America.

(1) If a third party brings an action against Client making allegations that, if true, would constitute a breach of this warranty, then CGI will, at its own expense and subject to the provisions of Section 7.B, defend, indemnify and hold Client harmless in such proceeding, and CGI will pay all settlements, costs, damages and legal fees finally awarded.

(2) If such a proceeding is brought or appears to CGI to be likely to be brought, CGI may, at its sole option and expense, either obtain the right for Client to continue using the allegedly infringing item(s) or replace or modify the item(s) to resolve such proceeding. If CGI finds that neither of these alternatives is available to it on commercially reasonable terms, CGI may require Client to return the allegedly infringing item(s), in which case Client will receive a refund of the amounts paid by it for the returned item(s), less a reasonable adjustment for depreciation of the returned item(s).

This Section 5.B states CGI’s entire obligation to Client and Client’s exclusive remedy with respect to any claim of infringement and is in lieu of any implied warranties of non-infringement or non-interference with use and enjoyment of information.

C. CGI is not responsible for any claimed breaches of the foregoing warranties caused by:

(i) modifications made to the Software or Documentation by anyone other than CGI and its subcontractors working at CGI’s direction; (ii) the combination, operation or use of the Software or Documentation with any items that CGI did not supply; (iii) Client’s failure to use any new or corrected versions of the Software or Documentation made available by CGI; or (iv) CGI’s adherence to Client’s specifications or instructions.

D. CGI does not warrant that the Software will be error-free or that its operation will be uninterrupted. Client acknowledges that it is responsible for the results obtained from use of the Software, including without limitation the completeness, accuracy and content of such results.

E. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, INTEGRATION, PERFORMANCE AND ACCURACY AND ANY

Proprietary Software License Agreement - 4 - Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021

IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING,

COURSE OF PERFORMANCE OR USAGE OF TRADE.

6. LIMITATION OF LIABILITY

A. If Client should become entitled to claim damages from CGI (including without limitation, for breach of contract, breach of warranty, negligence or other tort claim), CGI will be liable only for the amount of Client’s actual direct damages, not to exceed (in the aggregate for all claims) the amount of the license fees paid by Client to CGI for the applicable Software and Documentation. This limit also applies to CGI’s licensors. It is the maximum liability for which CGI and its licensors are collectively responsible.

B. In no event will CGI or any person or entity involved in the creation, manufacture or distribution of any software, services or other materials provided by CGI under this Agreement be liable for: (i) any damages arising out of or related to the failure of Client or its affiliates or suppliers to perform their responsibilities; (ii) any claims or demands of third parties (other than those third party claims covered by Sections 5.B(1) or 7.A); or

(iii) any lost profits, loss of business, loss of data, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if CGI has been advised of the possibility of such damages.

C. The foregoing limitations do not apply to the payment of settlements, costs, damages and legal fees referred to in Sections 5.B(1) or 7.A. The limitations of liability set forth in this Section 6 will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.

7. INDEMNIFICATION

A. CGI will, at its own expense and subject to the provisions of Section 7.B, defend, indemnify and hold Client harmless from and against all liabilities, claims, losses, damages, costs and expenses (including reasonable attorneys’ fees) for personal injury and damage to tangible property to the extent arising out of CGI’s negligence or intentional tortious conduct.

B. CGI’s indemnification obligations specified in this Agreement are conditioned upon the Client promptly notifying CGI in writing of the proceeding, providing CGI a copy of all notices received by Client with respect to the proceeding, cooperating with the CGI in defending or settling the proceeding, and allowing CGI to control the defense and settlement of the proceeding, including the selection of attorneys. The Client may observe the proceeding and confer with CGI at its own expense.

8. TERMINATION

A. If a party believes that the other party has materially failed to perform a fundamental obligation under this Agreement (a “Breach”), then that party may provide written notice directed to the breaching party describing the alleged Breach in reasonable detail and containing a reference to this Section 8.A. If the breaching party does not, within thirty

(30) calendar days after receiving such written notice, either (i) cure the Breach or (ii) if the Breach is not one that can reasonably be cured within thirty (30) calendar days, develop a plan to cure the Breach and diligently proceed according to the plan until the Breach has been cured, then the non-breaching party may terminate this Agreement for cause by written notice to the breaching party. If Client breaches the restrictions imposed

Proprietary Software License Agreement - 5 - Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021 under Section 1 or its nondisclosure obligations under Section 3, CGI will have the right, without affecting any other rights and remedies CGI may have, to terminate this Agreement immediately upon written notice to Client. Termination of this Agreement will be in addition to, and not in lieu of, other remedies available to the terminating party under this Agreement.

