Richmond City Council
November 4, 2025

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errors are discovered, Vendor shall promptly remedy such errors at no additional expense to County.

3. Infringement. To the best of Vendor’s knowledge, as of the Effective Date, Customer’s licensed use of the software will not infringe upon or misappropriate the intellectual property rights of any third party.

4. Service. The services shall be performed in (a) material accordance with this Agreement, (b) a timely and workmanlike manner, and (c) accordance with industry best practices for services of this kind.

5. Legal Compliance. Vendor shall comply and ensure that its software and services comply with all applicable laws and regulations. Vendor shall, at no additional charge, promptly furnish all updates to the software necessary for compliance with any change in laws or regulation during the term of this Agreement.

6. Privacy. Vendor represents and warrants that, at all times during and after the term of this Agreement, it will comply, at its sole expense, with all applicable local, state, federal, and international privacy, confidentiality, consumer protection, advertising, electronic mail, data security, data destruction, and other similar laws, rules and regulations, whether in effect now or in the future, including, but not limited to the Goldenhar Gramm-Leach Bliley Act and its implementing regulations (all of the foregoing to be collectively referred to as the “Privacy and Security Requirements”). Vendor acknowledges that it alone is responsible for identifying, understanding, and complying with its obligations under the pPrivacy and Security Requirements as they apply to its performance of this Agreement and possession of personal information.

7. Anti-Virus. Vendor has taken every commercially reasonable precaution to ensure and to the best of Vendor’s knowledge, the software does not contain any virus or similar code that may destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of any of County’s data, equipment, devices, networks, or software.

Further, Vendor warrants: (a) that its software and/or systems are not dependent on obsolete software, including anything with a known vulnerability; (b) that all critical updates to the software and/or systems have or shall be applied as identified or as needed; and (c) that Vendor’s software and/or system have the means to receive such critical updates.

8. Intentionally left blankOffshoring of Data. All services shall be performed and rendered within the continental United States. Vendor shall not transmit or make available any customer Confidential Information, including personal data, to any entity or individual outside of the continental United States.

9. Open Source and Third Party Software. Vendor represents and warrants that its shall not deliver to County any third party software, including open source software, that would require County to accept and be bound by any third party terms and conditions unless such terms and conditions are expressly identified in and attached to this Agreement as Exhibit “8” Third Party Terms and Conditions and to the extent that such terms and conditions are consistent with the Invalid Terms provisions of this Agreement. Except as provided in Exhibit “8” Third Party Terms and Conditions as amended by the Invalid Terms Commented [JC10]: Addressed by the IPR Infringement
Indemnification offered in UKG’s EULA provided as part of UKG’s response.

Commented [JC11]: UKG commits to comply with laws
and regulations applicable to UKG and its operations as a provider of technology and related services. Customer
remains obligated to use UKG solutions in compliance with laws and regulations applicable to Customer.

Commented [JC12]: As above, UKG commits to comply
with laws and regulations applicable to UKG and its
operations as a provider of technology and related services. “Applicable” needs to be modified to capture this concept.

Commented [JC13]: While Customer Data can be stored
solely in the continental United States, UKG renders services to its customers on a global basis.

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provision of this Agreement, County hereby rejects all such third party terms and conditions.

10. Intentionally Left BlankPass Through Warranties. Vendor shall assign and pass-through to County all representations, warranties, and indemnities to Vendor in its contracts with their party licensors and suppliers relating to the software.

11. Known Performance Issues. There is no existing pattern or repetition of customer complaints regarding the software, including functionality or performance issues. Further, Vendor’s engineers have not currently identified any repeating adverse impact on the software, including functionality or performance, for which the root cause is believed to be a flaw or defect in the software.

12.11. Authority.
a) Vendor has full power, capacity, and authority to enter into and perform this Agreement and to make the grant of rights contained herein, including without limitation, the right to license any ancillary or third party programs licensed to County under this Agreement.
b) Vendor has all licenses and intellectual property rights necessary to install and produce customizations, enhancements, updates, and/or corrections to the software used in performance of and as required under this Agreement in accordance with industry standards and in a professional and workmanlike fashion. c) Vendor’s performance of this Agreement does not violate or conflict with any agreement to which Vendor is a party.
d) Vendor represents that there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement.

E. Changes in Functionality. Vendor shall not modify or change the software to reflect a material diminution in the form, features or functionality of the software from that existing as of the Effective Date. Accordingly, Vendor shall not change the form, features, or functionality of the software in any material adverse manner from that originally licensed under this Agreement.

F. Documentation. The documentation provided by Vendor shall be complete and accurate so as to enable a reasonably skilled user to effectively use all of the software’s features and functions without assistance from the Vendor. Further, on each date that the Vendor delivers documentation to County, such documentation shall be Vendor’s most current version thereof.

G. These warranties survive any delivery, inspection, acceptance, payment, or termination of the Contract. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of County’s discovery of the noncompliance. If County gives Vendor notice of noncompliance, Vendor shall, at its own cost and expense, promptly replace or repair nonconforming Goods or Services. This paragraph shall be construed as being in addition to any warranty provision in the Contract.

XI. Ownership of Work
A. County Ownership. All reports, designs, drawings, plans, specifications, schedules, work product, and other materials, including those in electronic form, prepared or in the process of being prepared for the Work to be performed by Vendor (“Materials”) not otherwise created Commented [JC14]: UKG warrants its solutions as stated
in the UKG EULA provided as part of UKG’s response.

Commented [JC15]: Replace with “Upgrades” language
from UKG’s EULA provided as part of UKG’s response.

