HomeMy Public PortalAboutMaster Account Services Agreement-2-6-19Major Accounts Services I Annex B
Payroll, Employment Tax, Wage Payment and Employment Verifications Services
A more human resource.
4.2.1 Provision of Information; Contesting Claims. Client will on an ongoing basis provide ADP and not prevent ADP
from furnishing all information necessary for ADP to perform the SUI Management Services within the timeframes
established or specified by ADP. The foregoing information includes without limitation the claimants' names,
relevant dates, wage and separation information, state -specific required information. and other documentation to
support responses to unemployment compensation agencies.
4.2.2 Transfer of Data. Client may transfer the information described in Section A to ADP via: (i) on-line connection
between ADP and Client's computer system, or (ii) inbound data transmissions from Client to ADP. Client will
provide the data using mutually acceptable communications protocols and delivery methods. Client will promptly
notify ADP in writing if Client wishes to modify the communication protocol or delivery method.
4.2.3 Client acknowledges that. ADP is not providing storage or record keeping of Client records as part of the SUI
Management Services, and that if the SUt Management Services are terminated, ADP may, in conformity with
Section 4 of Annex A, dispose of all such records. If the SUI Management Services are terminated, any access
Client has to ADP websites containing Client's data will expire and Client will be responsible for downloading and
gathering all relevant data prior to expiration of any such access that may have been granted.
5 Employment Verification Services. Client desires to receive and ADP agrees to provide the following Services to Client in addition
to those already provided under the Agreement.
5.1 Definitions. Unless a capitalized term used herein is defined herein, it shall have the same meaning ascribed that term in the
Agreement.
5.1.1 "FCRA" Fair Credit Reporting Act, 15 U.S.C. §1581 et seq.
5.1.2 "Verification Agent" has the meaning set forth in Section 5.2.1.1
5.1.3 'Verification Data" has the meaning set forth in Section 5.2.1.1.
5.1.4 "Verifiers" has the meaning set forth in Section 5.2.1.1.
5.2 Additional Terms. To the extent Client has not opted out of receipt of Employment Verification Services, the following
additional terms and conditions shall apply:
5.2.1 Verification Services and Authorization as Agent.
5.2.1.1 ADP currently provides the Employment Verification Services through The Work Number®, an Equifax Workforce
Solutions service though ADP reserves the right to provide them through another entity (each, a 'Verification
Agent"). Notwithstanding anything to the contrary in Section 4.1 of Annex A, Client authorizes ADP and its
Verification Agents to disclose, on Client's behalf, employment information (including employees' place of
employment and employment status) and income information (including total wages per year to date and previous
year income) of Client and Client's employees (or former employees) (collectively, 'Verification Data"), to
commercial, private, non-profit and governmental entities and their agents (collectively, "'Verifiers"), who wish to
obtain or verify any of Client's employees' (or former employees') Verification Data. Verification Data will be
disclosed to Verifiers who certify they are entitled to receive such data (as described below) pursuant to the FCRA,
and, in the case of income information requests, who additionally certify they have a record of the employee's
consent to such disclosure or who utilize a salary key. In accordance with FCRA, Verification Data may be provided
to Verifiers where (i) the employee has applied for a benefit (such as credit, other employment or social services
assistance); (ii) the employee has obtained a benefit and the Verifier is seeking to (a) determine whether the
employee is qualified to continue to receive the benefit; and/or (b) collect a debt or enforce other obligations
undertaken by the employee in connection with the benefit; or (iii) the Verifier is otherwise entitled under FCRA to
obtain the Verification Data. In certifying they have a record of the employee's consent, Verifiers generally rely on
the employee's signature on the original application as authorization for the Verifier to access the employee's
income data at the time of the application and throughout the life of the obligation. Client understands that Verifiers
are charged for commercial verifications processed through ADP or its Verification Agents.
5.2.1.2 Data Quality. If requested by ADP, Client agrees to work with ADP during implementation to produce a test file and
validate the Verification Data included in the Verification Services database using validation reports made available
by ADP or its Verification Agents. If Client uses ADP's hosted payroll processing services, ADP will update the
Verification Services database with the applicable Verification Data available on ADP's payroll processing system.
5.2.1.3 Notice to Furnishers of information: Obligations of Furnishers of Information ("Notice to Furnishers").
Client certifies that it has read the Notice to Furnishers provided to Client at the following URL:
https://www.consumer.ftc.gov/artictes/pdf-0092-notice-to-furnishers.pdf, Client understands its obligations as a data
furnisher set forth in such notice and under FCRA which include duties regarding data accuracy and investigation of
disputes, and certifies it will comply with all such obligations. Client further understands that if it does not comply
with such obligations, ADP may correct incorrect Verification Data on behalf of Client or temiinate the Employment
Verification Services upon 90 days prior written notice to Client.
5.2.1.4 Archival Copies. Notwithstanding anything to the contrary in Annex A, Client agrees that, after the termination of
this Agreement, ADP and its Verification Agents may maintain archival copies of the Verification Data as needed to
show the discharge and fulfillment of obligations to Client's employees and former employees and the provisions of
Section 4.1 of Annex A will continue to apply during the time that ADP and its Verification Agents maintain any such
archival copies.
5.2.1.5 Additional Termination Provisions for Employment Verification Services. ADP may, in its sole discretion,
terminate the Employment Verification Services at any time upon 90 days prior written notice to Client should a
Verification Agent notify ADP that it is no longer willing to provide the Employment Verification Services and ADP.
after taking commercially reasonable steps, cannot engage a successor Verification Agent
ADP 'Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) B — 2
Major Accounts Services Annex B
Payroll, Employment Tax, Wage Payment and Employment Verifications Services
A more human resource:
1 Payroll Services. Administration and processing of payroll including performing gross -to -net calculations and generating and/or
transmitting of payment instructions and also including the following:
1.1 ADP Employment Tax Services. Coordination of payroll -related tax and/or regulatory agency deposits, filings. and
reconciliations on behalf of employers.
1.2 ADP Wage Payment Services. Payment of wages, commissions, consulting fees, or similar compensation or work -related
expenses in the employment context to employees and independent contractors via direct deposit, check, or payroll debit
cards. in each case to the extent the method of payment delivery is in scope, and online posting of pay statements to the
extent applicable. Such services may be provided via ADPCheck Services, ADP Direct Deposit Services, and ALINE Card
Services (if elected additional terms set forth in Annex J shall apply).
1.3 Print and Online Statement Services. Print and distribution of payroll checks, pay statements, and/or year-end statements,
as well as online posting of pay statements and/or year-end statements.