B. Within thirty (30) calendar days after the expiration or termination of this Agreement for any reason, Client must, at CGI’s option, either deliver to CGI or destroy the original and all copies (including partial copies) of the Software, the Documentation, all CGI Confidential Information, and any other materials provided by CGI under this Agreement, including copied portions contained in derivative works, and certify in writing to CGI that Client has fully performed its obligations under this paragraph.

C. Any provision of this Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Agreement, including but not limited to Sections 3 and 6.

9. LAW AND DISPUTES

A. Any claim, controversy or dispute arising under or related to the Agreement will be governed by the laws of the Commonwealth of Virginia, without regard to any provision of Virginia law that would require or permit the application of the substantive law of any other jurisdiction. Notwithstanding anything to the contrary, the parties expressly agree that the provisions of the Uniform Commercial Code (UCC) as enacted under state and federal law, and the Uniform Computer Information Transactions Act (UCITA) as enacted under Va. Code Ann. §59.1-501.1 et seq., or as set forth in any other Virginia or other statute of any state, or as may be amended or modified, applicable as of the effective date of this Agreement or thereafter, shall not apply to this Agreement.

B. Any question or dispute arising out of or relating to this Agreement will be settled by arbitration in accordance with the American Arbitration Association’s Commercial Arbitration Rules and the Supplementary Procedures for Large, Complex Disputes, and judgment on the award may be entered in any court having jurisdiction. The seat of the arbitration will be Washington, D.C. The arbitrators will have no authority to award any damages that are excluded by the terms and conditions of this Agreement. Either party will have the right to apply at any time to a judicial authority for appropriate injunctive or other interim or provisional relief, and will not by doing so be deemed to have breached its agreement to arbitrate or to have affected the powers reserved to the arbitrators.

C. At the written request of either party, the parties will attempt to resolve any dispute arising under or relating to this Agreement through the informal means described in this Section 9.C. Each party will appoint a senior management representative who does not devote substantially all of his or her time to performance under this Agreement. The representatives will furnish to each other all non-privileged information with respect to the dispute that the parties believe to be appropriate and germane. The representatives will negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. Formal proceedings for the resolution of the dispute may not be commenced until the earlier of: (i) the designated representatives conclude that resolution through continued negotiation does not appear likely; or (ii) thirty (30) calendar days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to

Proprietary Software License Agreement - 7 - Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021 war; acts of government; acts of terrorism; fires; floods; storms; explosions; earthquakes or accidents; unusually severe weather; epidemics or public health restrictions; strikes or labor troubles causing cessation, slowdown or interruption of work; failures or fluctuations in electrical power, heat, light, air conditioning or telecommunication equipment; and other similar events, or any event referred to above preventing a subcontractor from performing its obligations under a subcontract. In the event of a Force Majeure, (i) the party experiencing the Force Majeure shall exercise due diligence in endeavoring to overcome any Force Majeure impediments to its performance and shall provide prompt notice to the other party of the Force Majeure; and (ii) the time for performance shall be extended by a period equal to the delay caused by the Force Majeure and, if warranted, the fees payable to CGI shall be equitably adjusted.

C. Client may not assign or otherwise transfer this Agreement without CGI’s prior written consent, which will not be unreasonably withheld. Any purported assignment in violation of the preceding sentence will be void. This Agreement will be binding upon the parties’ respective successors and permitted assigns.

D. This Agreement constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Agreement. This Agreement may be modified or amended solely in a writing signed by both parties.

E. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties.

F. No failure or delay by a party in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If a party waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy the party may have under this Agreement.