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in the course of business for Vendor’s broader customer base shall be the property of County, and County shall be entitled to full access and copies of all such Materials in the form prescribed by County. Any such Materials remaining in the hands of Vendor or subcontractor upon completion or termination of the Work shall be delivered immediately to County; provided that Vendor may retain a copy of any deliverables for its records. Vendor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged, or destroyed before final delivery to County, Vendor shall replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to County, and Vendor agrees to execute any additional documents that may be necessary to evidence such assignment.

To the extentd allowed by law, Cobb County shall retain all right, title and interest in and to any and all patent, copyright, trademark, trade secret, domain name registrations, websites, and other intellectual property rights, throughout the world, and all registrations and applications thereon (“Intellectual Property Rights”) in and to (i) Cobb County’s governmental and trade names, logos, trademarks, service marks and similar identifying material (“Cobb County Marks”) and (ii) the websites directly or indirectly owned, operated or maintained by Cobb County, and (iii) all information owned, managed or developed by Cobb County.

B. Vendor Ownership Rights. To the extent allowed by law, Vendor shall retain all right, title and interest in and to any and all Intellectual Property Rights in and to the (i) its Work (with the exception of Intellectual Property Rights owned by Cobb County contained therein), (ii) Describe as needed, (iii) any developed or licensed documentation, and all modifications thereto and derivative works thereof, and (iv) all information owned, managed or developed by Vendor.

C. User Data. As between the parties, all right, title and interest in and to the data in the Work that is entered by , created for or existing about users, Cobb County and its clients and vendors in the SaaS Subscription during the Term (“User Data”) shall be owned by Cobb County with full rights to use, market and license others to use such User Data only in compliance with applicable laws.

XI. Staff Assigned to Project
A. Staff. Vendor shall maintain at all times, until the completion of the Project, experienced technical/implementation staff, in adequate numbers and with necessary skillset, functions and responsibilities to satisfy Vendor’s obligations under this Contract satisfactory to County; and ensure that staff carries out the following duties: (i) preparation and execution of the plan of activities proposed for project implementation, pursuant to the provisions of Exhibit “4” Vendor’s Statement of Work; and (ii) proper testing prior to milestone, deliverable or solution turnover to County staff.

B. Staff Replacement. County and Vendor agree to act in good faith to complete this Pproject and work toward mutual resolutions. In the event that the County has an issue with an individual on the project, County shall have the right to require the removal and replacement of Vendor’s technical/implementation staff member(s) from providing services to County under this Contract after consultation with Vendor. County shall notify Vendor in writing of such action.

Vendor shall accomplish the removal and replacement within five (5) business daysas soon as practical after written notice to Vendor. County shall review and approve the appointment of the replacement staff. Said approval shall not be unreasonably withheld. County is not required to provide any additional information, reason
Commented [JC16]: See “Reservation of Rights”
provision in UKG’s EULA provided as part of UKG’s
response. There will be no “work for hire” created by UKG as a deliverable.

Commented [JC17]: See UKG EULA for additional
Reservation of Rights

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or rationale in the event it requires the removal of Vendor’s staff from providing further services under the Contract.

C. Staff Transition. If it is known that a member of the Vendor project team will be leaving the pProject, a replacement will be chosen to join the team, and become familiar with the Pproject before the original team member leaves, to ensure that the transition-in will be seamless. If a member of the Vendor project team leaves unannounced, prompt replacement shall be made in accordance with this Section.

XII. Indemnification
The following obligations to indemnify the Indemnified Party(ies) shall survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.

A. Indemnification of County. Vendor covenants and agrees to take and assume all responsibility for the software and services (“Work”) rendered in connection with this Agreement. Vendor shall bear all losses and damages directly or indirectly resulting to it and/or County on account of the performance or character of the Work rendered pursuant to this Agreement. To the fullest extent permitted by law, Vendor shall defend, indemnify and hold harmless County and County’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers (individually an “Indemnified Party” and collectively “Indemnified Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of alleged willful, negligent or tortious conduct arising out of the Work, performance of contracted services, or operations by Vendor, any subcontractor, anyone directly or indirectly employed by Vendor or subcontractor or anyone for whose acts Vendor or subcontractor may be liable, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision.

B. In any and all claims against an Indemnified Party, by any employee of Vendor, its subcontractor, anyone directly or indirectly employed by Vendor or subcontractor or anyone for whose acts Vendor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Vendor or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify, defend, and hold harmless the Indemnified Party(ies) shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement and applies notwithstanding any contrary provision.

C. Intellectual Property Indemnification. Vendor shall hold County, its agents, officers, or employees harmless from liability of any nature or kind for use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, articles or appliances furnished or used in the performance of this Agreement, for which Vendor is not the patentee, assignee, licensee, or other lawful user.

Commented [JC18]: Please refer to UKG’s EULA
provided as part of UKG’s response for indemnification
obligations acceptable to UKG.

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D. Environmental Indemnification. Vendor agrees to indemnify, defend, and hold harmless an Indemnified Party, to the fullest extent allowed under O.C.G.A. § 13-8-2, from and against all claims, suits, actions, judgments, forfeitures, damages, losses, costs, demands, or expenses and liability, of whatever kind or nature, contingent or otherwise, known or unknown, incurred under, or imposed by, any provision of federal, state or local law or regulation, common law, or in equity, including but not limited to all administrative claims, claims for injunctive relief, claims for property damage, natural resources damages, nuisance claims, bodily injury claims (including death), environmental response, remediation, abatement, detoxification, cleanup costs, removal or disposal of, or otherwise with respect to, hazardous or potentially hazardous substances, fines, penalties, and expenses (including without limitation attorney fees, consultant fees, expert fees, costs, and expenses incurred in investigating and defending against the assertion of such liabilities) that may arise from or be the result of any alleged willful, negligent or tortious conduct of that in any way may arise from, be the result of, or relate to any act or omission of Vendor, or anyone directly or indirectly employed by or otherwise in any way acting on behalf of Vendor, in its performance of the Agreement, the operation of the Facility, or failure to operate the Facility other than in accordance with this Agreement or Applicable Law, regardless of whether or not the negligent act is caused in part by an Indemnified Party. This indemnity obligation shall run from the time of initial discovery of any such potentially adverse environmental condition and shall not be construed to commence only upon realization of an actual economic loss resulting from such condition. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party or any other act, liability, or obligation in any way prohibited by O.C.G.A. § 13-8-2. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. Notwithstanding anything herein to the contrary, this indemnification provision shall survive the termination of the Agreement.