1.4 Wage Garnishment Payment Services. Garnishment payment processing and disbursement of payments to appropriate
payees as directed by client.
2 Billing. Payroll, Employment Tax & Wage Payment Services and any other Services bundled into the pricing for such services are
billed immediately following Client's first payroll processing. The billing count is based on the number of pays submitted during each
payroll processing period, therefore total billing may fluctuate.
ADP Wage Payment Services. The following additional terms and conditions apply to the ADP Wage Payment Services:
3.1 Client Credentialing. Client understands and acknowledges that the implementation and ongoing provision of Payment
Services are conditioned upon Client passing (and continuing to pass) a credentialing process that ADP may deem
necessary in connection with the provision of Payment Services.
3.2 Additional Requirements. Payment Services may be subject to the rules and standards of any applicable clearing house,
payment and/or card networks or associations. Client and ADP each agree to comply with all such rules and standards
applicable to it with respect to the Payment Services.
3.3 Funding Obligations. Client acknowledges that ADP is not a lender. As such, as a condition to receiving services, Client
will remit or otherwise make available to ADP sufficient, good and available funds within the agreed -to deadline and via the
agreed -to method of delivery to satisfy all of Client's third -party payment obligations covered by the Agreement. ADP will
apply such funds to satisfy such third -party payment obligations. ADP will not be required to provide Payment Services if
ADP has not received all funds required to satisfy Client's third -party payment obligations. Client will immediately notify ADP
if it knows or should know that it will not have sufficient funds to satisfy the amounts required in connection with the Payment
Services. If Client has a material adverse change in its condition, ADP may modify the funding method or deadline by which
funds must be made available to ADP for payment to Payees. Client agrees to pay to ADP upon demand any amounts that
have been paid by ADP to satisfy Client's third party payment obligations prior to receiving such amounts from Client.
3.4 Investment Proceeds; Commingling of Client Funds. IF ADP RECEIVES CLIENT'S FUNDS IN ADVANCE OF THE TIME
ADP IS REQUIRED TO PAY SUCH FUNDS TO THIRD PARTIES, ALL AMOUNTS EARNED ON SUCH FUNDS, IF ANY,
WHILE HELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP. ADP may commingle Client's funds with similar funds
from other clients and with similar ADP and ADP -administered funds. ADP utilizes a funds control system that maintains
general ledger entries by client and/or by jurisdiction.
3.5 Recovery of Funds; Stop Payment Requests. Client agrees to cooperate with ADP and any other third parties to recover
funds erroneously issued or transferred to any Payee or credited to any Payee's account. If Client desires to stop payment on
any check or to recall or reverse any electronic payment, Client will provide ADP with a stop payment request in the form
required by ADP. Client acknowledges that ADP's placement of a stop order request is not a guarantee that such stop
payment will occur.
3.6 ADPCheck Services. Client agrees not to distribute any ADPChecks to Payees in a manner that would allow Payees to
access the associated funds before pay date. With respect to ADPChecks drawn on an ADP bank account. to request a stop
payment, Client shall provide ADP with a written stop payment order request in the form provided by ADP and ADP shall
place a stop payment order in accordance with its standard operating procedures.
3.7 Full Service Direct Deposit (FSDD). Prior to the first credit to the account of any employee or other individual under FSDD
services, Client shall obtain and retain a signed authorization from such employee or individual authorizing the initiation of
credits to such party's account and debits of such account to recover funds credited to such account in error.
4 ADP Employment Tax Services. The following additional terms and conditions apply to the ADP Employment Tax Services:
4.1 Important Tax Information (IRS Disclosure). Notwithstanding Client's engagement of ADP to provide the ADP Employment
Tax Services in the United States, please be aware that Client remains responsible for the timely filing of payroll tax returns
and the timely payment of payroll taxes for its employees. The Internal Revenue Service recommends that employers enroll
in the U.S. Treasury Department's Electronic Federal Tax Payment System (EFTPS) to monitor their accounts and ensure
that timely tax payments are being made for them, and that online enrollment in EFTPS is available at www.eftps.gov; an
enrollment form may also be obtained by calling (800) 555-4477; that state tax authorities generally offer similar means to
verify tax payments; and that Client may contact appropriate state offices directly for details
4.2 State Unemployment Insurance Management. Subject to Section 15.7 of Annex A, Client's compliance with its obligations
in Sections 4.2.1 and 4..2.2 herein, and any delays caused by third parties (e.g., postal service, agency system and broker
delays) and events beyond ADP's reasonable control, ADP will deliver the State Unemployment Insurance Management
Services ("SUI Management Services") within the time periods established by the relevant unemployment compensation
agencies,
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) B W 1
Major Accounts Services 1 Annex A
General Terms and Conditions
A more human resource:
other than as expressly stated in this Agreement, Except where the parties expressly state otherwise in a relevant exhibit,
annex, appendix or schedule, in case of conflict or inconsistency between this Annex A and any such exhibit, annex,
appendix or schedule, this Annex A will prevail and control. Purchase orders or statements of work submitted to ADP by
Client will be for Client's internal administrative purposes only and the terms and conditions contained in any purchase order
or statements of work will have no force and effect and will not amend or modify this Agreement
15.6 No Third Party Beneficiaries. Except as expressly provided herein or in an applicable exhibit, annex, appendix or
schedule, nothing in this Agreement creates, or will be deemed to create. third party beneficiaries of or under this
Agreement. Client agrees that ADP's obligations in this Agreement are to Client only, and ADP has no obligation to any
third party (including, without limitation, Client's personnel, directors, officers. employees, Users and any administrative
authorities).
15.7 Force Majeure. Any party to this Agreement will be excused from performance of its obligations under this Agreement,
except for Client's obligation to pay the fees to ADP pursuant to Section 11, for any period of time that the party is prevented
from performing its obligations under this Agreement due to an act of God, war, earthquake, civil disobedience, court order,
labor disputes or disturbances, governmental regulations, communication or utility failures or other cause beyond the party's
reasonable control. Such non-performance will not constitute grounds for breach.
15.8 Waiver. The failure by any party to this Agreement to insist upon strict performance of any provision of this Agreement will
not constitute a waiver of that provision. The waiver of any provision of this Agreement shall only be effective if made in
writing signed by the authorized representatives of ADP and Client and shall not operate or be construed to waive any future
omission or breach of, or compliance with, any other provision of this Agreement.
