HomeMy WebLinkAbout2025-111 AGRMT Kronos SaaShr, Inc Docusign Envelope ID:2880BAE4-C141-4DA2-AA54-4C8934509FOC
V 0 w` Personal Services Agreement.
A
City Information Consultant Information
Firm
City of Ashland Name: Kronos SaaShr,lnc
Attn: Lisa 'Winters Contact: Michael Knight
20 East Main Street Address: 33040 route 22, Ste 200
Ashland, Oregon 97520 Branchburg, NJ 08876
Phone: 541.552.2013 Phone: 978.947.4863
Email: Lisa.Winters@ashlandoregon.gov Email: Michael.a.knight@ukg.com
Contract Summary
Cooperative (Omnia Master Agreement 24-6833 dated July 14,
2025, (the "Omnia Master Agreement")
Procurement Method':
3 year term upon
Completion Date: Effective date.
One hundred eighty-two thousand eight
Contract Amount: $182,885.201 hundred & eighty-five and 20/100.
Description of Services: FIR/Payroll Software Implementation and Subscription Services
Supporting Documents: Quote Q-346962 Dated: June 23, 2025
UKG-Launch- Ready SOW Dated: May 2025.
Omnia Master Agreement Dated: July 14, 2025
Dated:
This Personal' Services Agreement (hereinafter"Agreement") is entered' into by and between the
City of Ashland, an Oregon municipal corporation (hereinafter "City") and the Consultant listed
under Consultant Information above, ("hereinafter "Consultant"), for the services listed under
Description of Services and Supporting Documents as noted in the Contract Summary above and
is an addendum to the terms and conditions of the Ominia Master Agreement 24-6833 dated July
14, 2025, as amended (the "Omnia Master Agreement"). In the event of conflict between t
provisions of the Supporting Documents, the Supporting Documents shall be given precedence
in the order listed above.
The City, as an eligible Participating Public Agency, shall assume the rights and obligations of the
Customer (as defined in the Omnia Master Agreement) when making purchases of goods or
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services under the Omnia Master Agreement, and terms and conditions of the Omnia Master
Agreement shall apply to the City, except as otherwise set forth herein.
This Agreement, the Exhibits and the Supporting Documents shall be construed to be mutually
complementary and supplementary wherever possible. In the event of a conflict which cannot be
so resolved, the provisions of this Agreement itself shall control over any . ting provisions in
any of the exhibits or supporting documents. The Consultant's initials U herein signify
acknowledgment and agreement to this provision, if applicable, or if not si "
9/3/2025 1 9:51 AM EDT
Consultant's services are collectively referred to in this Agreement as the "Work."
NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and
Consultant hereby agree as follows:
1. Effective Date and Duration: This Agreement shall become effective on the date of
execution on behalf of the City, as set forth below(the "Effective Date").
2. Compensation: City shall pay Consultant the sum listed as the "Contract Amount" under the
Contract Summary on page one of this document as full compensation for Consultant's
performance of all Work under this Agreement. In no event shall Consultant's total of all
compensation and reimbursement under this Agreement exceed the Contract Amount without
the express, written approval from the appropriate Department Head or City Manager.
Payments shall be made within thirty(30)days of the date of receipt by the City of Consultant's
invoice.
3. Consultant Obligations:
3.1. Independent Contractor Status. Consultant is an independent contractor and not an
employee of the City for any purpose. Consultant shall have the complete responsibility
for the performance of this Agreement. Consultant shall provide workers' compensation
coverage as required in ORS Chapter 656 for all persons employed to perform Work
pursuant to this Agreement. Consultant is a subject employer that will comply with ORS
656.017.
3.2, Qualified Work, Consultant has represented, and by entering into this Agreement now
represents, that all personnel assigned to the Work to be performed under this Agreement
are fully qualified to perform the services to which they will be assigned in a skilled
manner.
3.3. Assignment. Consultant shall not assign this Agreement or subcontract any portion of
the Work without the written consent of City, however, that Consultant may assign this
Agreement in its entirety(including all Orders and Statements of Work) as part of a
merger, acquisition, transfer, or sale of all or substantially all of its assets, stock or
business, including to an Affiliate, so long as the assignee agrees to be bound by all of
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the terms and conditions of this Agreement, the Orders, and Statements of Work.. This
Agreement shall be binding on and inure to the benefit of all permitted predecessors,
successors, and assigns of each Party.
3.4. Work Performance Obligation. Consultant shall, at its own risk, perform the Work
described in the Description of Services and in the Supporting Documents and, unless
otherwise specified in this Agreement, furnish all labor,equipment,and materials required
for the proper performance of such Work.
3.5. Certification. Consultant agrees to and shall sign the certification attached hereto as
"Exhibit C"and incorporated herein by this reference.
4, Insurance:
UKG shall procure and maintain, at all times and at its own expense, during the term of the
Order entered into between the County and UKG, the types of insurance(s) specified below.
Commercial General Liability
UKG shall provide coverage on a Commercial General Liability Occurrence Coverage Form
limits of$1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Limits may be
achieved via a combination of primary and umbrella/excess insurance. Customer shall be
listed as an additional insured for ongoing operations.
Workers' Compensation
UKG small provide Workers' Compensation Insurance. Employers' Liability coverage is
required with limits of the following:
Bodily Injury by Accident $1,000,000 Each Accident
Bodily Injury by Disease $1,000,000 Each Employee
Bodily Injury by Disease $1,000,000 Policy Limit
Umbrella/Excess Liability
Limits of liability of$5,000,000 per occurrence.
Automobile Liability
Limits of liability of at least $1,000,000 combined single limit, including but not limited to, all
owned, hired and non-owned motor vehicles.
Professional Liability/ Errors & Omissions
UKG shall maintain coverage on a Professional Liability Form (or equivalent) in the amount
of$2,000,000 per claim with a $2,000,000 annual aggregate.
Cyber Risk Liability
UKG shall maintain coverage on a Cyber Risk Liability Form (or equivalent) in the amount
of$2,000,000 per claim with a $2,000,000 annual aggregate.
All Risk Property Insurance
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UKG shall provide All Risk Property Insurance in an amount not less than the full replacement
cost of UKG' property.
Miscellaneous
UKG shall supply Customer with the above proof of insurance, as required upon the signing
of this Agreement. All insurance companies for each of the coverages set forth above must
be rated A-or better with a financial rating of VI I or better in the most recent A.M. Best's Rating
Guide. The City is included as an additional insured via blanket endorsement for General
Liability and ongoing operations. Such protection shall be primary and non-contributory with
respect to the City's insurance, but only to the extent of UKG's negligence. Upon written
request, such blanket endorsement shall be provided to the City.
5. Termination:
5.1. The termination provisions outlined in Appendix 8, Public Sector Master Terms and
Conditions, section 7 of the Omnia Master Agreement shall govern the parties.
6. Indemnification: The indemnification provisions outlined in Appendix 8, Public Sector
Master Terms and Conditions, section 8 of the Omnia Master Agreement shall be amended
as follows:
6.1. Claims Against Customer. UKG will defend Customer and Customer's respective
directors, officers, and employees, who are acting on behalf of Customer ("Customer
Indemnified Parties"), from and against any and all third party Claims to the extent the
(i) Services or Documentation infringe or misappropriate any registered copyright or
patent, or ii caused by UKG's gross negligence, willful misconduct or fraud. UKG will
indemnify and hold harmless the Customer Indemnified Parties against any liabilities,
damages, costs, or expenses (including, without limitation, reasonable attorneys' fees)
actually awarded by a court of applicable jurisdiction to the extent resulting from such
third party Claim, or as a result of UKG's settlement of such third party Claim.
7. Limitation of Liability: The limitations of liability provisions outlined in Appendix 8, Public
Sector Master Terms and Conditions, section 9 of the Omnia Master Agreement shall be
amended as follows:
7.1. Monetary Cap. DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING
ON THE EFFECTIVE DATE OF THE APPLICABLE ORDER), UKG'S TOTAL
AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY
SERVICE PROVIDED TO CUSTOMER SHALL IN NO EVENT EXCEED TWO TIMES
(2X) THE AMOUNT PAID OR PAYABLE TO UKG DURING SUCH TWELVE (12)
MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE TO SUCH CLAIM(S).
8. Consultant's Compliance with Tax Laws: Consultant agrees to the City that when required
by applicable law, Consultant shall comply with all Oregon tax laws, including but not limited
to ORS 305.620, ORS 305.380(4), and ORS Chapters 316, 317, 318, in addition to any rules,
regulations, charter provisions, or ordinances that implement or enforce any of the foregoing
tax laws or provisions and any tax provisions imposed by a political subdivisions of the State
of Oregon.
9. Living Wage Requirements: If the amount of this Agreement is$27,163 or more, Consultant
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is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living
wage, as defined in that chapter, to all employees performing Work under this Agreement and
to any Subcontractor who performs 50% or more of the Work under this Agreement. To the
extent applicable, Consultant is also required to post the notice attached hereto as "Exhibit B"
predominantly in areas where it will be seen by all employees.
10. Notice: Whenever notice is required or permitted to be given under this Agreement, such
notice shall be given in writing to the other party by personal delivery, by sending via a
reputable commercial overnight courier, by mailing using registered or certified United States
mail, return receipt requested, postage prepaid, or by electronically confirmed at the
addresses set forth on page one of this agreement and included on the Order with a copy to:
City of Ashland— Legal Department
20 E. Main Street
Ashland, Oregon 97520
Phone. (541) 488-5350
11. General Provisions:
11.1. Non-appropriations Clause - Funds Available and Authorized: City has
sufficient funds currently available and authorized for expenditure to finance the costs of
this Agreement within the City's fiscal year budget. Consultant understands and agrees
that City's payment of amounts under this Agreement attributable to Work performed
after the last day of the current fiscal year is contingent on City appropriations, or other
expenditure authority sufficient to allow City in the exercise of its reasonable
administrative discretion, to continue to make payments under this Agreement. In the
event City has insufficient appropriations, limitations or other expenditure authority, City
may terminate this Agreement upon a 30 days written advance notice. In such event,
the City agrees to pay for the products delivered and the services performed under the
terms of the Agreement prior to the receipt by Consultant of the termination notice.
11.2. Statutory Requirements: The following laws of the State of Oregon are hereby
incorporated by reference into this Agreement: ORS 2798.220 and 2798.235.
11.3. Nondiscrimination: Consultant agrees that no person shall, on the grounds of
race, color, religion, creed, sex, marital status, familial status or domestic partnership,
national origin, age, mental or physical disability, sexual orientation, gender identity or
source of income, suffer discrimination in the performance of any Work under this
Agreement when employed by Consultant. Consultant agrees to comply with all
applicable requirements of federal and state civil rights and rehabilitation statutes, rules
and regulations. Further, Consultant agrees not to discriminate against a
disadvantaged business enterprise, minority-owned business, woman-owned business,
a business that a service-disabled veteran owns or an emerging small business
enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS
279A.110.
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11.4. Governing Law: This Agreement shall be governed by the laws of the State of
Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any
action arising under this Agreement shall be in the Circuit Court of the State of Oregon
for Jackson County unless exclusive jurisdiction is in federal court, in which case
exclusive venue shall be in the federal district court for the district of Oregon.
12. Merger: This agreement and the attached exhibits constitute the entire understanding and
agreement between the parties. No waiver, consent, modification or change of terms of this
agreement shall bind either party unless in writing and signed by both parties. Such waiver,
consent, modification or change, if made, shall be effective only in the specific instance and
for the specific purpose given. There are no understandings, agreements, or representations,
oral or written, not specified herein regarding this agreement. Consultant, by signature of its
authorized representative, hereby acknowledges that he/she has read this agreement,
understands it, and agrees to be bound by its terms and conditions.
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WITNESS WHEREOF, the parties have executed this Agreement in their respective names by
their duly authorized representatives as of the dates indicated below., This Agreement may be
executed in two counterparts, each of which shall be deemed an original, with equal force and
effect as if executed in a single document.
City of Ashland: Kronos SaaShr,lnG(Consultant):
Signed by.
By: JLU7f By: E
Sabrina Cotta,4aterim-City Manager
0/ 2, Alex Nguyen
Date,
Printed Name
Order Processing Analyst
Title
Purchase Order No. 8/27/2025 1 3:06 IPM EDT
Date
(W-9 is to be submitted with this signed Agreement)
E
Signed by:
APPROVED AS TO FORM: blk6wSU 11ADA043B
Erica Bukowski
City Attorney Lead Order Processing Analyst
8.22.25 8/28/2025
Date
Page 7 of 8 Personal Services Agreement Between the City of Ashland and Kronos SaaShr, Inc
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Exhibit B
City of Aithlaind,Oregon
City of Ashland
LIVING
w ,. , WAGE
per hour, effective June 30, 2025.