G. During the term of this Agreement and for twelve (12) months after its expiration or termination, neither party will, either directly or indirectly, solicit for employment or employ (except as permitted below) by itself (or any of its Affiliates) any employee of the other party (or any of its Affiliates) who was involved in the performance of the party’s obligations under this Agreement, unless the hiring party obtains the written consent of the other party. For purposes of this Agreement, “Affiliates” means any other entity that directly or indirectly controls, or is under common control with, or is controlled by, the party. The foregoing provision will not (i) prohibit a general solicitation of employment in the ordinary course of business or prevent a party from employing any employee who contacts such party as a result of such a general solicitation; or (ii) be read so as to limit employment opportunities to an extent that would not be permitted under applicable law (e.g., California law).

Proprietary Software License Agreement - 8 - Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021

H. The Exhibits referred to in and attached to this Agreement are made a part of it as if fully included in the text.

Each party has caused its authorized representative to execute this Agreement as of the Effective Date.

CGI Technologies and Solutions Inc. (CGI) State of Arizona (Client)

By:

By:

Name: Surabhi Subramanyam Name:

Title: Senior Vice President Title:

PSLA (Exhibit E) – Amendment #23 Page 1 CGI Technologies and Solutions Inc.

CGI TestSavvy Software License Agreement Confidential

EXHIBIT A

Proprietary Software License Agreement

1. Licensed Software. CGI is licensing to Client the following computer software components, comprising the Software:

CGI Advantage® Financial Management System 3.11 and 4 including:

CGI Advantage® Financial Management Base System CGI Advantage Project and Grants Management (part of Financial Management Base System) CGI Advantage State Reciprocal Program (part of Financial Management Base System) CGI Advantage Asset Management CGI Advantage Advantage Grants Lifecycle Management CGI Advantage Cash Management (comprised of Treasury Accounting and Debt Management) CGI Advantage Inventory Management – Added with Amendment 18 CGI Advantage 1099 Reporting – Added with Amendment 18 CGI Advantage Travel and Expense Management

CGI Advantage Procurement Professional System including:

CGI Advantage Vendor Self Service

Note: The Procurement System is a restricted license, limited use to enable integration with the State’s existing Procurement application

CGI Advantage Performance Budgeting:

Budget Formulation Salary and Benefit Forecasting Budget Book Publishing Performance Budgeting Dashboard

CGI Advantage Human Resource Management System including:

CGI Advantage Human Resources CGI Advantage HR Self Service (includes Employee Self Service) Note: The Human Resource Management System is a restricted license, limited to the use in supporting the State’s Labor Distribution functions, integration with the State’s existing HR system (HRIS) and Travel functions.

CGI infoAdvantage Server Bundle – Maintenance Services cancelled July 1, 2026 with this Amendment 23

CGI Advantage Insight – added with Amendment 23 Note: Advantage Insight usage is limited to 100 concurrent users

CGI Advantage Intelligence including: – added with Amendment 23

CGI Advantage Sofia CGI Advantage Flow CGI Advantage Assistant

PSLA (Exhibit E) – Amendment #23 Page 2 CGI Technologies and Solutions Inc.

Note: Advantage Assistant, Sofia, and Flow usage are limited to 200 concurrent users.

Advantage Assistant license is limited to 3 users to create and post up to 250 videos.

CGI TestSavvy for 3 instances to be used for test automation – added with Amendment 23 [Governed by terms attached hereto with this Amendment 23]

All software is available for electronically download via the CGI Advantage website.

2. Licensed Documentation. The Specifications for the Software are as set forth in the following documentation available for download on the CGI website (https://sc.cgi.com/advantage/) or packaged with the Software installation; referred to in this Agreement as the “Documentation.”

Documentation for Bundled or Additional Third Party Software is available on the applicable third party website.which CGI will deliver to Client, and which is collectively referred to in this Agreement as the “Documentation”:

Web based Advantage Financial VSS System Administration Guide

Web based Advantage Financial Vendor Self Service Users Guide

Web based Advantage Financial Users Guide

Web based Advantage Financial Upgrade Overview Guide

Web based Advantage Financial Upgrade Manager User Guide

Web based Advantage Financial Treasury Accounting User Guide

Web based Advantage Financial System Overview

Web based Advantage Financial System Administration Guide

Web based Advantage Financial Procurement User Guide

Web based Advantage Financial Performance Tuning

Web based Advantage Financial Global Attributes User Guide

Web based Advantage Financial Getting Started Guide

Web based Advantage Financial Fixed Assets User Guide

Web based Advantage Financial Financial System Administration Guide

Web based Advantage Financial Developer Guide

Web based Advantage Financial Administration Installation Guide Part 5

Web based Advantage Financial Administration Installation Guide Part 3

Web based Advantage Financial Administration Installation Guide Part 2

Web based Advantage Financial Administration Installation Guide Part 1

Web based Advantage HRM User Guide

Web based Advantage HRM Upgrade Overview Guide

Web based Advantage HRM System Overview Guide

PSLA (Exhibit E) – Amendment #23 Page 3 CGI Technologies and Solutions Inc.

Web based Advantage HRM System Administration Guide

Web based Advantage HRM Performance Tuning Guide

Web based Advantage HRM Payroll Engine System Admin Guide

Web based Advantage HRM Payroll Engine Developer Guide

Web based Advantage HRM HRM System Administration Guide

Web based Advantage HRM HRM Installation Guide Part 4

Web based Advantage HRM HRM Installation Guide Part 1

Web based Advantage HRM Getting Started Guide

Web based Advantage HRM ESS User Guide

Web based Advantage HRM Developer Guide

Web based Advantage HRM Administration Installation Guide Part 3

Web based Advantage HRM Administration Installation Guide Part 2

Web based Advantage HRM Administration Installation Guide Part 5

Web based Advantage HRM Tax Reporting Supplement infoAdvantage Installation Guide infoAdvantage Budget Structure ETL Guide infoAdvantage Developer Guide infoAdvantage Universes Reports Guide infoAdvantage System Administration Guide

Performance Budgeting User Guide

Performance Budgeting WebSphere Cluster Installation Guide

Performance Budgeting Installation Guide

Performance Budgeting Extensibility Guide

3rd Party Documentation as applicable

The Documentation is available for download electronically via the CGI Advantage website.

3. License Type. The Software is licensed to Client on the following basis:

Site License. Client is permitted to use the Software at the computer facility or facilities listed below with the exception of CGI infoAdvantage which is a server license. In the event of the failure of the computers at the listed location(s), Client may use the Software at a back-up computer facility in the same country until operations at the primary facility have been restored.

Site to be determine prior to Go Live.

Server License. Client is permitted to use the Software on one (1) server.

Should Client desire to use the Software for additional named users or at additional facilities, as the case may be, Client may purchase additional licenses at CGI’s then-current prices.

PSLA (Exhibit E) – Amendment #23 Page 9 CGI Technologies and Solutions Inc.

CGI TestSavyy Software License Agreement

This Software License Agreement (“License Agreement”) is between CGI Technologies and Solutions Inc.

(“CGI”), a Delaware corporation located at 11325 Random Hills Road, Fairfax, Virginia 22030, and the State of Arizona located at 100 N 15th Ave, Suite 305, Phoenix, AZ 85007 (“State” or “Client”).

1. License. Subject to the terms and conditions of this License Agreement, CGI grants State a non‐exclusive, non‐transferable, license to use the following components of CGI’s TestSavvy software components listed in Attachment 1 attached hereto (the “Software”).

2. Use. State may install the Software in its own facilities and use it in the operation of a service bureau (Testing as a Service) for its customers subject to the limitations in Attachment 1 attached hereto. State may not use the Software in any other resale capacity.

3. Term. This License Agreement shall begin on the Effective Date of Amendment #23 and continue unless and until terminated in accordance with the terms of this License Agreement.

4. License. CGI is providing the Software to the State in support of the Services provided by CGI under Amendment #23. In the event State terminates this License Agreement or terminates the Agreement prior to the term, State may enter into a separate license agreement for purchase of the Software listed in Attachment 1 attached hereto and any support services at CGI’s then‐current rates.

5. Copies/Ownership. This License Agreement does not transfer any title to or ownership of the Software or any related materials to State, but only a right of limited use in accordance with this License Agreement.