XIII. Insurance
A. Requirement: Vendor shall procure and maintain in full force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with performance of the Work hereunder by the Vendor, its agents, representatives, employees, or subcontractors.

B. Minimum Limits of Insurance: During the term of this Agreement, Contactor shall maintain insurance policies with coverage and limits no less than:

1. Commercial General Liability: $1,000,000 combined single limit per occurrence for comprehensive coverage including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, damage for premises/operations, products/completed operations, independent contractors and contractual liability (specifically covering the indemnity), broad-form property damage, and underground, explosion and collapse hazard. This coverage may be achieved by using umbrella policy. The policy or policies must be on “an occurrence” basis (“claims made” coverage is not acceptable).

2. Commercial Automobile Liability (owned, non-owned and hired): $1,000,000 combined single limit per occurrence and for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom.

Commented [JC19]: During the term of the Agreement,
UKG shall maintain appropriate insurance coverage and will provide its standard Certificates of Insurance reflecting such coverage if requested. UKG presently maintains insurance coverage rated 'A-' “Excellent” by A.M. Best for the
following risks in the following minimum amounts in United States Dollars:

Comprehensive General Liability Insurance: $2 million
aggregate; $1 million per occurrence, including $1
million personal injury.
Business Auto: $1 million combined single limit bodily injury and property damage liability.
Umbrella: $5 million aggregate, $5 million per
occurrence.
Workers’ Compensation: as required by statute.
Errors and Omissions (includes Cyber Liability
coverage): $5 million aggregate, $5 million per
occurrence.

The provisions in this section need to be conformed to align with UKG’s actual insurance.

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3. Workers’ Compensation and Employers Liability: Workers’ Compensation limits as required by the State of Georgia and Employers Liability of $1,000,000 per occurrence or disease.

4. Professional Liability, Technology Errors and Omissions, and Cyber Insurance Coverage:
$2,000,000 per claim and $4,000,000 in the aggregate is required, in the event that Vendor is performing design, engineering, or other professional services.

5. Professional Liability (Errors and Omissions) and Coverage: $2,000,000 per claim and $4,000,000 in the aggregate. Vendor shall maintain Technology Errors and Omissions Insurance, which must include coverage Multimedia Liability, Privacy Liability, Network Security Liability, Breach Costs Coverage (including Notification, Credit Monitoring, Forensics, Public Relations), and Regulatory Fines and Penalties assessed due to a Data (Privacy) Breach.
a) Technology Errors and Omissions insurance must cover liabilities, punitive damages, and claim expenses arising from errors, omissions, or negligent acts in rendering or failing to render (1) all services promised, including but not limited to computer or information technology services, (2) products that perform the intended function or serve the intended purpose, and (3) violation of software copyright. b) Services insured, at a minimum, must include (1) systems analysis, (2) systems programming, (3) data processing, (4) systems integration, (5) outsourcing including outsourcing development and design, (6) systems design, consulting, development and modification, (7) training services relating to computer software or hardware, (8) management, repair, and maintenance of computer products, networks, and systems, (9) marketing, selling, servicing, distributing, installing and maintaining computer hardware or software, (10) data entry, modification, verification, maintenance, storage, retrieval or preparation of data output, and (11) any other services provided by the vendor.
c) Vendor shall maintain Privacy, Security, and Technology Insurance. i. Vendor’s policy must include coverage for (1) loss, disclosure, and theft of data in any form; (2) media and content rights infringement and liability (excluding patents and trade secrets), including but not limited to, software copyright infringement; and (3) network security failure, including but not limited to, denial of service attacks and transmission of malicious code.
ii. The insurance coverage must include data breach regulatory fines and penalties, the cost of notifying individuals of a security or data breach, the cost of credit monitoring services, and any other causally-related crisis management expense for up to one (1) year.
iii. The insurance coverage must also contain severability for the insured organization for any intentional act exclusions.
iv. If the coverage is provided on a claims-made basis, then it must be maintained for a period of two (2) years after acceptance of the deliverables and/or services provided in connection with this Agreement.

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v. Additionally, such policy must cover consequential or vicarious liabilities (e.g., claims brought against the Vendor or its Affiliated Companies and their respective directors, officers, and employees due to the wrongful acts and failures committed by you) and direct losses (e.g., claims made by the Vendor and its Affiliated Companies and their respective directors, officers, and employees against you for financial loss due to your wrongful acts or failures).
d) Builder’s “All Risk” Insurance: In the event Vendor is performing vertical construction services under the Agreement, Vendor shall procure and maintain “All-Risk” Builder’s insurance, written on a commercially recognized policy form, providing coverage for the Work performed under the contract, and the materials, equipment or other items incorporated therein, while the same are located at the construction site, stored offsite, or at the place of manufacture. The policy limit shall be in a minimum amount equal to the “full insurable value” of such equipment and 100% of the value of the Agreement, including any additional costs which are normally insured under such policy. The insurance coverage shall include boiler and machinery insurance on a comprehensive basis and include coverage against damage or loss caused by earth movement (including but not limited to earthquake, landslide, subsidence and volcanic eruption), fire, flood, hurricanes, explosion, hail, lighting, weather, vandalism, malicious mischief, wind, collapse, riot, aircraft, smoke, or other cataclysmic events, and coverage against damage or loss caused by machinery accidents and operational and performance testing, commissioning and start-up, with extended coverage, and providing coverage for transit, with sub-limits sufficient to insure the full replacement value of the property or equipment removed from its site and while located away from its site until the date of final acceptance of the Work.