Will The Living Wage is adjusted annually emery
June 30 by the Consumer Price Index.
. • a project or portion of the 401K, and IRS ekgible
business of their employer„ if cafeteria plans (including
" the employer has tern or more childcare) benefits to the
employees, and has received employee's amount of gages.
Foa all hours waarked onder a financial assistance for the
service oontract betvwreen their project or business from the r Mate; For temporaryand patt-
employer and the City of City of Ashland over$27,163, lime employees, the Living
Ashland if the contract ' Wage does not apply to Die
exceeds$27,163 or mare. If their employer is the City of first 1040 hours worked in any
Ashland„ including the Darks calendar )wr. For more
For all hours aw rked in a and Reore,ation Depaftent. details, please see Ashland
month,if the employee spends Municipal Code Section
5ft or mote of the employreds ` In calculating the living wage 3,12,020.
trove in that month working on employers may add the value
of health care„ retiorement„
For additional information:
Call the Ashland City Managers office at 541-488-6002 or write to the City Manager,
City Hall,20 East Blain Street„Ashland,OR 97520„or visit the City's website at www,ashland.or_nrs.
Notice to Employers: This notice must be posted in areas where it can be seen by all ernpbyees.
u1'ry cwr
-ASHLAND
Docusign Envelope ID:2880BAE4-C141-4DA2-AA54-4C8934509FOC
Exhibit C
Certifications/Representations: Consultant, by and through its authorized
representative, , certifies that (a) the number shown on the attached W-9 form is its correct
taxpayer ID (or is waiting for the number to be issued to it and (b) Consultant is not subject to
backup withholding because: (i) it is exempt from backup withholding, or (ii) it has not been
notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result
of a failure to report all interest or dividends, or(iii) the IRS has notified it that it is no longer subject
to backup withholding. Consultant further represents and warrants to City that: (a) it has the
power and authority to enter into this Agreement and perform the Work, (b)the Agreement, when
executed and delivered, shall be a valid and binding obligation of Consultant enforceable in
accordance with its terms, (c) the work under the Agreement shall be performed in accordance
with the highest professional standards, and (d)Consultant is qualified, professionally competent,
and duly licensed (if applicable) to perform the Work. Consultant also certifies under that its
business is not in violation of any Oregon tax laws, it is an independent contractor as defined in
the Agreement, it is authorized to do business in the State of Oregon,and Consultant has checked
four or more of the following criteria that apply to its business.
_X (1) Consultant carries out the work or services at a location separate from a private
residence or is in a specific portion of a private residence, set aside as the location of
the business.
�X (2) Commercial advertising or business cards or a trade association membership are
purchased for the business.
_X_ (3) Telephone listing is used for the business separate from the personal residence
listing.
_X_ (4) Labor or services are performed only pursuant to written contracts.
_X (5) tabor or services are performed for two or more different persons within a period
of one year.
_X_ (6) Consultant assumes financial responsibility for defective workmanship or for
service not provided as evidenced by the ownership of performance bonds,
warranties, errors and omission (professional liability) insurance or liability insurance
C:g"°aby'by, to the Work or services to be provided.
Tb82ME1EC1T125..,
Consultant's signature
8/27/2025 13:06 PM EDT
Date
Docusign Envelope ID:2880BAE4-C141-4DA2-AA54-4C8934509FOC
Quote#:Q-346962
Page 1/4
%j1< G1
0 D k 'I"it, IF 0 1"Z AA
Quote#: Q-346962 Order Type: Quote
Expires: 29 Aug!, 2025 Date: 04 Aug,2025
Sales' xecutive: Michael A Knight
Effective Date: Effective as of the date of last signature of this Order
Customer Legal Name: Ship To: City of Ashland
City of Ashiland 2�0 E MAIN ST
ASHLAND, OR 97520-1814 USA
Customer Legal Address:
20 E MAIN ST,ASHLAND,OR 97520.11814 USA
Bill'To:City of Ashland
20 E MAIN ST
ASHLAND,OR 97520.1814 USA
Bill To Contact: Ship To Contact: Sabrina Cotta
Ship to Phone: 541.552.2106
Ship to Mobile:
Contact:Sabrina Cotta
Email: sabrina.cotta@ashiand.or.us
Currency: USD Shipping Terms. Shipping Point
Customer PO Number: Ship Method: FedEx Ground
Solution ID:6216263 Freight Term,: Prepay&Add
Initial Term: 36 months Renewal Term- 12 months
Uplift Percent:4% Payment Terms: Net 30 Days
Billing Start Date: Upon Signature of Order Form
.............
UKG Kronios SaaShr,Inc.,AUKG Company 3040 Route 22 West,Suite 200 Branchburg,NJ 08876 +1 800 225 1561
Docusign Envelope ID:2880BAE4-C141-4DA2-AA54-4C8934509FOC
QuoteM Q-346962
Page 2/4
snub scdj�')flon Sm Oces
Billing Frequency:Annual in Advance
UKG READY ACA MANAGER 260 USD 0,32 USD 8320 USD 998A0
163.80 1 '60
D
77 USD 1,965,60 UKG READY ACCRUALS MANAGER 260 USD 0.63 USD 1163.80
UKG READY ATTESTATION 260 USD 0.32 USD 83.20 USD 998.40
UKG READY HR 260 USD 3.78 USD 982.80 USD 11,793,60
UKG READY INTEGRATION HUB I USD 0.00 USD 0.00 USD 0.00
UKG READY LEAVE 260 USD 0.95 USD 247.00 USD 2,964.00
UKG READY PAYROLL 260 USD 3.78 USD 982.80 USD 11,793-60
UKG READY PERFORMANCE 260 USD 0.63 USD 163.80 USD 1,965.60
UKG READY RECRUITING 260 USD 0.63 USD 163.80 USD 1,965.60
UKG READY TIME 260 USD 3.78 USD 982.80 USD 11,793.60
UKG READY PAYROLL SERVICES WITH S,MARTCHECK 260 USD 2.00 USD 520,00 USD 6,240.00
Total Price USD 4,373.20 USD 52,478A0
Fixed Fee
Billing Frequency:Billed 100%upon signature of the order form
UKG READY LAUNCH FIXED FEE Grouped 1 USD 25,450.00 USD 25,450.00
otat Price USD 25,450.00
()u0tesimininary For reference only
=milli............ i"
Minimum Monthly SaaS Service&Equipment Rental Fee !!!!!U!9D!4,39-1320
MENNEN=
Minimum Annual SaaS Service&Equipment Rental Fee USD
11 j, wilm iiiiii !':1! 1: 11 1; 11 liii ii I
Total Fixed Fees USD 25,460.001
7
Kronos SlaaShr,Inc.,A UKG Company 3040 Route 22 West,Suite 200 Brancliburg,NJO8876 +1 800 225 1561
Docusign Envelope ID:2880BAE4-C141-4DA2-AA54-4C8934509FOC
Quote#:0-346962
Page 3/4
Order Notes:
This Order is subject to the Master Agreement No 24-6833 entered into between Cobb County Board of Commissioner("Lead Agency")
and UKG Kronos Systems,LLG("UKG')effective as of July 14th,2025(the"Omnla Master Agreement No. 24-6833")and used by
Customer as an Omnia Participating Public Agency,
UKG Launch is based on the Launch Quantity of 260 Employees
The Subscription Fees for the applicable monthly Minimum Quantities are due on the Billing Frequency stated on the Order Form and
invoiced sixty(60)days in advance of the Billing Start Date and annual anniversary.To reconcile the actual employee counts,promptly
following the end of each month starting from the Billing Start Date, UKG will invoice Customer for the actual number of employees in
each month that exceeded the Monthly Minimum Quantity.
UKG will provide the UKG Ready professional Services offering in accordance with the UKG Launch- UKG Ready Services Description
located at:
www.ukg.com/services-descriptions
.................... ........................ ........... .........-. --,............
UKG Kronos SaaShr,Inc,,A UKG Company 3040 Route 22 West,Suite 200 Brandiburg,NJI08876 +1 800 225 1561
Docusign Envelope ID:2880BAE4-C141-4DA2-AA54-4C8934509FOC
Quote#:Q-346962
Page 4/4
IN WITNESS WHEREOF,the parties have caused this Order to be executed by their authorized representatives and shall be effective
as,of the date of the last Signature below.
City of Ashland Kronos SaaShr, Inc.
$WM*d by.
Sjgnature;
Signature: MOMS-
Name: o"o, (Ad Name: Alex Nguyen
Order Processing Analyst
Title: Title:
Date: L2 -S Date: 8/27/2025 ( 3:06 PM EDT
The monthly price on this Order has been rounded to two decimal places for display purposes.As many as eight decimal places may
be present in the actual price. Due to the rounding calculations,the actual price may not display as expected when displayed on your
Order. Nonetheless,the actual price an your invoice is the true and binding total for this Order for purposes of amounts owed for the
term. If you are tax exempt, please email a copy of your"Tax Exempt Certificate"to'l-axExer iplir)rlfauk(4 iI along with the quote
number otherwise this order is subject to applicable taxes.The actual tax amount to be paid by Customer will be shown on Customer's
invoice,
Signed by:
VtLabtk6ws
B
Erica Bukowski
Lead Order Processing Analyst
8/28/2025
........................................................ ............... ............
UKG KronosSaaSh�r,Inc., Company 3040 Route 22 West,Suite 200 Brancliburg,N)08876 +18002251561
Docusign Envelope ID:2880BAE4-C141-4DA2-AA54-4C8934509FOC
UKG Kronos Systems, LLC Commercial Terms and Conditions
These Public Sector Master Terms and Conditions(this"Agreement")apply to UKG Software as a Services offerings, Equipment
and other related Services that are ordered from the Contractor under the Contractor Contract with the Ordering Activity. If
Ordering Activity is not the United States Federal Government ( Federal") or a Federal Agency, as well as state, local,or public
education entities created by the Applicable Laws(including constitution or statute)of the applicable state("SLED'),the UKG Master
Services Agreement,which is generally available at h1tgs://v)wwukg.cg ihnsq(or other such titled written or electronic agreement
addressing the same subject matter) shall apply, The Agreement posted on the date Customer signs the applicable Order or
Statement of Work will apply for the duration of the Order or Statement of Work; however, UKG reserves the right to change the
Master Services Agreement posted on this URL from time to time, but such change will not affect then existing Orders or
Statements of Work. Archived Master Services Agreements can be found at:
1 Services
1.1 Subscription Services. The Subscription Services will be identified in the Order. During the Initial Term and all
applicable Renewal Terms defined in the Order, UKG will provide the Subscription Services to Customer and Customer
may use such Subscription Services solely for its internal business purposes to manage the type and number of its
employees subject to and conditioned on payment by Contractor of all fees and Customer's compliance with this
Agreement,the Documentation, and the Order. Customer agrees that its purchases are not contingent on the delivery of
any future functionality or features, or dependent on any oral or written public comments made by UKG regarding future
functionality or features,
1.2 Support Services, UKG shall maintain a trained and knowledgeable staff capable of providing support for the
Subscription Services. UKG will use commercially reasonable diligence to correct reproducible errors when reported to
UKG and provide phone,email, or online support 24 hours a day/7 days a week as set forth in the UKG Support Policy
located in the applicable Services Description and also available at ttl I
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services. UKG will also provide scheduled and periodic enhancements and modifications to the Subscription Services,
including bug fixes,to correct reproducible errors reported to UKG.
1.3 Professional Services, UKG will provide the Professional Services listed in the Order,in accordance with the applicable
Statement of Work. If Customer requests additional Services that were not previously identified on an Order or Statement
of Work, then the Parties may need to execute additional Orders or Statements of Work,
1.4 Training Services. In connection with a Subscription Service, UKG will provide (a) live virtual training facilitated by a
knowledgeable instructor and delivered remotely via a published schedule intended for (I) the core team to help key
functional and technical users make informed solution design and configuration decisions and to provide fundamental
product knowledge, and (ii) an application and system administrator to prepare functional and technical super users to
perform their most common tasks in the solution;and(b)self-paced product training.Training Services outside the scope
of this section shall be provided by UKG as described in the Order and Statement of Work.
2. Acknowledgements
2.1 Reservation of Rights. The Subscription Services are provided with a limited right to use and are not sold, and UKG
reserves and retains all rights not expressly granted in this Agreement. UKG has and shall maintain sole and exclusive
ownership of all rights, title, and interests in the Services and Documentation, and all modifications and enhancements
thereof(including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights
pertaining thereto).There will be no"work for hire'created as part of the Services or any deliverables owned by Customer,
and all works, customizations, models, and developments created by UKG shall be considered a part of the Services.