State may access the Software on as many computers as is reasonably necessary for its use in accordance with this License Agreement. Except as provided in this section, State may not copy the Software or related materials, in whole or in part, for any purpose. The Software and related materials, and any copies thereof, are proprietary to CGI and its licensors, and title in each of them, including without limitation all applicable rights to patents, copyrights, trademarks, and trade secrets, remains solely in CGI and its licensors. State agrees not to sell, lease, distribute, reverse engineer, decompile, disassemble or extract, as applicable, ideas, algorithms or procedures from the Software or CGI‐supplied documentation (“Documentation”) for any purpose. State shall not remove, change or mask any CGI logo, trademark or copyright notice on the Software. State shall not re‐brand the Software.

6. Services. CGI will make reasonable efforts to correct any Errors identified by State in the Software. The license does not include any other services including, but not limited to, implementation support or other support services for the Software. Any such additional services will be performed under a separate agreement.

7. Confidentiality. The Software, as well as any related information that is marked as confidential, trade secret, or in a similar manner and that is disclosed to State by CGI hereunder, is confidential information, the disclosure of which would cause substantial harm to CGI. State may not permit any third party to access or use the Software, other than its third party contractors who have a need to use the Software and who have agreed in writing to be bound by restrictions on disclosure of the Software which are at least as restrictive as those set out herein, provided that such third party contractor does not offer software or services competitive with the Software. State agrees to provide the confidential information only to its employees or agents who have a need to know such information and who have agreed in writing to: (i) hold the confidential information in strict confidence; (ii) not to disclose any confidential information to any third

PSLA (Exhibit E) – Amendment #23 Page 10 CGI Technologies and Solutions Inc.

party except as otherwise provided herein; and (iii) use the confidential information solely in accordance with the terms of this License Agreement.

8. Warranty.

A. CGI warrants that, for thirty (30) days from the date of availability of the Software or performance of the Services (the “Warranty Period”) (i) performance of the Software will not deviate materially from its Documentation and (ii) the Services will be performed in a good and workmanlike manner consistent with applicable industry standards. A material deviation of the Software from its Documentation is referred to in this License Agreement as an “Error.” CGI’s sole obligation, and State’s exclusive remedy for a breach of this warranty will be for CGI to correct or modify the Error at no charge. However, if CGI is unable to correct a breach of this warranty after repeated efforts, State will also be entitled to an equitable adjustment in the charges for the Software (up to the total amount of such charges under this License Agreement) to reflect any reduction in the value of the Software as a result of the uncorrected Error. If a reported breach of warranty is attributable to a cause other than a breach of this warranty, then CGI will be entitled to payment for its investigation and correction efforts on a time and materials basis at CGI’s then‐current rates.

B. CGI warrants that the Software and Documentation do not infringe any third party copyrights, patents or trade secrets that exist on the Effective Date and that arise or are enforceable under the laws of the United States of America.

(1) If a third party brings an action against State making allegations that, if true, would constitute a breach of this warranty, then CGI will, at its own expense and subject to the provisions of this Section 8.B, defend, indemnify and hold State harmless in such proceeding, and CGI will pay all settlements, costs, damages and legal fees finally awarded.

(2) If such a proceeding is brought or appears to CGI to be likely to be brought, CGI may, at its sole option and expense, either obtain the right for State to continue using the allegedly infringing item(s) or replace or modify the item(s) to resolve such proceeding. If CGI finds that neither of these alternatives is available to it on commercially reasonable terms, CGI may require State to return the allegedly infringing item(s), in which case State will receive a refund of the amounts paid by it for the returned item(s), less a reasonable adjustment for depreciation of the returned item(s).

This Section 8.B states CGI’s entire obligation to State and State’s exclusive remedy with respect to any claim of infringement and is in lieu of any implied warranties of non‐infringement or non‐interference with use and enjoyment of information. CGI’s indemnification obligation is conditioned upon State promptly notifying CGI in writing of the proceeding, providing CGI a copy of all notices received by State with respect to the proceeding, cooperating with the CGI in defending or settling the proceeding, and allowing CGI to control the defense and settlement of the proceeding, including the selection of attorneys. The State may observe the proceeding and confer with CGI at its own expense.