15.9 Headings. The headings used in this Agreement are for reference only and do not define. limit, or otherwise affect the
meaning of any provisions hereof.
15.10 Severability. If any provision of this Agreement is finally determined to be invalid, illegal or unenforceable by a court of
competent jurisdiction, the validity. legality or enforceability of the remainder of this Agreement will not in any way be
affected or impaired and such court shall have the authority to modify such invalid, illegal er unenforceable provision to the
extent necessary to render such provision valid. legal or enforceable, preserving the intent of the parties to the furthest
extent permissible.
15.11 Relationship of the Parties. The performance by ADP of its duties and obligations under this Agreement will be that of an
independent contractor and nothing contained in this Agreement will create, construe or imply an agency, joint venture,
partnership or fiduciary relationship of any kind between ADP and Client. None of ADP's employees, agents or
subcontractors will be considered employees, agents or subcontractors of Client. Unless expressly stated in this
Agreement, none of ADP, its employees, agents or its subcontractors may enter into contracts on behalf of, bind, or
otherwise obligate Client in any manner whatsoever.
15.12 Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to its conflict of law
provisions.
15.13 Jurisdiction. Any disputes that may arise between ADP and Client regarding the performance or interpretation of this
Agreement shall be subject to the exclusive jurisdiction of the state and federal courts of New York, New York. The parties
hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts of New York, New York and waive any
claim that any proceedings brought in such courts have been brought in an inconvenient forum. THE PARTIES HEREBY
IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY.
15.14 Counterparts, This Agreement may be signed in two or more counterparts by original, .pdf (or similar format for scanned
copies of documents) or facsimile signature, each of which shall be deemed' an original, but all of which together shall
constitute one and the same instrument.
15.15 Notices. All notices required to be sent or given under this Agreement yell be sent in writing and will be deemed duly given
and effective (i) immediately if delivered in person, or (ii) upon confimnation of signature recording delivery. if sent via an
internationally recognized overnight courier service with signature notification requested to Client at the address indicated on
the signature page hereof and to ADP at 15 Waterview Boulevard, Parsippany, New Jersey 07054, Attention: Legal
Department or to any other address a party may identify in writing from time to time. A copy (which shall not constitute
notice) of all such notices shall be sent to ADP at One ADP Boulevard, MS 425, Roseland, New Jersey 07068, Attention:
General Counsel and to Client at the address indicated on the cover page hereof.
15.16 Survival. Those provisions which by their content are intended to, or by their nature would, survive the performance,
termination, or expiration of this Agreement. shall survive termination or expiration of this Agreement
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) A — 8
Major Accounts Services 1 Annex A
General Terms and Conditions
A more human resource.
account(s) or credits for Client's behalf for any reason or (ii) the authorization to debit Client's account is terminated or ADP
reasonably believes that there is or has been fraudulent activity an the account. If the Payment Services are terminated or
suspended pursuant to Sections 12.2 or 12.3, Client acknowledges that ADP shall be entitled to allocate any funds in ADP's
possession that have been previously remitted or otherwise made available by Client to ADP relative to the Payment
Services in such priorities as ADP may determine appropriate, includng reimbursing ADP for payments made by ADP on
Client's behalf to a third party. If the Payment Services are terminated by ADP, Client understands that it will (x)
immediately become solely responsible for all of Client's third party payment obligations covered by the Payment Services
then or thereafter due (including, without limitation. for ADP Employment Tax Services any and all penalties and interest
accruing after the date of such termination, other than penalties and interest for which ADP is responsible under Section
7.3.7), and (y) reimburse ADP for all payments properly made by ADP on behalf of Client to any payee, which have not
been paid or reimbursed by Client. If the Payment Services remain suspended for thirty (30) days, the Payment Services
will be terminated on the 31st day following suspension.
12.4 Post Termination. At any time prior to the actual termination date, Client may download Client's information or reports
available to it in conjunction with all of the Services provided to Client by ADP. Upon termination of this Agreement, Client
may order from ADP any data extraction offered by ADP, at the then prevailing hourly time and materials rate.
13 Reserved,
14 Additional Terms. In addition to the terms set forth in any subsequent Annexes attached hereto, the following terms shall apply.
14.1 ESS & MSS Technology. Employee self-service (ESS) and Manager self-service (MSS) functionality provides all Client
Users (practitioners, managers and employees) 24x7 online access to ADP Application Programs. The following additional
terms apply to the ESS & MSS Technology:
14.1.1 Client acknowledges that Client's employees or participants may input information into the self-service portions of
the ADP Application Programs. ADP shall have no responsibility to verify, nor does ADP review the accuracy or
completeness of the information provided by Client's employees or participants to ADP using any self-service
features. ADP shall be entitled to rely upon such information in the performance of the Services under this
Agreement as if such information was provided to ADP by Client directly.
14.2 ADP Marketplace. Enable Client to build applications and/or purchase available applications via online store. Provide
access to certain Client data stored in ADP systems via industry -standard Application Programming Interfaces (APIs). The
following additional terms apply to the ADP Marketplace (applies only if Client accesses ADP Marketplace Services):
14.2.1 Transmitting Information to Third Parties. In the event that Client elects to use an API to provide any Client
Content or employee or plan participant information to any third party, Client represents that it has acquired any
consents or provided any notices required to transfer such content or information and that such transfer does not
violate any applicable international, federal, state, or local laws and/or regulations. ADP shall not be responsible
for any services or data provided by any such third party.
14.2.2 Use of the ADP APIs. Client will use the ADP APIs to access Client's information only. Client may not use any
robot, spider, or other automated process to scrape, crawl, or index the ADP Marketplace and will integrate Client's
application with the ADP Marketplace only through documented APIs expressly made available by ADP. Client
also agrees that Client will not (a) use the ADP Marketplace or any ADP API to transmit spar or other unsolicited
email; (b) take any action that may impose an unreasonable or disproportionately large load on the ADP
infrastructure, as determined by ADP; or (c) use the ADP APIs or the ADP Marketplace in any way that threatens
the integrity, performance or reliability of the ADP Marketplace, Services or ADP infrastructure. ADP may limit the
number of requests that Client can make to the ADP API gateway to protect ADP's system or to enforce
reasonable limits on Client's use of the ADP APIs. Specific throttling limits may be imposed and modified from
time to time by ADP.
15 Miscellaneous
15.1 Amendment. This Agreement may not be modified, supplemented or amended, except by a writing signed by the
authorized representatives of ADP and Client.