2,2 Use Restrictions. Except as expressly provided in this Agreement, no other use of the Subscription Services is
permitted, Customer may not,and may not cause or permit others to:(a)reverse engineer,disassemble,adapt,translate,
or decompile the Subscription Services, including,without limitation,any third party components,or otherwise attempt to
derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign,
distribute, or outsource use of the Subscription Services or Documentation, or provide service bureau, data processing,
or time sharing access to the Subscription Services, or otherwise use the Subscription Services to provide payroll or
human resource record keeping for third parties; (c) create Internet "links" to the Subscription Services or"frame" or
"mirror" the Subscription Services on any other server, or wireless or Internet-based device; (d) access or use the
Subscription Services or Documentation to build or support, directly or indirectly, products or services competitive to
UKG; (e)interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein;
(0 attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g)
remove or alter any proprietary notices or marks on the Subscription Services or Documentation.
2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request,
recommendation, evaluation, correction:, or other feedback about the Services ("Feedback"), but if it does, Customer
grants to UKG and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute,
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disclose, create derivative works, and make and incorporate such Feedback into its Services for any purpose. UKG has
no obligation to incorporate or apply any Feedback to the Services.
2.4 Consent to Subcontract.Customer hereby consents to UKG subcontracting Services to persons or companies qualified
by UKG to provide Services on UKG's behalf. UKG may also fulfill its obligations related to certain Services through its
affiliates. UKG shall be responsible for the actions of its subcontractors and Affiliates,
2.5 Compliance with Laws.UKG shall comply with Applicable Laws in performing its obligations hereunder.Customer shall
comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable
Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whether
UKG provides assistance with Customer compliance matters. Customer acknowledges that the specific record retention
requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG.
2.6 Upgrades and Modifications.
2.6.1 Upgrades. Customer acknowledges that the Subscription Services may change at any time as required by changes to
normal business conditions. It is further understood by Customer that any changes to the Subscription Services will be
applicable to all UKG customers utilizing the Subscription Services and such changes will not materially diminish the
functionality of the Subscription Services.
2.6.2 Modifications. UKG may unilaterally revise its Master Services Agreement (`MSA") terms if they are not material. For
revisions that will materially change the terms of the Agreement, the revised MSA terms must be incorporated into the
Agreement which will be published. Any MSA terms or conditions unilaterally revised that are inconsistent with any material
term or provision of this Agreement shall not be enforceable against the Customer,and the Customer shall not be deemed
to have consented to them.
2.7 Acceptable Use.Customerwill use the Subscription Services in full compliance with the Acceptable Use Policy attached
as Exhibit 1 and which could be found in http:/Aw-Am.ukg.com/acceptable-use-policy('Acceptable Use Policy"),which
requires Customer not to(a) use,or encourage, promote, facilitate or instruct others to use, the Services for any illegal,
harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal,
harmful, or offensive,(b)use the Services to violate the security or integrity of any network,computeror communications
system, software application, or network or computing device, (c) interfere with or fall to cooperate with any UKG
investigation of a security incident involving any UKG system, infrastructure or customer data, (d) make network
connections to any users, hosts, or networks unless Customer has permission to communicate with them, and(e) use
the Service to distribute, publish,send,or facilitate the sending of unsolicited mass a-mails or other messages.
2.8 Access Credentials. Except as otherwise provided herein, Customer will not provide any third party with access
credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials.
Customer will be responsible for all acts and omissions of its users. Customer will notify UKG promptly if it learns of any
unauthorized use of any access credentials or any other known or suspected breach of security. If Customer allows use
of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such
department or public agency to execute a separate Order with UKG to establish its own tenant environment, then
Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate,and will
fully cooperate with UKG in enforcing all of its rights to, interests in, and protection of the Services, including in seeking
equitable remedies against any Affiliate that breaches this Agreement. Customer may also allow use of the Subscription
Services by its legally bound contractors,provided such use is solely on Customer's behalf, is strictly in compliance with
the terms and conditions of this Agreement, Customer at all times remains in control of and retains management over
the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor. Customer
authorizes UKG to provide such Customer contractors access to the Subscription Services.
2.9 Connectivity.Customer is responsible for securing,paying for,and maintaining connectivity to the Subscription Services
from Customer's locations)via the internet, including any and all related hardware, software, third party services, and
related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such
connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality,speed,
or interruption of the communication lines from the Customer's location(s)to the internet.
3. Fees and Taxes
UKG understands that Customer may be subject to Applicable Laws governing payment, including availability of funds,
timing of payments, late payment interest penalties, and taxes.
3.1 Fees.Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order,the
billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time period
indicated as the Initial Term and all Renewal Terms, each as defined on the Order. Customer is responsible to pay for
the Services for the entire Initial Term and each Renewal Term. UKG may increase the fees as set forth in the Order.
The increased fees will be set forth in the applicable invoice. Except as otherwise specified in the Order and this
Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b)
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minimum quantities purchased cannot be decreased during the relevant subscription term; (c)additional quantities may
be purchased; and(d)payment obligations are non-cancelable and fees paid are non-refundable,
3,2 Taxes. This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored
by applicable taxing authorities that covers all Taxes.The fees exclude,and Customer will be responsible for,all applicable
sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges of any kind imposed by any
governmental entity in connection with the Services(excluding taxes based solely on UKG's income)('Taxes").
33 Late Payment. Any invoices not reasonably disputed in writing within thirty (30) days from the date of receipt will be
deemed undisputed and due.All undisputed invoices not paid within thirty(30)days after the date such amounts are due
and payable may accrue interest at a rate up to the maximum allowable by applicable law. Customer will reimburse UKG
for any additional reasonable cost incurred by UKG in connection with collecting; any amounts payable under this
Agreement. If Customer is more than thirty (30) days overdue in its payment of an undisputed amount due, then UKG
reserves the right to suspend the Services provided under the applicable Order, but only until such payment is made to
UKG and provided that UKG gives Customer at least ten (10) business days prior written,notice of the overdue amount
before UKG suspends the Services. Upon payment in full of all,overdue amounts, UKG will restore the Services,
4. Data, Security and Privacy
4.1 Ownership of Customer Data. Customer shall retain ownership of all rights, title, and interests in and to Customer Data,
No ownership rights in Customer Data will transfer to UK(3. UKG will maintain backup copies of Customer Data, but
Customer is responsible for maintaining backup copies of all!data and information that Customer inputs into the Services
or otherwise provides to UKG.
4.2 Use of Customer Data.Consistent with common SaaS industry practices and in accordance with Applicable Laws, UKG
collects Customer Data to keep Services regularly up to date with appropriate market standards and securi� . All
- --r-111 Y
Customer Data collected is used solely for the purpose of providing and improving the Services and enhancing the
customer experience with new functionalities.
4.3 Collection of Personal Information. Services may employ applications and tools that collect and process Personal
Information that may be required by UKG to provide the requested Services or functionality included in or related to those
Services. If Customer wishes to stop the collection and processing of Personal Information, Customer may need to
uninstall or discontinue using certain Services,
4.4 Data Privacy and Security. Each Pa agree to comply with Applicable Laws in its processing of Personal Information,
UKG and its subprocessors will process Personal Information in accordance with UKG's DPA(United States)located in
Exhibit 2, All Customer Data will be secured and protected as set forth in the Technical and Organizational Measures of
UKG's DPA.
4.5 Monitoring. UKG may monitor and analyse the use of its Subscription Services, which may capture information
concerninq security and how often Customers use the application, the events that occur within the application,
aggretlated usage, performance data, and access locations.The Subscription Services will collect usacle statistics,
telemetry, and other data from Customer, such as mobile-number, email address, IP address, and other unique
verification identifier, for the gurposes of enabling multifactor authentication: providing, operating, maintaining,
customizing, and improving the Subsqri tio,n Services and its securItV: developing new or different functionalities° and
bench mpLkjng_())rQrrc1k-*j l 1 g_and training.
5. Confidentiality
5.1 Definition."Confidential Information"is any non-public information relating to a Party that is disclosed pursuant to any
Order or this Agreement, and which reasonably should be understood by the recipient of such information to be
confidential because of(a), legends or other markings; (b) the circumstances of the disclosure; or(c) the nature of the
information itself,
5.2 Exceptions. Information will not be considered Confidential Information if the information was (a) in the public domain
without any breach of this Agreement; (b) disclosed to the receiving Party on a non-confidential basis from a source
lawfully in possession of such Confidential Information and,to the knowledge of the receiving Party,is not prohibited from
disclosing such Confidential information to receiving Party;(c)released in writing from confidential treatment by disclosing
Party;or(d)is independently developed by the receiving Party without use of or reference to the Confidential Information.
5.3 Nondisclosure. Except as expressly permitted in this section, neither Party will disclose the other Party's Confidential
Information to any third party.
5.4 Protection. Each Party will secure and protect the Confidential Information of the other Party with a reasonable standard
of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as
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stringent as it takes to protect its own Confidential Information of like nature, but no less than reasonable precautions.
5.5 Use. Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to
exercise their rights, duties, and obligations under this Agreement.
5.6 Disclosure Exceptions. Confidential Information may be shared with and disclosed to(a)any Affiliate, subcontractor,
or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations
in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality
provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency of
competent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the
receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a
legal process, including in connection with any proceeding to establish a Parry's rights or obligations under this
Agreement(provided however that,when permitted by Applicable Law,a Partywill give the other reasonable priorwritten
notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).
5.7 FOWPublic Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, UKG acknowledges
that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information
Act and any state equivalents or other open-records or public disclosure Applicable Laws. Customer may disclose such
information to third parties upon written request to the extent compelled by such Applicable Laws;provided that, prior to
any such disclosure,Customer provides prior written notice of such compelled disclosure(to the extent legally permitted)
and reasonable assistance, at UKG's cost, if UKG wishes to limit or contest the scope of the disclosure in whole or in
part.
6. Warranty
6A Mutual Warranties. Each Parry hereby warrants that(a)it has the full right and authority to enter into this Agreement;and
(b)the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any
other agreement of such Party or any judgment,order, or decree by which such Party is bound.
6.2 Subscription Services Warranty. UKG warrants that the Subscription Services will substantially conform with the
Documentation and that the functionality of the Subscription Services will not be materially diminished or adversely
modified In the event of a breach of the warranty described in this Section, as Customers exclusive remedy and UKG's
sole obligation, at UKG's cost, UKG will make commercially reasonable efforts to remedy such breach, provided that if
UKG cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in
accordance with Section 7.2.2.Customer agrees to report any non-conformance of the Subscription Services within thirty
(30)days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or
verify the non-conforming aspect of the Subscription Services.
6.3 Professional, Support, and Training Services Warranty. UKG warrants that the Professional Services, Support
Services,and Training Services will be performed by qualified personnel in a good and professional manner. In the event
UKG breaches the warranty described in this Section,as Customers exclusive remedy and UKG's sole obligation, UKG
will reperform the deficient Professional, Support, or Training Service, at UKG's cost, provided that if UKG cannot
substantially remedy such breach, then UKG will refund any fees prepaid by Customer for the affected Services.
Customer must report any deficiencies in such Services, including Professional Services, within thirty(30) days of the
completion of the Services.
6.4 Disclaimer.TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,UKG DISCLAIMS ALL OTHER WARRANTIES
NOT SET FORTH IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF
MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE
PRACTICE, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND ANY PRODUCTS PROVIDED BY
UKG. UKG DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY OTHER
PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR
SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER
MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED; HOWEVER, ANY
SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS
AGREEMENT(UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE).
6.5 Customer Warranty.Customer warrants that it has all rights and required consents to provide to UKG Customer Data.
7. Term and Termination
7.1 Term of the Agreement. The term of this Agreement commences on the Effective Date and continues until the stated
term in each applicable Order or as otherwise terminated as permitted in this Agreement. At the expiration of the Initial
Term,and at the expiration of each Renewal Term,each as indicated on the Order,the Services will automatically renew
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for the duration indicated on the Order as the Renewal Term.
7.2 Types of Termination
7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least sixty(60) days prior
written notice to be effective at the expiration of the then current Initial Term Ora Renewal Term,
7.2.2 For Cause. Either Party may terminate this Agreement, or any Service identified in an Order, if the other Party
fails to perform any material obligation under this Agreement, and such Party is not able to cure the non-
performance within thirty(30)days of written notice of such default with reasonably sufficient detail regarding the
alleged breach, provided that UKG may immediately terminate or suspend Customer's access to the Services if
Customer is in breach of the"Use Restrictions' or'Confidentiality"sections of this Agreement, or the Acceptable
Use Policy to prevent further harm. Either Party may immediately terminate this Agreement and all Orders if the
other Party has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its
insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a
petition in bankruptcy. Other than as expressly permitted in this Agreement, or an Order, SOW, or Services
Description, neither Party may terminate this Agreement and each Party remains fully obligated to the terms and
conditions herein.