The making of progress payments to Vendor shall not be construed as relieving Vendor or its subcontractors or insurance carriers providing the coverage described herein for responsibility for loss or direct physical loss, damage or destruction occurring prior to final acceptance of the Work.
e) Commercial Umbrella Liability Coverage: $2,000,000 in liability coverage per occurrence above the Agreements stated minimum coverage limits for Commercial General Liability, Commercial Automobile, and Professional Liability policies of insurance.

C. Deductibles and Self-Insured Retention: Any deductibles or self-insurance retentions must be declared to and approved by County so that County may ensure the financial solvency of Vendor. At the option of County, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects County, its officers, officials, and employees; or Vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Vendor shall pay all deductibles and be liable for all claims, losses and damages for which it self-insures.

D. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions:

Commented [JC20]: N/A - delete
Commented [JC21]: UKG will include the County 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 County’s insurance, but only with respect to UKG’s sole negligence.

Upon written request, such blanket endorsement shall be provided to the County with the corresponding COI.

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1. General Liability and Umbrella/Excess Insurance
a) Additional Insured Requirement. Cobb County, its elected and appointed officials, officers, boards, commissions, officers, employees, representatives, servants, volunteers and agents (hereinafter referred to as “Insured Party” or “Insured Parties”) shall be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Vendor; products and completed operations of Vendor, premises owned, leased, or used by Vendor. The coverage shall contain no special limitations on the scope of protection afforded to the Insured Parties. Nothing contained in this section shall be construed to require Vendor to provide liability insurance coverage to the any Insured Party for claims asserted against such Insured Party for its sole negligence.
b) Primary Insurance Requirement. Vendor’s insurance coverage shall be primary and noncontributing insurance as respects to any other insurance or self-insurance available to the Insured Parties. Any insurance or self-insurance maintained by the Insured Parties shall be in excess of Vendor’s insurance and shall not contribute with it.
c) Reporting Requirement. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Insured Parties. d) Separate Coverage. Coverage shall state that the Vendor’s insurance shall apply separately to each Insured Party against whom claim is made or suit is brought. e) Defense Costs/Cross Liability. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion.

E. Workers’ Compensation and Employers Liability Coverage: Vendor shall have and maintain in full force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by Vendor, its agents, representatives, employees or subcontractors.

The insurer shall agree to waive all rights of subrogation against County and its officers, officials, employees, and volunteers for losses arising from the work performed by Vendor for County.

F. Waiver of Subrogation: The insurers shall agree under each policy of insurance required by this Agreement to waive all rights of subrogation against the Insured Parties for losses arising from work performed by Vendor for County.

G.F. All Coverages:

1. Notice Requirement. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to County as provided in the Notice Section of this Agreement.

County reserves the right to accept alternate notice terms and provisions provided they meet the minimum requirements under Georgia law.

2. Acceptability. The insurance to be maintained by Vendor must be issued by a company licensed or approved by the Insurance Commissioner to transact business in the State of Commented [JC22]: Exception taken. UKG will
endeavor to provide notice to the County if it is at material risk of not having such insurance in place.

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Georgia. Such insurance shall be placed with insurers with a minimum AM Best’s Policyholder’s Rating of “A-” or better and with a financial rating of Class VIII or greater or be otherwise acceptable to Cobb County.

3. Failure of Insurers. Vendor shall be responsible for any delay resulting from the failure of any insurer to furnish proof of coverage in the prescribed form.

H.G. Verification of Coverage: Vendor shall furnish County with certificates of insurance and endorsements to the policies evidencing all coverages required by this Agreement.

Additionally, the declarations page for each insurance policy listed on the certificate of insurance shall be submitted to County. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

The certificates and endorsements shall be received and approved by County before any work commences. County reserves the right to require complete, certified copies of all required insurance policies at any time. Vendor shall provide proof that any expiring coverage has been renewed or replaced prior to the expirationpromptly after renewal or replacement of the coverage. Vendor’s failure to comply with this provision shall be considered a material breach of the Agreement.

I.H. Subcontractors: Vendor shall require all subcontractors to maintain insurance that is industry standard for the scope and risk of the services being provided by that subcontractor.

J.I. Failure to Comply: Failure to comply with all insurance requirements set forth in this Section and applicable to this agreement will not relieve Vendor from any liability under the Aagreement will not be construed to conflict with or limit Vendor’s indemnification obligation obligations under the agreement.

K.J. Duration: All insurance required by this Section must be maintained during the entire term of the Aagreement, including any renewal or extension terms, and until all Work has been completed to the satisfaction of County.

IX. Records: Retention and Confidentiality
A. Examination and Retention of Records. Vendor shall maintain, and County and its representatives shall have the right to audit, examine, all books, records, documents, accounting procedures and practices, and other evidence sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the Work or performance of the Contract and similar materials relating to work performed for County under this Contract on file in accordance with Vendor’s record retention policies for at least ten (10) years following the date of final payment to Vendor by County.

Vendor shall maintain all books, records, work papers, documents, accounting ledgers, databases in accordance with Vendor’s record retention policies for at least ten (10) years following the date of final payment to Vendor by County. All records stored on a computer database must be of a format compatible with County’s. Any duly authorized representative(s) of County shall have access to such records for the purpose of inspection, audit, and copying at reasonable times, during usual and customary business hours. All original documents, including, but not limited to, reports, plans, work papers, (including electronic copies), documents, data, and records developed in connection with the services performed hereunder shall belong to and remain the property of County. Vendor may retain electronic files and reproducible copies of such documents.