15.2 Assignment. Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned by any
party without the prior written consent of the other party, such consent not to be unreasonably withheld. However, Client
may assign any or all of its rights and obligations to any other Client Group member and ADP may assign any or all of its
rights and obligations to any Affiliate of ADP, provided that any such assignment shall not release the assigning party from
its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and
their respective successors and permitted assigns.
15.3 Additional Documentation. In order for ADP to perform the Services, it may be necessary for Client to execute and deliver
additional documents (including reporting agent authorization, dient account agreement, limited powers of attorney, etc.)
and Client agrees to execute and deliver such additional documents.
15.4 Subcontracting. Notwithstanding Section 15.2, ADP reserves the right to subcontract any or all of the Services, provided
that ADP remains fully responsible under this Agreement for the performance of any such subcontractor. For the avoidance
of doubt, third parties used by ADP to provide delivery or courier services, including the postal service in any country or any
third party courier service, and banking institutions, are not considered subcontractors of ADP.
15.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding between ADP and Client with
respect to its subject matter and merges and supersedes all prior discussions, agreements and understandings of every
kind and nature between the parties. No party will be bound by any representation, warranty, covenant, term or condition
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) A — 8
Major Accounts Services J Annex A
General Terms and Conditions
A more human resource.
11.2 Additional Services and Charges. If Client requests additional services offered by ADP not included in this Agreement,
and ADP agrees to provide such services: (i) those services and related fees will be included in a separate Sales Order; (ii)
any Services provided to Client but not included in a Sales Order will be provided subject to the terms of this Agreement and
charged at the applicable rates as they occur; and (iii) those services will be considered to be "Services" for purposes of this
Agreement. Additional charges may be assessed Client in relation to the performance of the Services in certain
circumstances, including without limitation, late funding, an insufficient funds notification and emergency payment requests
from Client.
11.3 Fees for Implementation Services. Implementation fees are due and payable by Client upon the go -live date for such
Services. However, if this Agreement or any Service are terminated after implementation services have started but before
the go -live date. the greater of the following amounts shall be immediately due and payable by Client: (i) implementation
fees for implementation services performed up to the date of termination; or (ii) 30% of the total Implementation Fees set out
in the Sales Order.
11.4 Invoicing. ADP will notify Client of all applicable Services fees payable by Client by way of invoice or other method(i.e.
ADP's on-line reporting tool). Client will pay the amount on each invoice or such other similar document in full within seven
(7) days of notification via the agreed to method of payment. All amounts not paid when due are subject to a late payment
charge of one and one-half percent (1'/a%) per month (not to exceed the maximum allowed by applicable law) of the past
due amount from the due date until the date paid.
11.5 Currency. Client shall pay the fees in US dollars.
11.6 Taxes. Unless Client provides ADP a valid tax exemption or direct pay certificate, Client will pay directly, or will pay to ADP,
an amount equal to all applicable taxes or similar fees levied or based on the Agreement or the Services, exclusive of taxes
based on ADP's net income.
11.7 Postage, Shipping Travel and out-of-pocket expenses. ADP will invoice Client for postage charges, delivery charges.
other third party charges, and reasonable travel and out-of-pocket expenses as necessary to provide the Services.
11.8 Funding Requirements and Disbursement Disclosures. With respect to Payment Services to be deducted by ACH or
Pre -Authorized Debit, Client must have sufficient good funds for payment of the payroll obligations, tax filing obligations,
wage garnishment deduction obligations, service fees (as applicable), expenses, and any other applicable charges, to be
direct debited from Client's designated account no later than one (1) banking days prior to the pay date for the applicable
payroll (in the case of payroll processing services), or as otherwise agreed by the parties. For reverse wire clients, funds
must be available (a) one (1) banking day prior to the pay date for the applicable payroll (in the case of the ADP
Employment Tax Services) and (b) two (2) banking days prior to the pay date for all other Payment Services, or as
otherwise agreed by the parties. In consideration for the additional costs incurred by ADP in providing wire transfer service,
Client agrees to pay a reasonable fee (currently 510.00) for each wire transfer. Notwithstanding the foregoing, ADP
reserves the right to modify the aforementioned deadlines at any time and will communicate any such modifications to
Client.
11.9 Change Control. in the event either party requests a change in the scope of Services (including implementation services)
or any rework is required by ADP as a result of a delay by Client in implementation of any Services (each a "Change
Control Item'). the parties shall address such change request, if possible via ADP's change control process. Change
Control Items and the cost associated with such changes (if any) to the Services shall be mutually agreed to by the parties
and shall be defined' in a Statement of Work agreed to by the parties, with the exceptions of Change Control items that are
required to be made by law or regulation applicable to the Services or to the duration of implementation services, which ADP
will notify Client of prior to making the change.
12 Term; Termination; Suspension
12.1 Term; Termination for Convenience This Agreement will commence on the Effective Date and remain in effect until
terminated by either party in accordance with the terms hereof. Subject to the terms of any Price Agreement, either party
may terminate this Agreement or any Service upon ninety (90) days' prior written notice to the other party. In the event
Client does not provide ADP with the proper notice as set forth in the previous sentence (or as set forth in any Annex
herein), Client shall pay ADP for any fees for Services that would have been incurred by Client during such notice period
(calculated based on an average of the prior six months of invoices for such terrninated Services, or shorter period of time if
there has been less than six months of invoices).
12.2 Terrnination for Cause. Either party may terminate this Agreement for the other's material breach of this Agreement if
such breach is not cured within sixty (60) days following notice thereof or in the event either party is the subject of a
Termination Event. In addition, ADP may terminate this Agreement in the event Client fails to timely pay fees for Services
performed within 10 days following notice that such fees are past due. ADP may also terminate this Agreement or the
Services immediately on written notice to Client if the provision of Service to Client causes or will cause any affiliate or
subsidiary of ADP to be in violation of any laws, rules or regulations applicable to such affiliate or subsidiary.
Notwithstanding anything to the contrary in this Agreement, email will be considered adequate notification for the purposes
of this Section 12.
12.3 Suspension. Without limiting the foregoing, the parties agree that Payment Services involve credit risk to ADP. Payment
Services may be suspended by ADP (A) immediately if: (i) Client has failed to remit sufficient, good and available funds
within the deadline and via the method of delivery agreed upon as it relates to the applicable Payment Services; or (ii) Client
breaches any rules promulgated by NACHA as it relates to ADP conducting electronic payment transactions on behalf of
Client, and (B) with 24 hour notice if. (i) a bank notifies ADP that it is no longer willing to originate debits from Client's
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) A - 6
Major Accounts Services 1 Annex A
General Terms and Conditions
A more human resource.
CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY
OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing
exclusion shall not apply to claims for consequential damages arising from ADP's or Client's (1) willful, criminal or fraudulent
misconduct, or (ii) breach or breaches of Section 4,1 or Section 9.3 under this Agreement; provided however, that any
consequential damages recovered by Client or ADP in a calendar year for daims pursuant to Section 7.5(ii) will be subject
to the Extraordinary Cap set forth in Section 7.2 above.
8 WARRANTIES AND DISCLAIMER
8.1 Warranties. Each party warrants that (1) it has full corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby and (ii) this Agreement has been duly and validly executed and
delivered and constitutes the valid and binding agreement of the parties, enforceable in accordance with its terms.
8.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES, ADP APPLICATION
PROGRAMS AND EQUIPMENT PROVIDED BY ADP OR ITS SUPPLIERS ARE PROVIDED "AS IS" AND ADP AND ITS
LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, COMPLETENESS, CURRENTNESS, NON -INFRINGEMENT, NON -INTERRUPTION OF USE, AND
FREEDOM FROM PROGRAM ERRORS, VIRUSES OR ANY OTHER MALICIOUS CODE, WITH RESPECT TO THE
SERVICES, THE ADP APPLICATION PROGRAMS, ANY CUSTOM PROGRAMS CREATED BY ADP OR ANY THIRD -
PARTY SOFTWARE DELIVERED BY ADP AND RESULTS OBTAINED THROUGH THE USE THEREOF.
9 SECURITY AND CONTROLS
9.1 Service Organization Control Reports. Following completion of implementation of any applicable Services, ADP will, at
Client's request and at no charge, provide Client with copies of any routine Service Organization Control 1 reports ("SOC 1
Reports") (or any successor reports thereto) directly related to the core ADP Products utilized to provide the Services
provided hereunder for Client and already released to ADP by the public accounting firm producing the report. SOC 1
Reports are ADP Confidential Information and Client will not distribute or allow any third party (other than its independent
auditors) to use any such report without the prior written consent of ADP. Client will instruct its independent auditors or
other approved third parties to keep such report confidential and Client will remain liable for any unauthorized disclosure of
such report by its independent auditors or other approved third parties.
9.2 Business Continuity; Disaster Recovery. ADP has established and will maintain a commercially reasonable business
continuity and disaster recovery plan and will follow such plan.
9.3 Data Security. ADP has established and will maintain an information security program containing appropriate
administrative, technical and physical measures to protect Client data (including any Personal Information therein) against
accidental or unlawful destruction, alteration, unauthorized disclosure or access consistent with applicable laws. In the
event ADP suspects any unauthorized access to, or use of, the Services. ADP may suspend access to the Services to the
extent ADP deems necessary to preserve the security of the Client's data.
10 DATA SECURITY INCIDENT
10.1 Notification. If ADP becomes aware of a security breach (as defined in any applicable law) or any other event that
compromises the security, confidentiality or integrity of Client's Personal Information (an "incident"), ADP will take
appropriate actions to contain, investigate and mitigate the incident. ADP shall notify Client of an incident as soon as
reasonably possible.
10.2 Other ADP Obligations. In the event that an incident is the result of the failure of ADP to comply with the terms of this
Agreement, ADP shall, to the extent legally required or otherwise necessary to notify the individuals of potential harm, bear
the actual, reasonable costs of notifying affected individuals. ADP and Client shall mutually agree on the content and timing
of any such notifications, in good faith and as needed to meet applicable legal requirements. In addition. where notifications
are required and where such monitoring is practicable and customary, ADP shall also bear the cost of one year of credit
monitoring to affected individuals in applicable jurisdictions.
11 PAYMENT TERMS
11.1 Fees and Fee Adjustments. Client will pay to ADP the fees and other charges for the Services as set forth in the Sales
Order. Unless there is a Price Agreement in effect. the fees set forth in the Sales Order will remain fixed during the first six
(6) months following the Effective Date and thereafter, ADP may modify the fees on an annual basis upon thirty (3D) days'
prior written notice to Client. The fees presented in the Sales Order were calculated based upon particular assumptions
relative to Client requirements (including funding requirements), specifications, volumes and quantities as reflected in the
applicable Sales Order and related documentation, and if Client's actual requirements vary from what is stated, ADP may
adjust the fees based on such changes. The fees do not include any customizations to any Service.
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) A - 5
Major Accounts Services 1 Annex A
General Terms and Conditions
A more human resource.
6 Indemnities
6.1 ADP Indemnity. Subject to the remainder of this Section 6.1, and Section 6.3 and 7, ADP shall defend Client in any suit or
cause of action, and indemnify and hold Client harmless against any damages payable to any third party in any such suit or
cause of action, alleging that the Services or ADP Application Programs, as provided by ADP and used in accordance with
the terms of this Agreement, infringe upon any Intellectual Property Rghts of a third party in an Approved Country. The
foregoing infringement indemnity will not apply and ADP will not be liable for any damages assessed in any cause of action
to the extent resulting from a Client Infringement Event or ADP's use of Client Content as contemplated by this Agreement.
If any Service is held or believed to infringe on any third -party's Intellectual Property Rights, ADP may, in its sole discretion,
(i) modify the Service to be non -infringing, (ii) obtain a license to continue using such Service, or (iii) if neither (i) nor (ii) are
practical, terminate this Agreement as to the infringing Service.
6.2 Client Indemnity. Subject to Sections 6.3 and 7. Client will defend ADP against any third party claims and will indemnify and
hold ADP harmless from any resulting damage awards or settlement amounts in any cause of action to the extent such
cause of action is based on the occurrence of a Client Infringement Event or ADP's use of Client Content as contemplated
by this Agreement.
6.3 Indemnity Conditions. The indemnities set forth in this Agreement are conditioned on the following: (i) the party claiming
indemnification (the "Indemnitee") shall promptly notify the indemnifying party (the "Indemnitor") of any matters in respect of
which it seeks to be indemnified, and shall give the Indemnitor full cooperation and opportunity to control the response
thereto and the defense thereof, including without limitation any settlement thereof, (ii) the Indemnitor shall have no
obligation for any claim under this Agreement if the Indemnitee makes any admission, settlement or other communication
regarding such claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld,
and (iii) the Indemnitee's failure to promptly give notice to the Indemnitor shall affect the Indemnitor's obligation to indemnify
the Indemnitee only to the extent the Indemnitor's rights are materially prejudiced by such failure. The Indemnitee may
participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice.