7.2.3 For Non-Appropriation of Funds. If Customer is a US Federal, State, or Local governmental entity that relies
on funding which is allocated at the federal,state and/or local level to fund the Service in the Agreement,then,to
the extent required by law,the following will apply: Customer may terminate the Service in the event of a reduction
in appropriations to any fund(s) from which UKG is to be paid for Services ordered under this Agreement but not
yet delivered. Customer will provide a ninety(90)day prior written notice in the event of such termination to UKG
and Customer agrees to pay for the products delivered and the services performed by UKG prior to the effective
date of such notice. In the event of such termination, Customer shall not be entitled to a refund of pre-paid
Services, such as the support fees. Customer acknowledges that by executing an Order Farm for the Services,
Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term(as applicable)
as indicated on such Order.
7.3 Effects of Termination.The following terms apply if an Order is terminated for any reason:
7.3.1 Fees. All fees will be paid by Customer for amounts owed through the effective date of termination, and, if the
Order is terminated for UKG's breach of the Agreement,any fries prepaid by Customer for the Service not rendered
prior to the effective date of termination will be credited against Customer's account,with any remaining amounts
refunded to Customer within thirty(30)days of the effective date of termination.
7.3.2 Cessation of Services. UKG will cease to provide the Services to Customer and Customer's right to use and
access the Subscription Services will end as of the effective date of termination, If Customer requires access to
the Subscription Services after the effective date of termination or transition assistance, such access and
assistance will be subject to mutual agreement and additional fees, under a separate Order or SOW, and will be
subject to the terms and conditions of this Agreement.
7.3.3 Deletion of Customer Data. UKG will delete Customer Data after Customer's rights to access the Subscription
Services and retrieve Customer Data have ended, unless otherwise provided under this Agreement, a Services
Description, Order, SOW, or another document. UKG will delete Customer Data in a series of steps and in
accordance with UKG's standard business practices for destruction of Customer Data and system backups. UKG
has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of UKG's data
management program(s)or practice(s), and in accordance with Applicable Laws.
7.3.4 Confidential Information.UKG and Customer will each return or destroy any Confidential information of the other
Party, with any retained Confidential Information remaining subject to this Agreement.
B. Indemnification
8.1 Claims Against Customer. UKG will defend Customer and Customers respective directors, officers, and employees,
who are acting on behalf of Customer("Customer indemnified Parties'),from and against any and all third party Claims
to the extent the Services or Documentation infringe or misappropriate any registered copyright or patent. UKG will
indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs, or expenses
(including, without limitation, reasonable attorneys' fees) actually awarded by a court of applicable jurisdiction to the
extent resulting from such third party Claim, or as a result of UKG's settlement of such third party Claim.
8.2 Mitigation.In the event that a final injunction is obtained against Customer's use of the Subscription Services by reason
of infringement or misappropriation, or if in UKG's opinion, the use of the Subscription Services is likely to become the
subject of a successful Claim of infringement or misappropriation, UKG(at its option and expense)will use commercially
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reasonable efforts to either(a)procure for Customer the right to continue using the Subscription Services as provided in
the Agreement; or (b) replace or modify the Subscription Services so that they become non-infringing but remain
substantively similar to the affected Subscription Services. Should neither(a)nor(b)be commercially reasonable,either
Party may terminate the Agreement and the rights granted hereunder upon written notice,at which time UKG will provide
a refund to Customer of any fees paid by Customer for the infringing elements covering the period of their unavailability.
8.3 Exceptions. UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or
misappropriation of the Subscription Services is based on (a) a modification undertaken by Customer, or on behalf of
Customer; (b)use other than as expressly permitle by this Agreement or by UKG in writing; or(c)use in conjunction with
any equipment,service,or software not provided by UKG,where the Subscription Services would not otherwise infringe,
misappropriate, or become the subject of the third party Claim.
8.4 Qualifications. Customer will provide written notice to USCG promptly after receiving notice of a third party Claim. If
defense of such third party Claim is materially prejudiced by a delay in providing notice, UKG will be relieved from
providing such indemnity to the extent of the delay's impact on the defense. UKG will have sole control of the defense
of any indemnified third party Claim and all negotiations for its settlement or compromise, provided that UKG will not
enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer.
Customer will cooperate fully(at UKG's request and expense)with UKG in the defense, settlement, and compromise of
any such action. Customer may retain its own counsel at its own expense,subject to UKG's rights above.
8.5 Government Control of Defense. If Customer is a US Federal, State,or Local governmental entity,then, to the extent
required by law,the following will apply:Any provision of the Agreement requiring UKG to defend or indemnify Customer
is hereby amended,solely to the extent required by Applicable Laws,to provide that the U.S. Department of Justice(for
a Federal Customer)or applicable State Attorney General's Office(for a SLED Customer)has the right to represent the
respective Federal or SLED entity in litigation and other formal proceedings at its own cost. Subject to approval of the
U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General's Office (for a SLED
Customer),If applicable, Customer shall tender defense of action to UKG upon request by UKG.
8.6 This"Indemnification"section states UKG's sole liability and Customer's exclusive remedy for all third party Claims and
damages.
9. Limitations of Liability
9.1 Monetary Cap. DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING ON THE EFFECTIVE DATE
OF THE APPLICABLE ORDER), UKG'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN
CONNECTION WITH ANY SERVICE SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE BY
CUSTOMER TO UKG DURING SUCH TWELVE(12) MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE
TO SUCH CLAIM(S),
9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL,
SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT
SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST
GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT,
HOWEVER CAUSED; OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER'S DATA OR APPLICATIONS,
CUSTOMER'S ALLOWANCE OF UNAUTHORIZED THIRD PARTY ACCESS,OR CUSTOMER'S INTRODUCTION OF
MALICIOUS CODE.
9.3 Applicability of Limitations.THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF LEGAL THEORY
AND THE REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH
DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT
SHALL OPERATE TO EXCLUDE OR LIMIT THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY
CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INSOFAR AS APPLICABLE LAW
PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE
AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH
APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE
AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. General
10.1 Jurisdiction &Dispute Resolution.This Agreement is governed by and is to be interpreted solely in accordance with
the laws of the Commonwealth of Massachusetts,without regard to any conflict of law provision that would result in the
application of a different body of law, and each Party agrees to submit to exclusive venue in the courts in Boston,
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Massachusetts in any dispute arising out of or relating to this Agreement. The United Nations Commission on
International Trade Law,the United Nations Convention on Contracts for the International Sale of Goods,and the Uniform
Computer Information Transactions Act(UCITA)will not apply to this Agreement.
Federal Government Use Provision.
10.1. Federal Government Use Provision. If the ultimate end user is a U.S.federal government entity,then it acknowledges
that the Subscription Services,Equipment and Documentation consist of'commercial services"and"commercial products,"
as defined in FAR 2.101, consisting of"commercial computer software," "commercial computer software documentation"
and "technical data" as these terms are used in FAR 12.211-12.212 and in DFARS 227.7202, as applicable. All such
government end users will comply with these TOU while using Subscription Services, Equipment and Documentation. the
rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer
software, commercial computer software documentation, and technical data furnished in connection with the Subscription
Services, Equipment and Documentation shall be as provided in this TOU, except that, for U.S. Department of Defense
end users,technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. if such
Customer needs any additional rights, it must negotiate a mutually agreed addendum to these TOU specifically granting
those rights.
10.2 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable
jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents
that it is not on any U.S.government denied-party list and it shall not make the Services available to any person or entity
that(a)is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S.government list of
prohibited or restricted parties; or(c) is engaged in activities directly or indirectly related to proliferation of weapons of
mass destruction.
10.3 UKG's Employer Obligations. UKG is responsible for compliance with all requirements and obligations relating to its
employees under all Applicable Laws including, but not limited to, employer's obligations under laws relating to: payroll,
income tax withholding and reporting; civil rights; equal employment opportunity;discrimination on the basis of age, sex,
race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution
and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and
ail other employment, labor, or benefits related laws.
10.4 Human Trafficking and Modern Slavery. UKG shall comply with all Applicable Laws regard€ng slavery and human
trafficking of the state, province, and country/countries in which they are performing the Services and doing business,
including, but not limited to, the California Transparency in Supply Chains Act and the United Kingdom Modern Slavery
Act.
10.5 E-Verify.To the extent required by Applicable taws, UKG agrees to utilize the U.S. Department or Homeland
Security's E-Verify system, to verify the employment eligibility of all persons assigned by UKG to perform work in the
United States pursuant to this Agreement,
10.6 Severability and Waiver. The invalidity or illegality of any provision in this Agreement will not affect the validity of any
other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this Agreement will
not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party.
10.7 Surviving Provisions.Provisions in this Agreement which by their nature are intended to survive in the event of a dispute
or because their obligations continue past termination of the Agreement, including provisions relating to
acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and
termination,will so survive.
10.8 Assignment.This Agreement cannot be assigned by a Party,whether by operation of law or otherwise,without the prior
written consent of the other Party;provided, however,that either Parry may assign this Agreement in its entirety(including
all Orders and Statements of Work)as part of a merger, acquisition,transfer,or sale of all or substantially all of its assets,
stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions
of this Agreement, the Orders, and Statements of Work. In the event of such an assignment, the non-assigning party
shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary
resources and expertise to provide the Service. In no event shall Customer have the right to assign the Agreement to a
direct competitor of UKG. This Agreement shall be binding on and inure to the benefit of all permitted predecessors,
successors,and assigns of each Party.
10.9 Force Majeure.If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party
from performing its obligations under this Agreement, including, but not limited to, acts of war,terrorism, uprising, acts of
nature like earthquakes or floods, measures of any governmental authority in response to pandemics,epidemics or other
viral or bacterial outbreaks,civil unrest,embargoes, riots,sabotage, labor shortages, changes in laws or regulations, the
failure of the internet or communications via common networks, failure of payment transfer mechanisms (but not lack of
funds to make payments), power or system failure, or a delay in transportation(collectively'Force Majeure"),each Party
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will be excused from performance of its obligations under this Agreement,for the duration of the Force Majeure affecting
such Party, provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure.
Notwithstanding the foregoing, UKG remains obligated to provide disaster recovery portions of the Services to the extent
not also prevented by the Force Majeure.
10.10 Publicity. UKG will not publicize matters relating to Customer's,use of the Services without Customer's prior consent.
Despite the foregoing, UKG may identify the Customer as a UKG customer and use Customer's name, trademark, and
logo, in any and all media, including without limitation, UKG's advertising literature, marketing materials, websites, and
lists of UKG's customers; however, such usage shall not be classified as an advertisement but only identification as an
entity who receives the Service from UKG. For the avoidance of doubt, this section does not prohibit UKG from
referencing Customers name in a verbal format.
1011 Notice. When either Party needs to provide notification or consent under this Agreement, those notices and consents
must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following:
UKGLegja0g_u_kq corn with a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. All
notices to Customer will be sent to the contact listed' on the applicable Order. Notices sent elsewhere will not be
considered effective under this Agreement. Any cure period required under this Agreement will begin on the date the
notice is received.
10.12 eSignature. Each Party agrees that an eSignature(or a facsimile signature by the authorized representative)is evidence
of acceptance of a valid and enforceable agreement.
10.13 No Third Party Beneficiaries.The provisions of this Agreement are for the sole benefit of the Parties and they will not
be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement.
10.14 Titles and Headings.Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.
10.15 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to
constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for
any purpose.
10.16 Entire Agreement. This Agreement (and any information in referenced herein, including in an exhibit, schedule,
attachment, annex, or at any URL)along with any correspond'�ing Order, SOW, and'Services Description constitute the
entire agreement between the, Parties pertaining to each Order. This Agreement supersedes all prior and
contemporaneous representations, negotiations, and communications between the Parties relating to the Services and
its subject matter. Customer acknowledges that it has not relied upon any such representations, negotiations, and
communications, and waives any rights or claims arising from such representations, negotiations, and communications,
including any claims for fraud or misrepresentation, This Agreement may only be amended in writing signed by each of
the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase
order are null and void. In the event of a conflict between,the provisions contained in this Agreement and those contained
in an Order, SOW, or Services Description, the following order of precedence shall apply: (1) the Order, (2) this
Agreement, (3)Services Description, and(4)the SOW.
11. Definitions
11.1 "Affiliates" means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.,; and as to Customer,
those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer.