C. CGI is not responsible for any claimed breaches of the foregoing warranties caused by: (i) modifications made to the Software or Documentation by anyone other than CGI and its subcontractors working at CGI’s direction; (ii) the combination, operation or use of the Software or Documentation with any items that CGI did not supply; (iii) State’s failure to use any new or corrected versions of the Software or Documentation made available by CGI; or (iv) CGI’s adherence to State’s specifications or instructions.

D. CGI does not warrant that the Software will be error‐free or that its operation will be uninterrupted.

State acknowledges that it is responsible for the results obtained from use of the Software, including without limitation the completeness, accuracy and content of such results.

PSLA (Exhibit E) – Amendment #23 Page 11 CGI Technologies and Solutions Inc.

E. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, PERFORMANCE AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

9. Limitation of Liability. If State should become entitled to claim damages from CGI for any reason under this License Agreement (including without limitation, for breach of contract, breach of warranty, negligence or other tort claim), CGI will be liable only for the amount of State’s actual direct damages, not to exceed (in the aggregate for all claims) the amounts paid by State to CGI for the twelve (12) month period just prior to the claim. In no event will CGI be liable for any claims or demands of third parties or any lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if CGI has been advised of the possibility of such damages.

10. Audit. CGI shall have the right to audit State’s compliance with this License Agreement remotely no more frequently than quarterly. State shall provide CGI an electronic means to access the Software for the purposes of audit and support.

11. Termination. CGI may terminate this License Agreement for convenience upon thirty (30) days’ written notice to State. In such event, any active licenses shall continue until their expiration. All terms and conditions of this License Agreement are material terms of the license granted by this License Agreement.

The violation of any term or condition of this License Agreement will constitute grounds for CGI to immediately terminate this License Agreement. Within fifteen (15) days after the expiration of a license period or termination of this License Agreement for any reason, State must deliver to CGI or destroy the original and all copies (including partial copies) of the Software, the Documentation, and any other materials provided under this License Agreement. State must certify in writing to CGI that State has fully performed its obligations under this paragraph within the fifteen (15) day period after expiration or termination of this License Agreement.

12. General. This License Agreement, together with the SOW, is the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to its subject matter. This License Agreement may be modified or amended solely in a writing signed by both parties. This License Agreement will be governed by the laws of the State of Arizona, without regard to any provision of Arizona law that would require or permit the application of the substantive law of any other jurisdiction. The provisions of this License Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. In addition, if any provision of this License Agreement is declared to be unenforceable, the parties shall substitute an enforceable provision that, to the maximum extent possible in accordance with law, preserves the original intentions and economic positions of the parties. State may not assign or otherwise transfer this License Agreement or any of the rights that it grants without the prior written consent of CGI. No failure or delay by either party in exercising any right, power or remedy will operate as a waiver, and no waiver will be effective unless it is in writing and signed by the waiving party. Any provision of this License Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this License Agreement. This License Agreement is separate and distinct from any services associated with the Software licensed hereunder.

PSLA (Exhibit E) – Amendment #23 Page 12 CGI Technologies and Solutions Inc.

CGI TESTSAVVY

SOFTWARE LICENSE AGREEMENT

ATTACHMENT 1

1. Software.

CGI is licensing the following Software to the State. This License Agreement permits three (3) instances of

TestSavvy to execute test cases utilizing the below Software. Additional licenses must be purchased if additional TestSavvy instances are required. Upon the State’s written request, CGI will issue the State a license key, which will be valid for one (1) year from issuance.

TestSavvy Web UI*

TestSavvy Execute

*TestSavvy Automate is not included

Microsoft Power BI and Azure Terms of Use Confidential

CGI TECHNOLOGIES AND SOLUTIONS INC.

MICROSOFT TERMS OF USE

Microsoft Customer Agreement This Microsoft Customer Agreement (the “Agreement”) is between Customer and Microsoft and consists of these General Terms, the applicable Use Rights and SLAs, and any additional terms Microsoft presents when an order is placed. This Agreement takes effect when the Customer accepts these General Terms.

The individual who accepts these General Terms represents that he or she is authorized to enter into this Agreement on behalf of the Customer.

General Terms These General Terms apply to all of Customer’s orders under this Agreement. Capitalized terms have the meanings given under “Definitions.”