7 Limit on Liability
7.1 Ordinary Cap. Notwithstanding anything to the contrary in this Agreement and subject to the remainder of this Section 7,
neither party's aggregate limit on monetary damages in any calendar year shall exceed an amount equal to six (6) times the
average ongoing monthly Services fees paid or payable to ADP by Client during such calendar year (the "Ordinary Cap").
ADP will issue Client a credit(s) equal to the applicable amount and any such credit(s) will be applied against subsequent
fees owed by Client.
7.2 Extraordinary Cap. As an exception to Section 7.1, if damages (monetary or otherwise) arise from a breach of Section 4.1
(Confidentiality) or Section 9.3 (Data Security), the Ordinary Cap will be increased by an additional six (6) times the average
ongoing monthly Service fees paid or payable to ADP by Client during such calendar year (the "Extraordinary Cap"). For the
avoidance of doubt, in no case shall either party's aggregate limit on monetary damages in any calendar year under this
Agreement exceed twelve (12) times the average monthly ongoing Service fees paid or payable to ADP by Client during
such calendar year.
7.3 Matters not Subject to Either Cap. The limitations of liability set forth in Sections 7.1 and 7.2 shall not apply to:
7.3.1 Either party's Gross Negligence, or willful, criminal or fraudulent misconduct; for the purposes of this Agreement,
`Gross Negligence" shall be defined as: (1) willful, wanton, careless or reckless conduct, misconduct, failures,
omissions, or disregard of the duty of care towards others of a risk known or so obvious that the actor must be
taken to have been aware of it, and with an intent to injure or so great as to make it highly probable that harm
would follow and/or (2) failure to use even the slightest amount of care, or conduct so reckless, as to demonstrate a
substantial lack of concern for the safety of others. For the avoidance of doubt, Gross Negligence must be more
than any mere mistake resulting from inexperience, excitement, or confusion, and more than mere thoughtlessness
or inadvertence or simple inattention;
7.3.2 The infringement indemnity set forth in Sections 6.1 and 6.2;
7.3.3 Client's obligations to pay the fees for Services;
7.3.4 ADP's obligations to provide credit monitoring and notifications as set forth in Section 10.2;
7.3.5 Client's funding obligations in connection with the Payment Services;
7.3.6 ADP's loss or misdirection of Client funds in possession or control of ADP due to ADP's error or omission;
7.3.7 In connection with the Employment Tax Services as provided in Annex B, (a) interest charges imposed by an
applicable tax authority on Client for the failure by ADP to pay funds to the extent and for the period that such funds
were held by ADP and (b) all tax penalties resulting from ADP's error or omission in the performance of such
Service. The provisions of this (iv) shall only apply if (x) Client permits ADP to act on Client's behalf in any
communications and negotiations with the applicable taxing authority that is seeking to impose any such penalties
or interest and (y) Client assists ADP as reasonably required by ADP.
7.3.8 Client's use or access of the Services and/or ADP Application Programs outside of the Approved Countries and/or
Access Countries.
7.4 Mitigation of Damages. ADP and Client will each use reasonable efforts to mitigate any potential damages or other
adverse consequences arising from or relating to the Services.
7.5 No Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND
ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW, NONE OF ADP, CLIENT OR ANY BANK WILL BE
RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES
(INCLUDING DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTIONS OR HARM TO
REPUTATION) THAT ANY OTHER PARTY OR ITS RESPECTIVE AFFILIATES MAY INCUR OR EXPERIENCE IN
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) A - 4
Major Accounts Services 1 Annex A
General Terms and Conditions
A more human resource.
4 Confidentiality
4.1 General. All Confidential Information disclosed under this Agreement will remain the exclusive and confidential property of
the disclosing party. The receiving party will not disclose to any third party the Confidential Information of the disclosing
party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the
disclosing party as it uses with respect to its own confidential information. The receiving party will limit access to
Confidential Information to its employees with a need to know the Confidential Information and will instruct those employees
to keep such information confidential. ADP may disclose Client's Confidential Information on a need to know basis to (i)
ADP's subcontractors who are performing the Services, provided that ADP shall remain liable for any unauthorized
disclosure of Client's Confidential Information by those subcontractors, (ii) employees of ADP's Affiliates, provided such
employees are instructed to keep the information confidential as set forth in this Agreement and (iii) social security agencies,
tax authorities and similar third parties, to the extent strictly necessary to perform the Services. ADP may use Client's and
its employees' and other Services recipients' information in an aggregated, anonymized form, such that neither Client nor
such person may be identified, and Client will have no ownership interest in such aggregated, anonymized data. Client
authorizes ADP to release employee -related data, and such other data as required to perform the Services, to third party
vendors of Client as designated by Client from time to time. Notwithstanding the foregoing, the receiving party may disclose
Confidential information (x) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, (y) as
appropriate to respond to any summons or subpoena or in connection with any litigation and (z) to the extent necessary to
enforce its rights under this Agreement.
4.2 Return or Destruction. Upon the request of the disclosing party or upon the expiration or earlier termination of this
Agreement, and to the extent feasible, the receiving party will return or destroy all Confidential Information of the disclosing
party in the possession of the receiving party, provided that each party may maintain a copy if required to meet its legal or
regulatory obligations and may maintain archival copies stored in accordance with regular computer back-up operations. To
the extent that any portion of Confidential Information of a disclosing party remains in the possession of the receiving party.
such Confidential Information shall remain subject to the generally applicable statutory requirements and the confidentiality
protections contained in Section 4.1.
4.3 Transfer. The Services may be performed by ADP Affiliates or subcontractors located in other countries, and ADP may
transfer or permit access to Client's Confidential Information, including employees' Personal information, for the purposes of
performing the Services outside of Canada and the United States of Arnerica. As a result, Client's employees' Personal
Information may be subject to the laws of such jurisdictions and may be accessible to the courts and law enforcement
authorities of those jurisdictions. Notwithstanding the foregoing, ADP will remain responsible for any unauthorized
disclosure or access of Client's employees' Personal information by any ADP Affiliate or subcontractor in the performance of
any such Services.
5 INTELLECTUAL PROPERTY
5.1 Client IP Rights. Except for the rights expressly granted to ADP in this Agreement, all rights, title and interests in and to
Client Content, including all Intellectual Property Rights inherent therein and pertaining thereto, are owned exclusively by
Client or its licensors. Client hereby grants to ADP for the term of this Agreement a non-exclusive, worldwide, non-
transferable, royalty -free license to use, edit, modify, adapt, translate, exhibit, publish, reproduce, copy and display the
Client Content for the sole purpose of performing the Services; provided Client has the right to pre -approve the use by ADP
of any Client trademarks or service marks.