'Control'(in this context)means the possession,directly or indirectly, of the power to direct or cause the direction of the
management and operating policies of the entity in respect of which the determination is being made through the
ownership of the majority of its voting or equity securities, contract,or otherwise.
11.2 "Applicable Law(s)"means all laws,codes,legislative acts, regulations,ordinances:,administrative rules,rules of court,
and court orders applicable to a Party's respective business.
11.3 "Clalm(s)"means any and all notices,charges, claims, proceedings, actions, causes of action and suits,
11.4 "Customer,Data"means all content,information,and data Customer inputs into the Subscription Services, including but
not limited to Personal Information.
11.5 "Documentation" means the written specifications for the Subscription Services or other documentation published
online by UKG on its community pages, such as user manuals and administrator guides, as well as the Services
Descriptions.
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111,6 "DPA"means UKG's U.S, Data Processing Agreement included as Exhibit 2
11.6 "Order" means an order form, agreed by both Parties, which is subject to this Agreement or otherwise references this
Agreement,setting out,among other things,the type and quantity of employees that may be managed in the Subscription
Services,the term of the Order, price and payment terms of the Services to be provided by UKG, and the fees to be paid
by Customer.
11.7 "Party"or"Parties"means UKG or Customer:,or both, as the context dictates.
11.8 "Personal Information"means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including
personal information" as defined under the California Consumer Privacy Act("CCPA") and any similar terms, such as
personally identifiable information'"
11.9 "Professional Services"means the deployment,launch,configuration,implementation,integration,delivery,consulting,
managed, and other similar services provided hereunder,
11.10 "Services"means the(a)Subscription Services; (b) Support Services; (c)Professional Services; (d)Training Services-,
and(e) other services or offerings as set forth in an Order.
11.11 "Services Description" means the supplemental terms applicable to a Subscription Service or other offerings located
at rJ flans.
11.12 "Statement of Work"or"SOW"means a document executed by both Parties, which is subject to this Agreement and
the applicable Order or otherwise references this Agreement, detailing the scope of Professional Services or Training
Services, the associated fees, and other applicable terms.
11.13 "Subscription;Services"means those UKG software-as-a-service("SaaS')applications set forth on the Order,including
the UKG data accessible therein, and made available to Customer via a hosted multi-tenant environment to use on a
subscription basis.
I 1A 5 "Support Services" means support and maintenance services provided by UKG for the Subscription Services, as
described in this Agreement,
11.16 "Training Services" means in person and virtual instructor-led training and' courses, including online, on-demand, in-
product, and on-site courses provided by LIM
11.17 "UIKG"means UKG Kronos Systems, LLC.,a Massachusetts limited liability company with its principal place of business
at 900 Chelmsford Street, Lowell, MA 01851,
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Exhibit 1
Acceptable Use Policy
This Acceptable Use Policy(this"Policy")describes prohibited uses of the Services. In accordance with the Agreement, Customer
agrees to use the Services in accordance with the latest version of this Policy.
1. Prohibited Use.
Customer agrees that it shall not use the Services, nor authorize, encourage, promote, facilitate or instruct others including its
authorized users or Affiliates to use the Services as set forth below:
PROHIBITED USE DESCRIPTIONS AND EXAMPLES
(a) No Illegal, Harmful,or Customer may not use, or encourage,promote, facilitate or instruct others to use, the Services for any
Offensive Use or Content illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available
content that is illegal, harmful, or offensive. Prohibited activities or content include, but are not limited
to:
• Illegal Activities.Any illegal activities, including advertising,transmitting, or otherwise
making available gambling sites or services or disseminating, promoting or facilitating child
pornography.
• Harmful or Fraudulent Activities.Activities that may be harmful to others, UKG's
operations or reputation, including offering or disseminating fraudulent goods,services,
schemes, or promotions(e.g., make-money-Fast schemes, ponzi and pyramid schemes,
phishing,or pharming),or engaging in other deceptive practices.
• Infringing Content. Content that infringes or misappropriates the intellectual property or
proprietary rights of others.
• Offensive Content.Content that is defamatory,obscene, abusive, invasive of privacy, or
otherwise objectionable, including content that constitutes child pornography, relates to
bestiality, or depicts non-consensual sex acts.
• Harmful Content. Content or other computer technology that may damage, interfere with,
surreptitiously intercept, or expropriate any system, program, or data, including viruses,
Trojan horses,worms, time bombs,or cancelbots.
(b) No Security Violations Customer may not use the Services to violate the security or integrity of any network, computer or
communications system, software application, or network or computing device (each, a "System).
Prohibited activities include, but are not limited to:
• Unauthorized Access.Accessing or using any System without permission, including
attempting to probe, scan, or test the vulnerability of a System or to breach any security or
authentication measures used by a System. Customer will not perform any security integrity
review, penetration test, load test,denial of service simulation or vulnerability scan on any
System.
• Interception,Monitoring of data or traffic on a System without permission.
• Falsification of Origin.Forging TCP-IP packet headers,e-mail headers, or any part of a
message describing its origin or route. This prohibition does not include the use of aliases or
anonymous remailers.
• No Use of Robots. Customer will not use any tool designed to automatically emulate the
actions of a human user(e.g., robots)
(c) No Network Abuse Customer may not make network connections to any users, hosts, or networks unless Customer has
permission to communicate with them. Prohibited activities include, but are not limited to:
• Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the
System being monitored or crawled.
• Denial of Service(DoS).Inundating a target with communications requests so the target
either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
• Intentional Interference. Interfering with the proper functioning of any System, including
any deliberate attempt to overload a system by mail bombing, news bombing, broadcast
attacks,or flooding techniques.
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PROHIBITED USE DESCRIPTIONS AND EXAMPLES
• Operation of Certain Network Services, Operating network services like open proxies,
open mail relays, or open recursive domain name servers.
• Avoiding System Restrictions. Using manual or electronic means to avoid any use
limitations placed on a System, such as access and storage restrictions,
(d) No E-Mail or Other Message Customer will not use the Service to dstribute, publish,send, or facilitate the sending of unsolicited
Abuse mass e-mail or other messages, promotions, advertising, or solicitations(like"spar"), including
commercial advertising and informational announcements. Customer will not alter or obscure mail
headers or assume a sender's identity without the sender's explicit permission. Customer will not
collect replies to messages sent from another internet service provider if those messages violate this
Policy or the acceptable use policy of that provider.
2. Monitoring and Enforcement
UKG reserves the right, but does not assume the obligation, to invest#gate any violation of this Policy or misuse of the Services.
UKG may:
• Investigate violations of this Policy or misuse of the Services;or
• remove, disable access to, or modify any content or resource that violates this Policy.
If Customer violates the Policy or authorizes or helps others to do so, UKG may suspend use of the Services until the violation is
corrected or terminate the Agreement for cause in accordance with the terms of the Agreement. UKG may modify this Policy at
any time upon written notice to Customer of a revised version.
UKG may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or
other appropriate third parties.UKG's reporting may include disclosing appropriate customer information. UKG also may cooperate
with appropriate taw enforcement agencies, regulators, or other appropriate third parties to help with the investigation and
prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
3.Reporting of Violations of this Policy by Customer
If Customer becomes aware of any violation of this Policy,Customerwill immediately notify UKG and provide UKG with assistance,
as requested, to stop or remedy the violation.
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Exhibit 2
US Data Protection,Addendum
This United States Data Processing Addendum('DPA)is by and between(i)the UKG entity set forth in the Order that
references the UKG Master Services Agreement, or any other currently effective agreement, (the"Agreement"),
('UKG"), and(ii)the person or entity who is named on such Order on behalf of itself as customer and Customer
Affiliates based iin the United States("Customer)and is an addendum to the Agreement. Customer and UKG are
referred to individually as a'Party"and collectively as the'Parties".
WHEREAS, in the course of providing the Services to Customer pursuant to the Agreement, UKG may Process
Personal information on behalf of Customer, and the Parties agree to comply with the following provisions with respect
to the Processing of Customer Personal information.
This DPA applies to the extent Customer and/or its Affiliates are subject solely to U.S. Privacy Laws. Should Customer
become subject to any other privacy laws such, as the EU General Data Protection Regulation, the Parties agree the
processing of Personal information will be subject to UKG's international Data Protection Addendum located at
I)ttps;//www,uk_q,c,otii/ukg-MaLfied-_dpa unless otherwise agreed to in writing by the Parties, UKG shall comply with all
U.S. Privacy Laws applicable to it as a"Service Provider'or in its role as a processor of Personal information,Customer
shall comply with all U.S. Privacy Laws applicable to it as a 'Business" or the controller of Personal information.
Notwithstanding, UKG is not responsible for complying with U.S, Privacy Laws applicable only to Customer or Customer's
industry.
1. Definitions
1.1 In this DPA, capitalized terms will have the meanings set out below. Capitalized terms not otherwise defined
below will have the meaning given to them in the Agreement.
"Affiliates"means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer,
those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer
and which are doing business in the United States. 'Control"(in this context)means the possession,directly or indirectly,
of the power to direct or cause the direction of the management and operating policies of the entity in respect of which
the determination is being made through the ownership of the majority of its voting or equity securities, contract, or
otherwise.
"Applicable Laws" means any applicable provisions of all! U.S. laws, codes, legislative acts, regulations, ordinances,
rules of court, and court orders which govern the Party's respective business operations, UKG shall comply with, all
Applicable Laws applicable to UKG in its role as a Data Processor Processing Personal information. For the avoidance
of doubt, UKG is not responsible for complying with Applicable Laws applicable to Customer or Customer's industry.
Customer shall comply with all Applicable Laws to Customer as a Data Controller
"Core Subscription Services"means UKG Pro, UKG Pro Workforce Management, UKG Ready,and UKG Pro People
Assist and UKG Pro Document Manager offerings identified in the Order.
"Data Subject"means an identified,or identifiable natural person.
'Personal Information"means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including
personal information"as defined under the California Consumer Privacy Act('CCPA")and any similar terms,such as
personally identifiable information".
'Processing", "Process','Processes' and'Processed" means any operation or set of operations which is performed
on personal information or on sets of personal information, whether or not by automated means, such as collection,
recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making available,alignment or combination, restriction, erasure or destruction.
"Pseudonymized Data"means the processing of Personal information in a manner that renders the personal
information no longer attributable to a specific consumer without the use of additional information, provided that the
additional information is kept separately and is subject to technical and organizational measures to ensure that the
personal information is not attributed to an identified or identifiable consumer.
"Services"means Core Services and any other UKG Products and Services.
"S u b processor"means any person(including any third party and any UKG Affiliate)appointed by or on behalf of UKG
to Process Personal information on behalf of Customer in connection with the Agreement, a list of which is available on
gkg com, and which is incorporated herein by reference.
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"UKG Processor"means UKG or a IUKG Subprocessor.
"UKG Other Products & Services' means Professional Services and UKG products and services other than Core
Subscription Services, which are subject to the specific Supplement for UKG Other Products and Services available on
uLklq-�oC—M-
"U.S, Privacy Laws" have the same meaning as in Applicable Laws and regulations concerning the privacy and
security of information reasonably identifying,or linked to an individual, including,without limitation, the California
Consumer Privacy Act, Cal, Civ, Code§ 1798.1 100 et seq, or its successor the California Privacy Rights Act, Cal. Civ.
Code§ 1798.100 et seq., and their accompanying regulations as promulgated by the California Attorney General or
California Privacy Protection Agency, as then applicable(collectively the"CPRA"); the Colorado Privacy Act, Colo. Rev.
Stat. §6-1-1309 et seq. (the"CPA")the Connecticut Data Privacy Act, Public Act No. 22-15(the"'CTDPA'); the Utah
Consumer Privacy Act, Utah Code§ 13-61-101 et seq. (the"UCPA"); and the Virginia Consumer Data Protection Act,
Virginia Code§59.1-571 et seq. (the'VCDPA').