B. Confidential Information. Vendor acknowledges that some information which may come into its possession or knowledge in connection with the Work may consist of confidential

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information of County, its elected officials, or employees, the disclosure of which to, or use by, third parties may be damaging to County, its elected officials or employees and/or may violate applicable law(s). Vendor accordingly agrees to hold all such confidential information, together with all material containing confidential information, in strictest confidence, not to make use thereof other than as reasonably necessary to perform according to this Agreement, and not to release or disclose any confidential information to any other person or entity except as may be required by law. Vendor shall inform and instruct all employees, subcontractors, or other agents or representatives of this obligation of confidentiality. Vendor shall immediately remove any of its employees, subcontractors, or other agents or representatives from performing work in connection with this Agreement upon request of notice from County that County reasonably believes such person or entity has failed to comply with the confidentiality obligations hereunder. Any employee, subcontractor, or other agent or representative so removed shall be replaced as provided for in the staffing requirements of this Agreement. For the purposes hereof, “Confidential Information” includes, without limitation, all personally identifiable data, trade secrets, copyrighted material, and other confidential and proprietary information not subject to disclosure or use, as such terms may be respectively defined in O.C.G.A. § 10-1-761, O.C.G.A. § 50-18-72, 45 CFR. §1 64.524, 45 CFR. § 84.14(d). “Confidential Information” further includes, without limitation, all employee data, personnel records, health records, physician and provider notes, medical bills, claims, and other written information of a personal nature.

C. Open Records. Vendor acknowledges that County’s disclosure of documentation is governed by Georgia’s Open Records Act, Act, O.C.G.A. § 50-18-70 et seq., and anything submitted to County is subject to release as public information. If Vendor believes that part or parts of its submission may be exempted from disclosure, Vendor must specify page-by-page and line-byline the parts of the submission, which it believes, are exempt. In addition, Vendor must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).

As required by law, Vendor is responsible for protecting its trade secrets and other proprietary information.

D. Request. To the extent practicable and not legally prohibited, Vendor shall promptly notify County of any request for County information including any request required by law or judicial or regulatory process or pursuant to Georgia’s Open Records Act, O.C.G.A. § 50-18-70 et seq., prior to disclosing such information. In no case shall such notification occur more than five business days after receipt of such request.

X. Notices
A. All written notices, demands, and other papers or documents to be delivered to County or Vendor under this Contract shall be delivered personally, by prepaid registered or certified mail return receipt requested, or by overnight receipted delivery service to the following addresses:

1. If to Cobb County:
<insert department>
<insert address here>
Attention: <insert name here>
Commented [JC23]: See UKG Affidavit

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Electronic notice to: <insert email address here, or specify N/A> Cobb County Attorney
100 Cherokee Street, Suite 350
Marietta, GA 30090

2. If to Vendor:

Vendor Name
<address>
Attention: <insert name here>
Electronic notice to: <insert email address here, or specify N/A> B. Any subsequent changes to place or places specified above shall be designated in writing by Vendor and County to the other.

XI. Relationship of the Parties
Vendor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of County.

Nothing contained in this Agreement shall be construed to make Vendor or any of its employees, servants or subcontractors an employee, servant or agent of County for any purpose. Vendor agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of subcontractors, agents or employees to complete the Work; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. County will not withhold income or other taxes on the fees paid to Vendor under this Contract and Vendor shall be solely responsible for the payment of all such taxes. Vendor is not entitled to any of the benefits that County provides for County’s employees. Vendor agrees to be solely responsible for its own acts and omissions and those of its subordinates, employees, subcontractors, and suppliers during the life of this Agreement. Vendor specifically shall be responsible for sufficient supervision and inspection to ensure compliance in every respect with the Contract requirements. There shall be no contractual relationship between any subcontractor or supplier and County by virtue of this Agreement with Vendor. Any provisions of this Agreement that may appear to give County the right to direct Vendor as to the details of the services to be performed by Vendor or to exercise a measure of control over such services will be deemed to mean that Vendor shall follow the directions of County with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and County may hire additional entities to perform Work related to this Agreement. Inasmuch as County and Vendor are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto.

Vendor agrees not to represent itself as County’s agent for any purpose to any party or to allow any employee of Vendor to do so, unless specifically authorized, in advance and in writing, to do

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so, and then only for the limited purpose stated in such authorization. Vendor shall assume full liability for any contracts or agreements Vendor enters into on behalf of County without the express knowledge and prior written consent of County.

XIV. Georgia Security and Immigration Compliance Act
A. Immigration Compliance. County and Vendor agree that, to the extent applicable, compliance with the requirements of
O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 of the Rules of the Georgia Department of Labor are conditions of this Agreement for the physical performance of services. Physical performance of services includes any performance of labor or services for a public employer using a bidding process or by contract wherein the labor or services exceed $2,499.99.

B. Vendor further agrees and represents that its compliance with the requirements of O.C.G.A. §13-10-91 and DOL Rule 300-10-1-.02, to the extent applicable, is attested to on the executed Exhibit “11-A” Contractor Affidavit and Agreement, included herein by reference.