License to use Microsoft Products

a. License grant. Products are licensed and not sold. Upon Microsoft’s acceptance of each order and subject to Customer’s compliance with this Agreement, Microsoft grants Customer a nonexclusive and limited license to use the Products ordered as provided in the applicable Use Rights and this Agreement. These licenses are solely for Customer’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.

b. Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period unless renewed. Licenses granted for metered Products billed periodically based on usage continue as long as Customer continues to pay for its usage of the Product. All other licenses become perpetual upon payment in full.

c. Applicable Use Rights. For perpetual licenses, the Use Rights in effect when Customer orders a Product will apply. For subscriptions, the Use Rights in effect at the start of each subscription period will apply. Customers with subscriptions for Software may use new versions released during the subscription period subject to the Use Rights in effect when those versions are released. For metered Products billed periodically based on usage, the Use Rights in effect at the start of each billing period will apply during that period. Microsoft may update the Use Rights periodically, but material adverse changes for a particular version will not apply during the applicable license, subscription, or billing period.

d. End Users. Customer will control access to and use of the Products by End Users and is responsible for any use of the Products that does not comply with this Agreement.

e. Affiliates. Customer may order Products for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Microsoft. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement.

f. Reservation of Rights. Microsoft reserves all rights not expressly granted in this Agreement.

Products are protected by copyright and other intellectual property laws and international treaties.

No rights will be granted or implied by waiver or estoppel. Rights to access or use a Product on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices.

g. Restrictions. Except as expressly permitted in this Agreement or Product documentation, Customer must not (and is not licensed to):

(1) reverse engineer, decompile, or disassemble any Product, or attempt to do so;

(2) install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms;

(3) work around any technical limitations in a Product or restrictions in Product documentation;

(4) separate and run parts of a Product on more than one device;

(5) upgrade or downgrade parts of a Product at different times;

(6) transfer parts of a Product separately; or

(7) distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them to offer hosting services to a third party.

h. License transfers. Customer may only transfer fully-paid, perpetual licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (a) a divestiture of all or part of an Affiliate or (b) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Product and render any copies unusable. Customer must notify Microsoft of a License transfer and provide the transferee a copy of these General Terms, the applicable Use Rights and any other documents necessary to show the scope, purpose and limitations of the licenses transferred.

Attempted license transfers that do not comply with this section are void.

i. Customer Eligibility. Customer agrees that if it is purchasing academic, government or nonprofit offers, Customer meets the respective eligibility requirements (https://aka.ms/eligiblitydefinition).

Microsoft reserves the right to verify eligibility and suspend product use if requirements are not met.

Non-Microsoft Products.

Non-Microsoft Products are provided under separate terms by the Publishers of such products. Customer will have an opportunity to review those terms prior to placing an order for a Non-Microsoft Product through a Microsoft online store or Online Service. Microsoft is not a party to the terms between Customer and the Publisher. Microsoft may provide Customer’s contact information and transaction details to the Publisher. Microsoft makes no warranties and assumes no responsibility or liability whatsoever for Non-Microsoft Products. Customer is solely responsible for its use of any Non-Microsoft Product.

Verifying compliance.

Customer must keep records relating to Products it and its Affiliates use or distribute. At Microsoft’s expense, Microsoft may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, Microsoft may engage an independent auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Microsoft or the auditor reasonably requests related to the verification and access to systems running the Products. If verification or self-audit reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use. Without limiting Microsoft’s other remedies, if unlicensed use is 5% or more of Customer’s total use of all Products, Customer must reimburse Microsoft for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Customer price or the maximum allowed under applicable law, if less. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.

Privacy.

Personal Data. Customer consents to the processing of Personal Data by Microsoft and its Affiliates, and their respective agents and subcontractors, as provided in this Agreement. Before providing Personal Data to Microsoft, Customer will obtain all required consents from third parties (including Customer’s contacts, Partners, distributors, administrators, and employees) under applicable privacy and data protection laws.

Location of Personal Data. To the extent permitted by applicable law, Personal Data collected under this Agreement may be transferred, stored and processed in the United States or any other country in which Microsoft or its Affiliates, or their respective agents and subcontractors, maintain facilities.

Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland.

Confidentiality.

a. Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this Agreement, and Customer’s account authentication credentials.