2. Processing of Customer Personal information,
2.1 UKG will only Process Personal information for the purpose, and in accordance with, the relevant Customer's
instructions as documented in the Agreement and this DPA, unless Processing is required by the Applicable Laws to
which the relevant UKG Processor is subject, in which case UKG to the extent permitted by the Applicable Laws, MI
inform Customer of that legal requirement before the Processing of that Customer Personal information, Schedule I to
this DPA sets out certain information regarding UKG's Processing of Customer Personal Data,
2,2 UKG will not: (i)Sell or Share(as both terms are defined under U,S Privacy Laws)any Personal information; (ii)
retain, use, or disclose such Personal information for any purpose other than performing the Services, the business
purpose stated in the Agreement or as otherwise permitted by the U,S. Privacy Laws; (iii) retain, use, or disclose the
Personal information for a commercial purpose other than providing the Services unless otherwise permitted under the
Agreement; (iv) retain, use, or disclose Personal information outside of the direct business relationship between:
Customer and UKG unless otherwise permitted under the Agreement; (v) combine Personal information UKG receives
from, or on behalf Of, Customer with:personal informaflon that it receives from, or on behalf of,another person or persons
or collects from its own interaction with a consumer, provided that UKG may combine personal information to perform
the Services or as set forth in the Agreement.UKG shall notify Customer if it makes a determination that it can no longer
meet its obligations under U,S Privacy Laws and Customer may take reasonable and appropriate steps to stop and
remediate the unauthorized Processing,of Personal information, Customer may take reasonable and appropriate steps
to ensure UKG uses Personal information collected pursuant to the Agreement and this DPA in a manner consistent with
Customer's obligations under U.S,Privacy Laws.
2,3 Customer hereby(i)instructs UKG(and authorizes UKG to instruct each Subprocessor)to(a)Process Personal
information;and(b)in particular,transfer Personal information to any country or territory as reasonably necessary for the
provision of the Services and consistent with the Agreement, (ii)warrants and represents that it is and will at all relevant
times remain duty and effectively authorized to give the instructions set out in this section on behalf of each relevant
Customer Affiliate;and(iii)warrants and represents that it has all necessary rights in relation to the Personal information
and/or has collected all necessary consents from Data Subjects to Process Personal information to the extent required
by Applicable Law,
3. UKG Personnel
UKG will take steps to ensure that access to Personal information is limited to those individuals who: (a) need to know
or access the relevant Personal information as necessary for the purposes of providing the Services under the Agreement
or to comply with Applicable Laws in the context of that individual's duties to UKG-, and (b) are subject to written
confidentiality undertakings or professional or statutory obligations of confidentiality.
4. Security
UKG shall implement reasonable and appropriate safeguards to protect Personal information as set forth in Schedule 2
to this DPA and incorporated by this reference.
5. Subprocessing
511 Customer generally authorizes UKG to appoint Subprocessors in accordance with this Section 7, including
without limitation those Subprocessors provided herein and any new Subprocessors.Subprocessors used for UKG Other
Products and Services may be listed under each-applicable services Description or Order Form or in an addendum to
this DPA,
512 UKG will provide Customerwitha mechanism to obtain notification of the appointment ofany new Subprocessor,
including material details of the Processing to be: undertaken by the Subprocessor at least thirty(30)days before said
Subprocessor carries out Processing activities on Customer Personal information on behalf of Customer. Customer may
object, on reasonable data protection grounds,to any new Subprocessor by providing notice of an objection by email to
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privacy@ukg.com to UKG within ten (10) days of Customers receipt of notification of the addition of the new
Subprocessor by UKG. In the event UKG, in its sole discretion, is unable to forego the utilization of a new Subprocessor
that has been objected to for the Processing of Customer Personal information or is otherwise unable to reasonably
address the Customer's objection within thirty(30)days of UKG's receipt of such objection from Customer,the Customer
may terminate the impacted services upon written notice to UKG. This termination right is Customer's sole and exclusive
remedy if Customer objects to any new Subprocessor and is not a termination for cause. UKG will cease providing the
impacted services thirty(30)days following the notice of termination.
5.3 With respect to each Subprocessor, UKG will verify that the arrangement between UKG and the Subprocessor
is governed by a written contract including terms which offer at least equivalent level of protection for Customer Personal
information as those set out in this DPA.
6. Data Subject Requests
6.1 If Customer receives a request from a Data Subject related to Personal information Processed by UKG,
Customer can either: (a) retrieve the information necessary to fulfill the request from the Services; or(b) to the extent
such information is not available to Customer through the Services, UKG will reasonably assist Customer in fulfilling the
request upon written request.
6.2 If UKG receives a request from a Data Subject related to Personal information Processed by UKG , UKG will
promptly redirect the Data Subject to its Customer and not respond to the request except on the documented instructions
of Customer or as required by Applicable Laws to which UKG is subject, in which case UKG, to the extent permitted by
the Applicable Laws,shall inform Customer of that legal requirement before UKG responds to the Data Subject request.
7. Personal information Breach
7.1 UKG will notify Customer without undue delay and in accordance with U.S. Privacy Laws upon UKG or any
Subprocessor becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration,
unauthorized disclosure of, or access to, Personal information transmitted, stored or otherwise processed by UKG
("Personal information Breach")affecting Personal information, providing Customer with sufficient information to allow
Customer to meet its obligations to report or inform Data Subjects of the Personal information Breach under the U.S.
Privacy Laws.
7.2 In the event of a Personal information Breach, the Parties will reasonably cooperate with each other, and UKG
shall take commercially reasonable steps to keep Customer informed as to the investigation, mitigation, and remediation
of any such Personal information Breach.
7.3 Except as may be required by Applicable Laws, UKG will not notify Customer's affected Data Subjects about a
Personal information Breach without Customer's prior written consent.
8. Deletion or Return of Customer Personal information
8.1 Subject to Sections 9.2 and 9.3,following the latter of either(i)termination or expiration of the Agreement or(ii)
cessation of the Processing of Customer Personal information, (the"Cessation Date"), UKG will, in accordance with the
terms of the Agreement, promptly return or delete Customer Personal information that can be reasonably identified and
extracted in accordance with the requirements of the relevant Applicable Laws.
8.2 Notwithstanding Section 9.1 above,each UKG Processor may retain Personal information to the extent and for
such period as required by Applicable Laws, provided that UKG will ensure the confidentiality of all such Personal
information and will ensure that such Personal information is only Processed as necessary for the purpose(s)specified
in the Applicable Laws requiring its storage.
8.3 Upon receipt of written request from Customer, UKG will provide written certification to Customer that it has
complied with this Section 9.
9. Audit rights
UKG shall demonstrate appropriate technical and organizational measures to Customer throughout the term. Customer
may exercise such audit right either personally or by appointing a third party, so long as said third party is acceptable to
UKG and bound to confidentiality and non-disclosure obligations at least as stringent as Customer's obligations with
respect to UKG Confidential Information as set forth in the Agreement. Customer is responsible and liable for any and
all acts or omissions of any such third PaLty.Customer may exercise such audit right on an annual basis with reasonable
notice. Any such audits shall be limited to a robust customer due diligence package consisting of details on UKG'
information security/risk practices, examination of the results of the annual AICPA SSAE 18 SOC 1 and SOC 2 Type II
audits conducted by an independent third party,executive summaries of the annual penetration test results or verification
of such testing through the SOC 2 report for Core Subscription Services, and reasonable access to knowledgeable
personnel to discuss the controls in place, including a meeting at UKG corporate headquarters. In the event Customer
requests support or information beyond the content described above, then, upon customer's audit request, the Parties
will mutually agree on the terms of the audit plan, which shall include details regarding the scope, duration, fees, and
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scheduling of the audit. In no event shall Customer or its designees be permitted to access UKG systems, network
servers, scan summaries or activities logs.
10. Law Enforcement Requests
UKG agrees to notify Customer of any request from law enforcement authority or other governmental authority with
competent authority and jurisdiction over UKG for disclosure of Customer Personal information processed under this
DPA ("Disclosure Request')to the extent permitted by applicable law. UKG shall not respond to Disclosure Requests
without notifying Customer and receiving written authorization from Customer to respond to such Disclosure Request,
except as required under Applicable Laws or order of court or governmental authority with competent authority and
jurisdiction over same.
11. General Terms
11.1 DPA Priority. Nothing in this DPA reduces UKG's obligations under the Agreement in relation to the protection
of Personal information or permits UKG to Process(or permit the Processing of)Personal information in a manner which
is prohibited by the Agreement.With regard to the subject matter of this DPA, in the event of inconsistencies between
the provisions of this DPA and the Agreement, the provisions of this DPA will prevail,
11.2 Claims. Any claims brought under this DPA shall be subject to the terms and conditions of the Agreement,
including but not limited to, the exclusions and limitations set forth in the Agreement.
11.3 5everability. Should any provision of this DPA be invalid or unenforceable,then the remainder of this DPA will
remain valid and in force. The invalid or unenforceable provision will be either(i) amended as necessary to ensure its
validity and enforceability, while preserving the Parties' intentions as closely as possible or, if this is not possible, (ii)
construed in a manner as if the invalid or unenforceable part had never been contained there.
11.4 This DPA supersedes all prior and contemporaneous representations, negotiations, and communications
between the Parties relating to processing Customer Personal Data, including without limitation, any terms that may be
imposed upon UKG by means of any "click-through", forms, applications, or any other terms and conditions which are
presented to UKG in the course of UKG's engagement with Customer.
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Schedule 1: Details of Processing of Customer Personal Data
This Schedule 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3)GDPR.
Subject matter and duration of the Processing of Customer Personal Data
The subject matter and duration of the Processing of the Customer Personal Data are set out in the Agreement and this
DPA.
The nature and purpose of the Processing of Customer Personal Data
Provision of the Services are set out in the Agreement and this DPA, where UKG acts as a data processor, and for
business operations, as an independent controller.
UKG Will use and otherwise process Customer Data only as described and subject to the limitations provided below(a)
to provide Customer the Services in accordance with Customer's documented instructions and (b) for business
operations incident to providing the Services to Customer.
Processing to Provide Customer the Services
For purposes of this DPA,"to provide"a Service consists of:
• Delivering functional capabilities as licensed, configured, and used by Customer and its users;
• Troubleshooting(preventing,detecting,and repairing problems); and
• Keeping Services up to date and operational, and enhancing user productivity, reliability, efficacy,quality, and
security.
Men providing Services, UKG wili not use or otherwise process Customer Data or Personal Data for:(a)user profiling,
(b)advertising or similar business purposes,or(c)sell or share Personal Data.
Processing for Business Operations Incident to Providing the Services to Customer
For purposes of this DPA, 'business operations" means the processing operations authorized by Customer in this
section.
Customer authorizes UIKG:
• to create aggregated statistical, non-personal data from data containing Pseudonymized identifiers (such as
usage logs containing unique, Pseudonymized identifiers);
• to calculate statistics related to Customer Data;and
to de-identify Customer Data to enhance and create new functionalities.
• in each case limited to to providing the Services. such as billing and a=unt management; internal reporting,
and business modeling, and product strategy; and enhancing Customer's experience.
When processing for these incident business operations, UKG will apply principles of data minimization, confidentiality
and will not use or otherwise process Customer Data or Personal Data for: (a) user profiling, (b)advertising or similar
commercial purposes, (c) any other purpose, other than for the purposes set out in this section or (d) Sell or Share
Personal Data.
The types of Customer Personal Data to be Processed
Ali Customer Personal Data required by UKG to correctly provide the Services to Customer pursuant to the Agreement
which may include, without limitation: employee first and last name, employee ID number, department code, badge
number,job title,absence information:,identification and contact information of Customer data subjects,employment and
education details of Customer data subjects, other information that Customer may collect in order to pay and manage its
workforce.
The categories of Data Subject to whom the Customer Personal Data relates
Customer's employees, contractors,and job applicants.
=P,rivacy related contact:
UKG: privacy@ukg,com
Customer: As specified in this DPA, in the Order Form or in the Statement of Work
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Schedule 2: Technical and Organizational Measures
The following Technical and Organizational Measures are applicable to UKG Core Subscription Services, The specific
.Jenient for
15AIpp -UKG Other Products,and Serviced to this DPA is applicable to any UKG Other Products&Services.
..
1. ISAE3402 ISSAIE 18 (SOC 2') Audit: UKG shall ensure compliance with ISAE3402/SSAE 18 AICPA Trust
Principles for Security, Confidentiality, and Availability(and, where in scope, Privacy and Processing Integrity), and will
undergo an audit each year for the purposes of examining the relevant controls with respect to the Services. Such audits
shall be carried out by an independent,certified third party and the resulting reports shall be provided to Customer upon
request. UKG shall ensure the data center carries out its own SOC 2 audits and provide such reports to Customer upon
request.
2. ISO 27000 Series Audits: UKG shall ensure compliance with ISO 27001, 27017, and 27018, where in scope
for the UKG Services, UKG shall also ensure the datacenter used to provide the Services will continue to have its IT
security management certified according to ISO 27001 or comparable industry standard security framework.The audits
shall be carried out by an independent, certified third party, and upon request, UKG shall provide the certificates to
Customer.