C. Vendor further agrees and represents that:

1. Vendor (and any subcontractors, regardless of tier) shall fully comply with the requirements for completing Exhibit “11-C” Immigration Compliance Certification and that such certification shall be received by County prior to the commencement of any work under the contract or subcontract;

2. Vendor (or any subcontractor, regardless of tier) shall notify County within five (5) business days of entering into a contract or other agreement for hire with any subcontractor(s), regardless of tier;

3. Vendor shall be responsible for obtaining and providing to County Exhibit “11-B” Subcontractor Affidavit and Agreement and Exhibit “11-C” Immigration Compliance Certification, each incorporated herein by reference, from each subcontractor, regardless of tier, employed or retained for work under the contract prior to the commencement of any work under the contract or any subcontract;

4. County reserves the right to dismiss, or require the dismissal of, any contractor or subcontractor for failing to provide the required affidavit or certification and/or for failure to comply with the statutory requirements of O.C.G.A. § 13-10-91 and/or for providing false or misleading information upon the required affidavit(s) or certification(s);

5. Any contractor and/or subcontractor retaining any other subcontractor to perform services under the contract shall provide legal notice to any subcontractor of the requirements of County for immigration compliance and further provide notice that County reserves the right to dismiss, or require the dismissal of, any contractor or subcontractor for failing to provide the required affidavit or certification and/or for failure to comply with the statutory requirements of O.C.G.A. § 13-10-91 and/or for providing false or misleading information upon the required affidavit(s) or certification(s);

6. Failure to comply with any of the requirements and procedures of County (i.e., failure to timely supply required affidavits or compliance certification documents; failure to utilize federal work authorization procedures; failure to permit or facilitate audits or reviews of records by county or state officials upon request; and/or failure to continue to meet any of the statutory or county obligations during the life of the contract) shall constitute a material breach of the Agreement and shall entitle County to dismiss any general contractor or to Commented [JC24]: See definition of subcontractor
proposed by UKG in its General Exceptions.

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require the dismissal of any subcontractor or sub/subcontractor (irrespective of tier) for failing to fully comply with these requirements;

7. Upon notice of a material breach of these provisions, Vendor (or subcontractor, regardless of tier) shall be entitled to cure the breach within ten (10) days and provide evidence of such cure. Should the breach not be cured, County shall be entitled to all available remedies, including termination of the Contract, the requirement that a subcontractor be dismissed from performing work under the Contract, and any and all damages permissible by law.

D. Immigration Compliance Certification. Prior to commencing work under any contract for the physical performance of services, to the extent applicable, Vendor shall submit a completed Exhibit “11-C” Immigration Compliance Certification. Prior to allowing any other subcontractor to perform work under the contract, to the extent applicable, Vendor shall obtain a completed Exhibit “11-C” Immigration Compliance Certification from each subcontractor (regardless of tier) and submit the same to County.

XV. Conflict of Interest Affidavit
A. Vendor agrees and shall execute Exhibit “12” Conflict of Interest Affidavit attesting that it shall not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation. Vendor certifies that, to the best of its knowledge, no circumstances exist that will cause a conflict of interest in performing the services required by this Agreement, that no employee of County, nor any member thereof, nor any public agency or official affected by this Agreement, has any pecuniary interest in the business of Vendor or his subcontractor(s) and that no person associated with Vendor or its subcontractor(s) has any interest that would conflict in any manner or degree with the performance of the Agreement.

Should Vendor become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Vendor shall immediately notify County. If County determines that a conflict of interest exists, County may require that Vendor take action to remedy the conflict of interest or terminate the Agreement without liability. County shall have the right to recover any fees paid for services rendered by Vendor when such services were performed while a conflict of interest existed, if Vendor had knowledge of the conflict of interest and did not notify County within five (5) business days of becoming aware of the existence of the conflict of interest.

B. Vendor warrants that it and its subcontractor(s) have not employed or retained any company or person, other than a bona fide employee working solely for Vendor or its subcontractor(s), to solicit or secure this Agreement and that Vendor and its subcontractor(s) have not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for Vendor or its subcontractor(s) any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of this Agreement. For any breach or violation of this provision, County shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift, payment, or consideration.

C. Vendor shall include the terms and conditions of Paragraphs A and B of this Section in all subcontractor agreements for Work to be performed under this Agreement.

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XII. Miscellaneous.

A. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes, and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Cobb County, Georgia, and Vendor submits to the jurisdiction and venue of such court. Prior to filing any claim or action related to this Contract, the parties may, but shall not be obligated to, submit such claim or action to non-binding mediation before a mediator mutually agreeable to the parties. The parties shall share equally in the costs of mediation.

B. Severability of Provisions. If a part or any provision of this Contract shall be deemed invalid or unenforceable under applicable law, said part shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions of the Contract, which shall be interpreted so as to give the greatest effect possible thereto.

C. Review and Inspection of Work. Vendor shall produce progress reports or copies of any Work as performed under this Contract at any time as requested by County. Refusal by Vendor to submit progress reports shall be cause to withhold payment to Vendor until Vendor complies with County’s request in this regard, or cause for termination of this Contract.

D. Assignment. This Agreement is binding on the heirs, successors, and permitted assigns of the parties hereto. This Agreement may not be assigned by County or Vendor without the prior, written consent of the other party.

E. Third Party Beneficiaries. Neither party intends to directly benefit a third party by this Contract. The parties agree that no third party shall be entitled to assert a right or claim against either of them based on this Contract.

F. Materiality. Each term of this Agreement is material, and Vendor’s breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to County either party at law or in equity consistent with the terms of this Agreement.

G. Compliance with Laws. Vendor shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations applicable to UKG and its operations in performing under the Contract.

H. Amendment. No modification, amendment, or alteration in the terms or conditions contained herein or in the Contract shall be effective unless contained in a written document prepared with the same formality as the Contract and agreed to by both Parties in writing.

I. Preservation of Immunities. No provision of this Agreement shall be construed or interpreted so as to waive any of the immunities or protections otherwise afforded the parties by the Constitution, statutes, rules and regulations of the State of Georgia. Nothing contained in this Agreement shall be construed to be a waiver of County’s sovereign immunity or any individual’s qualified good faith or official immunities.

J. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

K. Waiver. No failure by County either party to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Vendor the other party with this Agreement, and no custom or practice of
Commented [JC25]: Details of progress reports need to be mutually agreed upon
Commented [JC26]: UKG will need the right to assign
this Agreement in the event of a change of control, merger or acquisition or similar event.

1538
County either party at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect County’s a party’s right to demand exact and strict compliance by Vendor the other party with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated.

L. Headings. All headings herein are intended for convenience and ease of reference purposes only and in no way define, limit, or describe the scope or intent thereof, or of this Agreement, or in any way affect this Agreement.

M. Intentionally left blank.Time is of The Essence. With regard to all dates and/or time periods in this Agreement or any of the documents incorporated by reference into this Agreement and/or the mutually agreed to project plan, time is of the essence.

N. Subcontracts. Vendor shall be responsible for the work products and actions of all subcontractors. All subcontractors are subject to approval by County. Subcontractors must comply with the same insurance requirements as Vendor. Subcontractors must comply with the requirements of the Georgia Security and Immigration Compliance Act as set forth in this Agreement.

O. Intentionally Left blank.Liquidated Damages. The Parties acknowledge and agree that delays in the completion of the Work will result in damages to County and that the exact sum of such damages to County are impossible to precisely estimate and will be difficult to ascertain. If the Work is not completed in accordance with Exhibit “4-A” Project Schedule, then Vendor shall be required to pay County $100 per business day that the Work is delayed. The liquidated damages set forth in this section are intended to be, and the parties acknowledge and agree that (1) the liquidated damages are reasonably proportionate to and are a reasonable estimate of the probable loss that Owner is likely to incur as a result of delays, and (2) the liquidated damages are not intended to be a penalty.
[SIGNATURE PAGE TO FOLLOW]
Commented [JC27]: See proposed definition of
“subcontractors” in UKG’s General Exceptions.

Commented [JC28]: To the extent a Participating Public
Agency is not subject to Georgia law, UKG assumes that
when contracting with such Public Agency, provisions
specific to Georgia law are deemed N/A.

1539
IN WITNESS WHEREOF, said parties have hereunto set their seals.

Vendor County
Name and Title Lisa N. Cupid, Chairwoman
Vendor Name Cobb County Board of Commissioners
Date Date
SEAL
Attest: Attest:

Name and Title Pamela L. Mabry, County Clerk
Recommended by:

Name and Title
Approved as to Form
Cobb County Attorney’s Office

1540
Exhibit “1” Invitation to Bid or Request for Proposal

1541
Exhibit “2” Vendor’s Bid or Proposal

1542
Exhibit “3” Vendor’s Price Quote

1543
Exhibit “4” Vendor’s Statement of Work

1544
Exhibit “4-A” Project Schedule

1545
Exhibit “5” Vendor’s End User License Agreement (EULA), License, Software

1546
Exhibit “6” Vendor’s Maintenance or Support Agreement

1547
Exhibit “7” Vendor’s Service Level Agreement

1548

1. General Provisions
Exhibit “9” Information Security
Information Security

1.1. Contractor represents and warrants that it will comply with all applicable federal, state, and local privacy and data protection laws, as well as all other applicable regulations.

1.2. Contractor shall implement administrative, physical, and technical safeguards to ensure the security of Protected Information that are no less rigorous than accepted industry practices including National Institute of Standards and Technology (NIST) 800-53, Center for Internet Security (CIS) controls, the International Organization for Standardization’s standards: ISO/IEC 27001:2005 – Information Security Management Systems – Requirements and ISO-IEC 27002:2005 – Code of Practice for International Security Management, the Information Technology Infrastructure Library (ITIL) standards, or other applicable industry standards for information security, and shall ensure that all such safeguards, including the manner in which Protected Information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with all applicable data protection and privacy laws, as well as the terms and conditions of this Agreement.

1.3. All employees and subcontractors given access to any Personally Identifiable Information (PII) or Restricted or Protected Information such as information protected as or by Payment Card Industry Data Security Standard (PCI DSS), PII, Health Insurance Portability and Accountability Act (HIPAA), Criminal Justice Information Services (CJIS), etc. must agree to abide by the terms of the Agreement and restrict the use of Protected Information only for subcontractor’s or employees’ internal business purposes and only as necessary for the execution of the Agreement.

1.4. Contractor shall maintain current supported operating system for Cobb County systems.

1.5. Contractor shall provide evidence of background check completion or verification of such security measure control through the SOC 2 Report for Core Subscription Services.

1.6. If any regulator, or any subpoena, warrant, or other court or administrative order, requires Contractor to disclose or provide County Data to a regulator or to any third party, or to respond to inquiries concerning the processing of County Data, Contractor shall promptly notify County, unless prohibited by applicable law. Following such notification, Contractor shall reasonably cooperate with County in its response, except to the extent otherwise required by applicable law.

1.7. County consents to Contractor’s use of subcontractors to provide aspects of the Services and to Contractor’s disclosure and provision of County Data to those subcontractors.

Contractor shall be responsible for the performance of its subcontractors. Contractor shall ensure subcontractors are subject to contractual obligations which are the same as or equivalent to those imposed on Contractor with regard to the processing of County Data.

Contractor shall maintain a list of its subcontractors on its company website under the Privacy page. Contractor shall inform County of any intended changes concerning the addition or replacement of any subcontractor within a reasonable time prior to implementation of such change. In the event of County objecting to such change, Contractor shall make reasonable efforts to address County’s concerns (including making reasonable efforts to find an alternative subcontractor).