5.2 ADP IP Rights. Except for the rights expressly granted to Client in this Agreement, all rights, title and interest in and to the
Services. including all Intellectual Property Rights inherent therein and pertaining thereto, are owned exclusively by ADP or
its licensors. ADP grants to Client for the term of this Agreement a personal, non-exclusive, non -transferable, royalty -free
license to use and access the ADP Application Programs solely for the Internal Business Purposes in the Approved
Countries and the Access Countries. The ADP Application Programs do not include any Client -specific customizations
unless otherwise agreed in writing by the parties. Client will not obscure, alter or remove any copyright, trademark, service
mark or proprietary rights notices on any materials provided by ADP in connection with the Services, and will not copy,
decompile, recompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from,
such ADP materials.
5.3 Ownership of Reports. Client will retain ownership of the content of reports and other materials that include Client Content
produced and delivered by ADP as a part of the Services, provided that ADP will be the owner of the format of such reports..
To the extent any such reports or other materials incorporate any ADP proprietary information, ADP (i) retains sale
ownership of such proprietary information and (ii) provides the Client a fully paid up, irrevocable, perpetual, royalty -free
license to access and use same for its internal Business Purposes without the right to create derivative works (other than
derivative works to be used solely for its Internal Business Purposes) or to further distribute any of the foregoing rights
outside the Client Group.
5.4 Improvements. ADP will make available to Client, at no additional cost, software improvements, enhancements, or
updates to any ADP Application Programs that are included in the Services (collectively "Improvements") if and as they are
made generally available by ADP at no additional cost to ADP's other clients using the same ADP Application Programs as
Client and receiving the same Services as Client. All Improvements provided under this Section 5.4 shall be considered part
of the ADP Application Programs
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) A -
Major Accounts Services
General Terms and Conditions
Annex A
A more human resource:
1.28 Personal Information" means information relating to an identified or identifiable natural person. An identifiable natural
person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or
more factors specific to such person's physical, physiological, mental, economic, cultural or social identity.
1.29 "Price Agreement" means a supplemental agreement between the parties that addresses future price increase rates on
certain Services over a specific period of time.
1.30 "Sales Order(s)" means the document(s) between the parties that lists the specific Services purchased by Client Group
from ADP.
1.31 "Services" means the services (including implementation services related thereto) listed in any Sales Order, and such other
services as the parties may agree to be performed from time to time.
1.32 "SOC 1" means any routine Service Organization Control 1 reports.
1.33 "Termination Event" means with respect to any party, the occurrence of any of the following: (i) under the applicable
bankruptcy laws or similar law regarding insolvency or relief for debtors, (A) a trustee, receiver, custodian or similar officer is
appointed over a party's business or property, (6) a party seeks to liquidate, wind-up, dissolve, reorganize or otherwise
obtain relief from its creditors, or (C) an involuntary proceeding is commenced against a party and the proceeding is not
stayed, discharged or dismissed within thirty (30) days of its commencement, or (ii) a party's Standard and Poor's issuer
credit rating falls to or below BB.
1.34 "User' means any single natural person who, subject to the terms of this Agreement, is authorized by Client to use, access
or receive the Services.
2 Provision and Use of Services
2.1 Provision of Services. ADP, or one of its Affiliates, will provide the Services to Client in accordance with the terms of this
Agreement and any applicable Sales Order(s). ADP will provide the Services in a good, diligent and professional manner in
accordance with industry standards, utilizing personnel with a level of skill commensurate with the Services to be performed.
ADP's performance of the Services (including any applicable implementation activities) is dependent upon the timely
completion of Client's responsibilities and obligations under this Agreement. Without limitation of the foregoing, Client will
timely provide the Client Content necessary for ADP to provide the Services,
2.2 Cooperation. ADP and Client will work together to implement the Services. Client will cooperate with ADP and execute
and deliver all documents, forms, or instruments necessary for ADP to implement and render the Services. Client will
provide ADP with all reasonable and necessary Client Content in the format requested by ADP, and will otherwise provide
all reasonable assistance required of Client in order for ADP to implement the Services.
2.3 Use of Services. Client will use the Services in accordance with the terms of this Agreement and solely for its own Internal
Business Purposes in the Approved Country and the Access Countries. Client will be responsible for the use of the
Services by the Client Group and the Users in accordance with the terms of this Agreement. Client is responsible for the
accuracy and completeness of the Client Content provided to ADP.
2.4 Errors. Client will promptly review all documents and reports produced by ADP and provided or made available to Client
in connection with the Services and promptly notify ADP of any error, omission, or discrepancy with Client's records. ADP
will promptly correct such error, omission or discrepancy and, if such error, omission or discrepancy was caused by ADP,
then such correction will be done at no additional charge to Client.
2.5 Records. Without prejudice to ADP's obligation to retain the data necessary for the provision of the Services, ADP does not
serve as Client's record keeper and Client will be responsible for retaining copies of all documentation received from and
Client Content provided to ADP in connection with the Services to the extent required by Client.
Compliance.
3.1. Applicable Laws. Each party will comply with applicable laws and regulations that affect its business generally, including
any applicable anti -bribery, export control and data protection laws
3.2. Design of the Services. ADP will design the Services, including the functions and processes applicable to the performance
of the Services, to assist the Client in complying with its legal and regulatory requirements applicable to the Services, and
ADP will be responsible for the accuracy of such design. Client and not ADP will be responsible for (i) how it uses the
Services to comply with its legal and regulatory requirements and (ii) the consequences of any instructions that it gives or
fails to give to ADP, induding as part of the implementation of the Services, provided ADP follows such instructions.
Services do not include any legal, financial, regulatory, benefits, accounting or tax advice.
3.3. Online Statements. If Client instructs ADP to provide online pay statements, Forms W2, Forms 1099 or Forms 1095-C, as
applicable, without physical copies thereof, Client will be exclusively responsible for determining if and to what extent
Client's use of online pay statements, Farms W2, Forms 1099 or Forms 1095-C, as applicable, satisfies Client's obligations
under applicable laws and the consequences resulting from such determinations.
3.4. Data Protection Laws. Client represents that Personal Information transferred by Client or at Client's direction to ADP has
been collected in accordance with applicable privacy laws, and ADP agrees that it shall only process the Personal
Information as needed to perform the Services, or as required or permitted by law.