3. Entity Controls: Consistent with UKG's obligation to maintain its compliance programs as described above,
UKG shall continuously carry out the following security measures:
a) Security Pollcy: UKG shall maintain an information security policy that is reviewed annually by UKG and published
and communicated to all UKG employees. UKG shall maintain a dedicated security and compliance function to maintain
and monitor security controls across UKG.
b) Employee Onboarding: All UKG personnel shall be subject to a comprehensive background check and agree to
accept UKG's Code of Conduct upon hire,
c) Employee Termination: UKG shall terminate all credentials and access to the Services of a UKG employee in the
event of termination of his or her employment within a reasonably timely manner,
d) Access Controls by UKG Personnel: Access to all UKG owned or licensed network components, servers,
databases,computers, and software programs by UKG personnel shall be protected by an authentication procedure that
requires giving at least a unique username,and complex password. UKG shall implement technical controls to enforce a
password policy consisting of a minimum number of characters and complexity, including requirements of alpha,numeric,
upper case, lower case and/or special characters. Lockout periods shall be in, effect for inactivity and unsuccessful
password attempts, Passwords shall expire after a fixed amount of time.
e) Security Awareness Training: UKG employees shall participate in security awareness and privacy training, upon
hire and annually thereafter.
fl Change Management: UKG shall employ a change management process based on industry accepted standards for
change management in configurations,software, and hardware,
4. Application and Network Controls:
a) Privileged Access by UKG Personnel: Privileged access to UKG owned or licensed network components, servers,
databases, computers, and software programs by UKG personnel that are used in the provision of the Services shall be
secured by means of a two-factor authentication and' shall be defined by UKG in such a manner as to ensure that the
access authorizations are granted only to the extent necessary to perform the assigned role. Any access to UKG's
systems used in the provision of the Services shall be monitored,
b) Infrastructure of the Data Center:UKG and/or its sub processors)shall monitor the infrastructure in order to identify
any security vulnerabilities.
c) Aniti-Virus and Malware Scanning: UKG uses commercially available malicious code detection software, including
virus detection and malware detectors, on UKG systems. Anti-virus definition files shall be updated regularly, on a
scheduled basis, following the availability of such updates by the software provider,
d) Secure Coding Practices: UKG developers shall be trained on secure development.Applications should be written
in a secure manner to implement industry practices, such as input validation, session management, SQL injection, and
cross site scripting mitigation.These practices shall be tested as part of the annual penetration testing described below.
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e) Patch Management: UKG shall review all patches, updates, and upgrades of operating systems, middleware, or
applications to all relevant components of the Services after they have been released by the manufacturer and tested by
UKG. UKG shall manage the patching process prudently to assure that critical patches are applied in a timely manner
consistent with the associated risk.
0 Segregation of Customer Data:UKG shall provide appropriate security controls and segmentation methods to protect
and isolate Customer Data from other tenants.
g) Encrypted Data Transfers: Customer Data input into the Services shall be secured using an industry standard
protocol,such as Transport Layer Security(TLS).
h) Encrypted Data Storage: UKG shall encrypt Customer Data using industry standard technology, such as AES-256
encryption standard for data at rest.
1) Firewalls:Connections to the Services networks,shall be protected with industry standard firewalls,UKG shall update
its firewall software regularly, on a scheduled basis, following the availability of updates by the software provider,
j) Intrusion Detection: UKG shall implement and maintain an intrusion detection monitoring process at the network
and/or host level to protect the Services and detect unwanted or hostile network traffic. UKG shall update its intrusion
detection software regularly, on a scheduled basis, following the availability of updates by the software provider or a
heuristic analysis shall be used.
k) Systems hardening and Secure Configuration: UKG shall follow industry standards for platform hardening and
secure configuration.UKG shall remove or disable unnecessary utilities from operating system configurations and restrict
access rights to least privilege.
1) Penetration Testing: UKG shall contract, as part of its security program and on at least an annual basis, with an
independent third party to conduct a network and application penetration test.The penetration test will include, but is not
limited to, the potential for unauthorized internet access, compromise of roles, and escalation of privileges for the
Services. Upon request, UKG will provide an executive summary of said penetration test including the scope and
methodology of the test and confirmation that critical and high-risk findings have been remediated or provide an
independent third-party audit report attesting to such testing and remediation. Penetration testing includes the web
application vulnerabilities defined by the Open Web Application Security Project(OWASP)Top 10 and those listed in the
SANS 25(as applicable)or its successor current at the time of the test.
m)Vulnerability Management:UKG shall implement commercially reasonable processes designed to protect Customer
Data from system vulnerabilities. UKG shall perform scanning of the infrastructure using an industry recognized
automated scanning tool designed to detect security flaws and security vulnerabilities within the operating systems. UKG
shall assess scan results and remediate relevant security vulnerabilities within a reasonable amount of time based on
the risk to the Services.
n)Audit Logging: UKG shall log UKG personnel's access to the Services to maintain an audit trail that includes, but is
not limited to,web server logs,system logs, and network event logs.
5. Physical Access Control: UKG shall ensure that its data center sub-processor uses industry standard
technology to ensure that only the appropriately authorized staff have access to those systems of UKG that are used to
provide the Services. This shall include at least the following measures: visitor sign-ins, role-based access controls,
limited access to the server rooms and to the alarm systems which report any unauthorized access.
6. Incident Response and Notification:
a) UKG shall maintain security incident management policies and procedures, including security incident escalation
procedures. in the event UKG confirms unauthorized access or acquisition, disclosure or use of Customer's Personal
information has occurred, UKG agrees to notify Customer, in accordance with the terms of the Agreement or per
Applicable Laws,
b)UKG shall(i)investigate such information security incident and perform a root cause analysis;(ii)remediate the effects
of such information security incident; and (iii)provide Customer with assurances that such information security incident
is not likely to recur.
7. Disaster Recovery: UKG shall maintain a Disaster Recovery plan and present verification of this plan(via the
SOC 2 reporting)at the request of Customer. UKG shall test this plan once a year and verify that the planned measures
are effective, reviewed by management and updated as necessary.
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8. Business Continuity:UKG shall maintain a plan for returning to operation in the event of a disaster and present
a summary of this plan at the request of Customer. Upon UKG's declaration of disaster, UKG shall implement said plan
to return the Services to operation. UKG shall annually test and review its business continuity plan and update as
necessary.
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Exhibit 3
EQUIPMENT ADDENDUM
This Equipment Addendum("Addendum")supplements the Agreement(as defined in the Order that incorporates this Addendum)
by setting forth certain additional terms and conditions that apply to the purchase and/or rental of Equipment and Equipment
Support Services(as applicable).
In the event of conflict or inconsistency between any provision contained in the Agreement and any provision contained in this
Addendum,with respect to the purchase and/or rental of Equipment and Equipment Support Services, the provisions contained
in this Addendum shall prevail
1. Definitions.
In this Addendum, capitalized terms shall have the meanings set out below. Capitalized terms not otherwise defined below
have the meaning given to them in the Agreement,
"Depot Exchange Service" means the Equipment Support Services option where UKG ships a replacement unit on an
advance exchange basis in accordance with the Section 6 below,
"Depot Repair Service" means the Equipment Support Services option where Customer has its own inventory of spare
terminals and UKG repairs the terminal in accordance with Section 6 below,
"Equipment"mean UKG equipment such as time clacks, that are included on the Order.
"Equipment Description" means the supplemental terms attached hereto as Exhibits for purchased Equipment or Rental
Equipment, as applicable.
"Equipment Documentation" means Equipment specifications, such as user manuals and administrator guides, published
by UKG via the UKG community portal,accessible at https:/Avww.ukg.Gom/support.
"Equipment Support Services"means Equipment maintenance and support services option stated on the Order.
2. Purchase or Rental Equipment. Customer may purchase or rent Equipment from UKG and receive related Equipment
Support Services if included on the Order. If Customer purchases Equipment, Exhibit 3-A applies, and if Customer rents
Equipment, Exhibit 3-B applies.
3. Payment and Invoicing. The price payable by Customer for the purchase or rental of Equipment, and Equipment Support
Services as applicable, is set out on the Order. Each Party shall pay shipping costs and fees pursuant to the shipping terms
stated on the Order.
4. Shipping and Title.
4.1 Shipping. UKG shall ship Equipment to Customer in accordance with the following shipping terms, unless otherwise
stated on the Order.
4.2 Shipments to United States Destinations.All shipments to or from Customer to destinations within the United States
are FOB (Free On Hoard) Shipping Point, and the shipping party is responsible for all costs and risks of loss, except that for
shipments from UKG to Customer utilizing UKG's preferred carrier,UKG is responsible for the risk of lass during shipment until
delivery to the identified destination. For UKG's initial shipment of purchased Equipment to Customer destinations within the
United States, title of the Equipment passes to Customer upon shipment to the identified destination.
4.3 Shipments to Destinations Outside of the United States. Shipments to Customer destinations located in countries
where UKG or one of its affiliates has an office are DDP(Delivered Duty Paid), and UKG is responsible for all duties and Value
Added Taxes(VAT). Shipments to Customer destinations located in countries where UKG or one of its affiliates does not have
an office are DAP (Delivered At Place), and Customer is responsible for import clearance, all duties and VAT. Shipments to
UKG from a Customer location outside of the United States are DDP,and Customer is responsible for all duties and VAT. For
the initial shipment of purchased Equipment to Customer outside of the United States, title of the Equipment passes to
Customer upon delivery to the identified destination.
4.4 Title.Title to rented Equipment shall always remain with UKG. Except as expressly provided in this Addendum, UKG has
and shall maintain sole and exclusive ownership of all rights,title, and interest in the intellectual property of the Equipment and
its firmware.
5. Customer Responsibilities.
5.1 Use of Equipment. Customer shall (i) use the Equipment in accordance with the Equipment Documentation, (ii) use
UKG's carrier of choice when shipping any Equipment, and ensure that Equipment returned to UKG is reasonably packaged
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to prevent damage in transit,and(Iii)remove Customer Data from Equipment before sending Equipment to UKG.UKG reserves
the right to delete Customer Data from Equipment that it receives from Customer. Customer is solely responsible for the backup
of Customer Data. Customer acknowledges and agrees that UKG shall have no liability for Customer's failure to backup
Customer Data.
5.2 Returning Equipment. When returning Equipment as permitted by the Addendum, Customer shall (i)request a Return
Material Authorization Number("RMA") from UKG and place the RMA conspicuously on the outside of the return shipping
package; and (ii) promptly return any failed Equipment. Customer acknowledges that any batch shipping of Equipment will
result in a longer turnaround time and a surcharge to Customer.
5.3 Restrictions. In addition to the Use Restrictions set out in Section 2,2 of the Agreement, Customer will not, and will not
cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Equipment or any firmware
component included with the Equipment, including, without limitation, any third party components, or otherwise attempt to
derive source code,trade secrets, or knowhow from the Equipment, (b)probe, scan or test the vulnerability,or attempt to gain
unauthorized access to the Equipment or its firmware,or(c)remove or alter any proprietary notices or marks on the Equipment
or Documentation.
6. Support Services.
6.1 Description. UKG shall provide Equipment Support Services as set forth in the applicable Equipment Description for
rented or purchased equipment attached hereto.
6.2. Support Process.
(a) Troubleshooting and return. In the event of an Equipment issue covered by the Depot Exchange Service or the Depot
Repair Service, Customer shall notify UKG of such issue in writing and UKG will attempt to resolve the issue via remote
support. However, if UKG deems an issue to require Equipment repair or replacement, UKG shall provide Customer with a
RMA for such Equipment, and Customer will ship the applicable Equipment to UKG at a location specified by UKG.
(b) Additional terms for Depot Exchange Service. UKG will replace Equipment subject to Section 6.2(a). UKG will ship
such replacement Equipment to the address provided by Customer. Upon receipt of such replacement Equipment, Customer
shall package the defective Equipment using the materials provided by UKG for that purpose, display the RMA on the
packaging in accordance with Section 5.2 above, and promptly return the Equipment to UKG. UKG may suspend the Depot
Exchange Service if Customer does not return replaced Equipment to UKG within ten (10) business days of receiving the
applicable replacement. In such event, UKG shall restore the service when Customer either(1)ships the replaced Equipment
to UKG, or(ii) pays UKG the then-current UKG list price of the replaced Equipment. For the avoidance of doubt, the Depot
Exchange Service will not be extended or otherwise affected by such suspension.
(c) Additional terms for Depot Repair Service. Subject to Section 6.2(a), Customer shall ship applicable Equipment to
UKG. UKG will use reasonable efforts to repair the Equipment and ship it to Customer within ten(10)business days of receipt.
(d) Device Software Maintenance. If Customer has active Device Software Maintenance, UKG will provide Customer with
service packs for the applicable Equipment(which contain system updates)available for download at UKG's community portal
('Equipment Service Packs'). Customer is responsible for installing Equipment Service Packs, UKG may verify if Customer
has downloaded any Equipment Service Packs to which Customer is not entitled. Device Software Maintenance is included
with Depot Exchange and Depot Repair, however, if Device Software Maintenance is purchased alone it does not include any
repair or exchange services.
(e) Per-event Repair Service. Per-event rates apply to customers without an equipment support agreement.The Equipment
will be returned by regular surface transportation. This service does not include Device Maintenance Software or Equipment
Service Packs. Subject to Section 6.2(a), upon failure of installed Equipment, Customer shall ship such Equipment to UKG.
UKG will attempt to repair any repairable defective item within fifteen(15)business days after receipt at the current per-event
pricing.
6.3 Spare Equipment. For business continuity purposes, UKG recommends that Customer retains a sufficient number of
spare Equipment, and it is Customer's sole responsibility to retain such Equipment.
6.4 Exclusions. UKG is not liable for, and the Equipment Support Services do not include, the repair of damages, and
Customer will not attempt to return damaged Equipment, resulting from:
(a) Any cause external to the Equipment including, but not limited to Force Majeure causes;
(b) Customer's failure to continually provide a suitable installation environment(as indicated in UKG's published installation
guidelines) including, but not limited to, adequate electrical power;
(c) Customer's improper use, location, packaging, refinishing, management, maintenance or supervision of the Equipment
or other failure to use Product in accordance with the Equipment Documentation;
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(d) Customer's use of the Equipment for purposes other than those for which they are designed or the use of accessories or
supplies not approved by UKG;
(e) Government imposed sanctions, rules, regulations or laws preventing the shipment of the Equipment; or
(f) Customer's repair, attempted repair or modification of the Equipment.
7. Export, Section 10.3 of the Agreement shall apply to the provision and use of Equipment under this Addendum.
8. Warranties.
8.1 Equipment Support Services. UKG warrants that all Equipment Support Services performed under this Addendum will
be performed in a good and professional manner.
8.2 Equipment Service Packs. UKG warrants that all Equipment Service Packs provided under this Addendum shall
materially perform in accordance with the applicable Equipment Documentation for ninety (90) days after download by
Customer, provided that Customers use, installation and maintenance thereof conforms to the Equipment Documentation.
8.3 Remedies.To the extent permitted by Applicable Law,Customers exclusive remedies for any breach of UKG's warranties
outlined in this Addendum shall be,at UKG's option,the repair or replacement of the applicable Equipment Service Pack(s)or
firmware update(s).
8.4 Disclaimer.Section 6.4 of the Agreement shall apply to the provision of Equipment under this Addendum. References to
Services in such Section 6.4 shall be taken to mean Equipment for the purposes of this Addendum.
8.5 Customer Warranty.Customer warrants that it has obtained all the information it requires to fully evaluate the Equipment
and determine that the Equipment is suited to its organization, needs and objectives. All Equipment will be supplied based
upon the information provided by Customer or on behalf of Customer to UKG. Customer is responsible to provide all such
information in a timely,complete and accurate manner.Customer will be responsible for any adverse effect that any Customer
delay or instruction may have on the supply and operation of the Equipment.
9. Limitation of Liability.
9.1 Monetary Cap. THE TOTAL AGGREGATE LIABILITY OF UKG IN CONNECTION WITH THIS ADDENDUM WILL BE
LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER. FOR RENTAL EQUIPMENT, UKG'S TOTAL
AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED
THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT IN THE TWELVE(12)
MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE DAMAGES ARISE. FOR PURCHASED
EQUIPMENT, UKG'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SUCH
EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE
EQUIPMENT FROM WHICH THE DAMAGES ARISE, UKG'S TOTAL AGGREGATE LIABILITY FOR EQUIPMENT SUPPORT
SERVICES AND EQUIPMENT SERVICE PACKS IS SUBJECT TO SECTION 9 OF THE AGREEMENT.
9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL,
OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT OF EQUIPMENT OR
SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL,
OR LOST DATA RESULTING FROM OR RELATED TO THIS ADDENDUM, HOWEVER CAUSED.
9.3 Applicability of Limitations.THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY
AND FOR WHATEVER REASON LIABILITY IS ASSERTED,EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH
DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. INSOFAR AS APPLICABLE LAW PROHIBITS
ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY
MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE
PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK
AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
10 Finger Scan(FS)and Facial Recognition(FR) Equipment.
10.1 FS/FR Warranty. For Customer's use of Equipment containing finger scan sensor and/or facial recognition technology
("FS/FR Equipment'), Customer has the option to configure the FS/FR Equipment settings to utilize finger scan and/or facial
recognition technology or not,and to provide these technology options to its employees.Customer warrants that it will assess and
will maintain its compliance with all applicable biometric privacy laws with respect to its use of FSIFR Equipment (including
undertaking a legitimate interest assessment, where required). If required by law, Customer further warrants that prior to using
finger scan sensor and/or facial recognition technology in FSIFR Equipment it shall, where applicable: (i)obtain signed releases
from employees consenting to the use of the applicable FSIFR Equipment for employee timekeeping purposes (where
appropriate); (ii)issue policies to their employees and the public regarding its retention and destruction of the finger scan or facial
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recognition data, and(iii)shall expressly apply any releases, consents,or policies required by applicable law to UKG, its affiliates
and its authorized subcontractors.
10.2 FS/FR Responsibility. CUSTOMER AGREES TO BE RESPONSIBLE FROM ANY AND ALL DAMAGES, LOSSES,
LIABILITIES,COSTS, PENALTIES,AND FINES ACTUALLY AWARDED TO A THIRD PARTY AS A RESULT OF SUCH A FSIFR
EQUIPMENT CLAIM, UPON RECEIPT OF NOTICE OF SUCH AN EQUIPMENT CLAIM, UKG SHALL BE ENTITLED TO
PARTICIPATE IN THE DEFENSE OF SUCH CLAIM AND TO EMPLOY COUNSEL AT ITS OWN EXPENSE TO ASSIST IN THE
HANDLING OF SUCH CLAIM, ON A MONITORING AND A NON-CONTROLLING BASIS; (ll)CUSTOMER SHALL NOT SETTLE
ANY EQUIPMENT CLAIM ON ANY TERMS OR IN ANY MANNER THAT ADVERSELY AFFECTS THE RIGHTS OF UKG
WITHOUT ITS PRIOR WRITTEN CONSENT; AND (III) UKG SHALL PROVIDE REASONABLE COOPERATION AND
ASSISTANCE AT CUSTOMER'S SOLE COST AND EXPENSE,
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Exhibit 3•A
Purchased Equipment Description
This Purchase Equipment description is supplemental to the Equipment Addendum and contains additional or different terms
with respect to the purchase of Equipment and related Support Services by Customer.
1. Definitions.
In this Exhibit 3-A,capitalized terms shall have the meanings set out below:
"Initial Term"--means the initial billing term of the Equipment Support Service as set forth in Section 4.2 below.
"Renewal Term"—means the renewal billing term of the Equipment Support Service as set forth in Section 4.2 below.
"Term"—means the Initial Term and any Renewal Terms,together.
2. invoicing of Purchased Equipment and Support Services. UKG shall invoice Customer for purchased Equipment and
Equipment Support Services upon shipment of such purchased Equipment.
3. Renewal and Termination.
3.1 Upon expiry of the Initial Term, the term of the Equipment Support Services will renew for successive Renewal Terms
unless either Party notifies the other in writing of its intent not to renew at least thirty(30)days prior to expiry of the then-current
Initial Term or a Renewal Term.
3.2 The fees for Equipment Support Services may change on the commencement of each applicable Renewal Term,provided
that UKG gives Customer at least thirty(30) days' prior written notice of such change through the renewal quote or invoice,
and the fees for the same quantity of such Equipment and the same Equipment Support Service may increase as set forth in
the Order over the previous year. The increased fees will be set forth in the applicable invoice.
4. Support Services.
4.1 Option. Customer may purchase the following Equipment Support Services packages:
(a) Depot Exchange Service;
(b) Depot Repair Service; or
(c) Device Software Maintenance.
Each package includes access to UKG online and phone support services. All Equipment of the same type, including spare
Equipment(described in Section 6.3 of the Addendum), must be covered by the same Equipment Support Services package.
If Customer requests Equipment support from UKG for Equipment not covered by Equipment Support Services, UKG's per-
event rates will apply.
4.2 Term. Unless expressly agreed by the Parties in writing,the initial Term and each Renewal Term of Equipment Support
Services for purchased Equipment is one(1)year,with the Initial Term commencing upon the expiration of the warranty period
described in Section 5 below and the Renewal Term commencing on the expiry of the Initial Term or the previous Renewal
Term,
5. Warranty. Unless otherwise expressly agreed in writing, UKG warrants that purchased Equipment, under normal usage and
with regular recommended Equipment Support Service, shall be free from defects in materials and workmanship, as set forth
in the Equipment Documentation, for a period of ninety(90)days from the date of delivery of the purchased Equipment. This
warranty is provided to Customer only,and does not apply to any Equipment:(a)damage or malfunction resulting from misuse,
neglect,tampering,modification or replacement of any UKG components on any boards supplied with the Equipment, unusual
physical or electrical stress, or any other cause besides normal and intended use; (b) use, installation or maintenance by
Customer that does not conform to the applicable Equipment Documentation; or(c)malfunctions resulting from the use of a
badge not approved by UKG. UKG's entire liability for a breach of this warranty shall be for UKG, at its option and cost, to
repair or replace the affected Equipment, and, if UKG is unable to repair or replace within a reasonable time, then upon return
of such Equipment to UKG,UKG will refund the amount Customer paid for the affected Equipment as depreciated on a straight-
line basis over a five(5)year period.
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Exhibit 3-113
Equipment Rental Description
This Equipment Rental Description is supplemental to the Equipment Addendum and contains additional or different terms with
respect to Equipment rented by Customer.
1, Definitions.
In this Exhibit 3-13, capitalized terms shall have the meanings set out below:
"Billing Start Date"—means the date Equipment Rental Fees begin to accrue, as set forth on the Order.
"Billing Frequency"—means the invoice frequency of Equipment Rental Fees, as set forth on the Order,
"Equipment Rental Fees"—means the fees payable to UKG for rented Equipment, as applicable that are set forth on the
Order.
"Initial Term"—means the initial billing term of the rented Equipment as set forth on the Order which commences on the
Billing Start Date,
"Renewal Term"—means the renewal billing term of the rented Equipment as set forth on the Order,
"Term"—means the Initial Term and any Renewal Terms, together,
2. Payment and Invoicing.
UKG shall invoice Customer on the Billing Frequency indicated on the Order. The billing period of the Equipment Rental Fees will
start on the Billing Start Date and will continue for the Initial Term. The Equipment Rental Fees include the cost of the Depot
Exchange Service(as described below)for such Equipment.
3. Renewal and Return
3.1 On expiry of the Initial Term and expiry of each Renewal Term, each as indicated on the Order, the Term of the rented
Equipment will automatically renew for the duration indicated on the Order as the Renewal Term unless either Party notifies
the other in writing of its intent not to renew at least thirty(30)days prior to expiry of the then-current Initial Term or a Renewal
Term.
3.2 The fees for rented Equipment may increase on the commencement of each applicable Renewal Term,provided that UKG
gives Customer at least thirty(30)days'prior written notice of such change through the renewal quote or invoice.The fees for
the same quantity of such Equipment may increase over the previous year as set forth in the Order.The increased fees will be
set forth in the applicable invoice,
3.3 Within thirty(30)days of the date of termination or expiration of the Term, Customer shall, at Customer's expense, return
all rented Equipment to UKG in the same condition as it was in when originally received by Customer, reasonable wear and
tear excepted. Customer shall pay UKG the then-current list price of any rented Equipment that Customer fails to return as
required under this Addendum.
4. Ownership. Rented Equipment is and shall remain the sole and exclusive personal property of UKG and will not become a
fixture if attached to other equipment or real property, Customer shall not do or allow to occur anything which might adversely
affect UKG's right, title or interest in the Equipment. Customer shall not sell or otherwise encumber rented Equipment and
shall not make any alterations or remove rented Equipment from the place where such Equipment is originally installed without
UKG's prior written consent.
5. Support Services. The Depot Exchange Service applies to all rented Equipment at no additional cost.
6. Warranty. Unless otherwise expressly agreed in writing, rented Equipment is provided "AS IS" with all faults UKG's sole
obligation for defective equipment shall be for UKG, at its option and cost, to repair or replace the affected Equipment, and, if
UKG is unable to repair or replace within a reasonable time, then upon return of such Equipment to UKG, UKG will refund
prepaid rental fees made by the Customer for use of affected Equipment after such return date.
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