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) A - 2
Major Accounts Services 1, Annex A
General Terms and Conditions
A more human resource.
1 Definitions.
1.1 "ADP" has the meaning set forth on the cover page.
1.2 "ADP Application Programs" means the computer software programs and related Documentation. including any updates.
modifications or enhancements thereto, that are either delivered or made accessible to Client through a hosted environment
by ADP in connection with the Services.
1.3 `ADP Workforce Now' means ADP's web -based portal which provides a single point of access to ADP online solutions and
employee -facing websites and resources related to payroll, HR, benefits, talent, and time and attendance. A general
description of the Services can be found at www.productdescription.majoraccounts.adp.com (which may be modified from
time to time provided, however, that any such modifications will not have a material adverse impact on any of the Services
Client is receiving).
1.4 "Agreement" means this Major Accounts Services- Master Services Agreement, consisting of the signature pages, the
General Terms and Conditions, all exhibits, annexes, addendum, appendices and schedules, and each Amendment, if any.
1.5 "Affiliate" means any individual, corporation or partnership or any other entity or organization (a "person") that controls, is
controlled by or is under common control with Client. For purposes of the preceding definition, "control" shall mean the
possession, directly or indirectly„ of the power to direct or cause the direction of the management and policies of such
person, whether through ownership of voting securities or by contract or otherwise.
1.6 "API" means ADP approved application programming interface(s) that support point to point interaction of different systems.
1.7 "Approved Country" means each country in which, subject to the terms of this Agreement, Client is authorized to use or
receive the Services. The Approved Country for the Services is the United States.
1.8 "Access Country" means each country in which, subject to the terms of this Agreement, Client is authorized to use or
access the HR and/or Talent modules of ADP Workforce Now (but specifically excluding document cloud services and any
other modules/tools that ADP, in its sole discretion, determines shall not be accessible to Client employees located outside
the United States) and as approved by ADP. A list of Access Countries for the applicable Services is found at found at
www.productdescription.maioraccounts.adp.com.
1.9 "Business Day" means any day, except a Saturday, Sunday or a day on which ADP's bank is not open for business in the
applicable jurisdiction where services are provided by ADP.
1.10 "Client" has the meaning set forth on the cover page.
1.11 "Client Content" means all information and materials provided by Client, its agents or employees, regardless of form, to
ADP under this Agreement.
1.12 "Client Group" means Client and Client's Affiliates means Client and Client's Affiliates who are receiving Services under
this Agreement pursuant to a Sales Order.
1.13 "Client Infringement Event" means (i) any change, or enhancement in the Services made by Client or any third party on
behalf of Client other than at the direction of, or as approved by. ADP, (ii) Client's use of the Services except as
contemplated by this Agreement, or (iii) to the extent ADP Application Programs include computer software programs,
Client's use of other than the most current release or version of such computer software programs included in the ADP
Application Programs, or Client's failure to use corrections or enhancements to such computer software programs included
in the ADP Application Programs, in each case provided by ADP to Client at no charge, that results in a claim or action for
infringement that could have been avoided by use of such current release or version, or by such corrections or
enhancements.
1.14 "Confidential Information" means all information of a confidential or proprietary nature, including pricing and pricing related
information and all Personal Information, provided by the disdosing party to the receiving party under this Agreement but
does not include (i) information that is already known by the receiving party, (ii) information that becomes generally available
to the public other than as a result of disclosure by the receiving party in violation of this Agreement, and (iii) information that
becomes known to the receiving party from a source other than the disclosing party on a non -confidential basis.
1.15 "Documentation" means all manuals, tutorials and related materials that may be provided or made available to Client by
ADP in connection with the Services.
1.16 "General Terms and Conditions" means the terms and conditions contained in this Annex A.
1.17 "Gross Negligence" has the meaning set forth in Section 7.3.1.
1.18 "Improvements" has the meaning set forth in Section 5.4
1.19 "Incident" means a security breach (as defined in any applicable law) or any other event that compromises the security,
confidentiality or integrity of Client's Personal Information.
1.20 "Indemnitees" has the meaning set forth in Section 6.3
1.21 "Indemnitor" has the meaning set forth in Section 6.3.
1,22 "Intellectual Property Rights" means all rights, title and interest to or in patent, copyright, trademark. service mark, trade
secret, business or trade name, know-how and rights of a similar or corresponding character.
1.23 Internal Business Purposes" means the usage of the Services solely by the Client Group for its own internal business
purposes, without the right to provide service bureau or other data processing services, or otherwise share or distribute the
Services, to any party outside the Client Group, unless expressly contemplated by this Agreement.
1.24 "NACHA" means the National Automated Clearing House Association.
1.25 "OFAC" means the Office of Foreign Assets Control.
1.26 "Payee" means any intended recipient of payments under the Payment Services and may include Client's employees, taxing
authorities, governmental agencies, suppliers, benefit carriers and/or other third parties: provided that in the case of ADP
Wage Payment Services, Payee shall be limited to Client's employees and independent contractors.
1.27 "Payment Services" means any Services that involve electronic or check payments being made by ADP to third parties on
Client's behalf and at its direction.
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) A - 1
Workforce
Now
Major Accounts Services
Master Services Agreement
ADP, LLC: (referred to herein as "ADP")
One ADP Boulevard
Roseland, New Jersey 07068
United States
C lent: (referred to herein as "Client"r
Attention
aw 6.-Lirr raiv ._
A more human resource
2/49/2-0/9'
(Effective )
ADP and Client agree that ADP shall provide Client with the following services in accordance with the terms set forth in this Major
Accounts Services Master Services Agreement.
ANNEX A:
ANNEX B:
GENERAL TERMS AND CONDITIONS
PAYROLL, iEMPLOYMENT TAX, WAGE PAYMENT AND
EMPLOYMENT VERIFICATIONS SERVICES
BY SIGNING BELOW, CLIENT ACKNOWLEDGES THAT THEY HAVE REVIEWED THE ENTIRE MAJOR ACCOUNTS SERVICES
MASTER SERVICES AGREEMENT INCLUDING THE TERMS AND CONDITIONS IN EACH ANNEX CORRESPONDING TO
SERVICES PURCHASED PURSUANT TO THE SALES ORDER.
ADP, LLC Client
By: By:
Name: Name:
Title: Title:
Date: Date: 2 ._ Cv 201
1
(�loD2� � A
lr�z ft P1141-4,)
ADP Proprietary and Confidential ADP Major Accounts Services
Version 4 (10202017) Cover 1