Commented [JC29]: Clarify that these laws are those
applicable to UKG and its operations
Commented [TS30]: Not applicable nor in scope for the
services provided.

Commented [TS31]: Customers can rely on the SOC 2
Report where our independent third-party verifies controls, such as background checking.

Commented [JC32]: If UKG is unable to address the
County’s concerns, the County may terminate the agreement with respect to that portion of the Services to which County objects.

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1.7.1. When Contractor’s or a subcontractor’s personnel are providing services on County’s systems or premises, Contractor shall comply and shall require its personnel and subcontractors’ personnel to comply, with all applicable laws, rules, and regulations, as well as County policies and standards in effect during the performance of this Agreement, including (without limitation) County’s reasonable confidentiality requirements, County’s policies, standards and procedures regarding data access, security, personnel conduct, safety, and ethics, including spoken directives of County facility staff. In the event that any of Contractor’s or a subcontractor’s personnel do not comply with such requirements, County, in its sole reasonable discretion, may have the personnel’s access revoked and/or have such personnel removed from the premises.

2. Compliance

2.1. If, in the course of this engagement, Contractor has access to or will collect, access, use, store, process, dispose of or disclose credit, debit, or other payment cardholder information, Contractor shall at all times remain in compliance with the PCI DSS requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS at Contractor’s sole cost and expense.

2.2.2.1. If, in the course of this engagement, Contractor has access to or will collect, access, use, store, process, dispose of or disclose protected health information, Contractor shall at all times remain in compliance with HIPAA requirements, including remaining aware at all times of changes to HIPAA and promptly implementing all procedures and practices as may be necessary to remain in compliance with HIPAA at Contractor’s sole cost and expense.

2.2.1.2.1.1. Contractor agrees to execute and incorporate into this Agreement a Business Associate Agreement if and when it is necessary under HIPAA, including any regulations promulgated thereunder, including as a result of a change in the Services or the manner in which they are provided.

2.3. If, in the course of this engagement, Contractor has access to or will collect, access, use, store, process, dispose of or disclose criminal justice information, Contractor shall at all times remain in compliance with CJIS requirements, including remaining aware at all times of changes to CJIS and promptly implementing all procedures and practices as may be necessary to remain in compliance with CJIS, including certifying staff for background check and training, at Contractor’s sole cost and expense.

2.4.2.2. In respect of Personal Data provided to Contractor by County in connection with the Agreement, Contractor shall comply and shall ensure that its personnel complies, with the requirements of state, federal, and national privacy laws and regulations governing such Personal Data in Contractor’s possession or under its control and applicable to Contractor’s provision of Services.

2.5.2.3. Contractor shall notify County, without undue delay, of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to County Data in Contractor’s possession or under its control (a “Data Breach”). Each party shall reasonably cooperate with the other with respect to the investigation and resolution of any Data Breach including, in the case of Contractor, prompt provision of the following, to the extent then known to Contractor: (i) the possible cause and
Commented [TS33]: While supporting the services, UKG
would follow County policies while accessing customer
owned systems or offices.

Commented [TS34]: Not applicable nor in scope for the
services provided. UKG provides a human capital
management solution, where Personally Identifiable
Information ("PII"), such as name, email, address, etc. is in scope for the application.

1550
consequences of the Data Breach; (ii) the categories of County Data involved; (iii) a summary of the possible consequences for the relevant users; (iv) a summary of the unauthorized recipients of County Data; and (v) the measures taken by Contractor to mitigate any damage. Upon confirmation of any vulnerability or breach of Contractor’s security affecting County Data in Contractor’s custody and control, Contractor shall modify its processes and security program, as necessary, to mitigate the effects of the vulnerability or breach upon such County Data.

3. Data Security

3.1. Contractor shall ensure all County Data is stored remains within the United States and is not processed, stored, transmitted, or disposed of out of the country without the prior written authorization by County.

3.2. Where possible, Contractor shall remove, disable or change all default credentials prior to placing equipment into production. Removal is preferable.

3.3. Contractor shall uninstall or disable unnecessary programs and services prior to placing equipment into production. Uninstalling is preferable.

3.4. Contractor shall implement and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (i) ensure the security and confidentiality of County Data in the custody of and processed by Contractor; (ii) protect against any anticipated threats or hazards to the security or integrity of such County Data; (iii) protect against unauthorized access to or use of such County Data; and (iv) ensure that Contractor’s return or disposal of such County Data is performed in a manner consistent with Contractor’s obligations under items (i)-(iii).

3.5. Contractor shall store all County backup data as part of its designated backup and recovery processes in encrypted form, using a commercially supported encryption solution.

Contractor shall encrypt all County confidential data. Encryption solutions will be deployed with no less than a 128-bit encryption key using the Advanced Encryption Standard (AES). The encryption standards apply to data at rest and data in motion.

3.6. Contractor shall use Transport Layer Security (TLS) protocol TLS 1.2 or higher.

3.7. If any user requests Contractor to provide them with information relating to processing of their Personal Data, or to make changes to their Personal Data, Contractor shall promptly notify County of the request, unless otherwise required by applicable law. County may make changes to User Data using the features and functionality of the Application.

Contractor shall not make changes to User Data except as agreed in writing with County.

Contractor shall process County Personal Data only as necessary to provide the Services, and in accordance with County’s written instructions. This Agreement and County’s use of the Application’s features and functionality are County’s instructions to Contractor in relation to the processing of County Personal Data.

3.8. County is solely responsible for its data retention obligations with respect to County Data.

County may export County Data from the Application at any time during the Agreement Term, using the Application’s then existing features and functionality, at no additional charge. County may delete County Data on its Instances at any time. Contractor shall delete County’s Instances (and any data remaining on such Instances) upon termination or expiration of the Agreement.

Commented [TS35]: The location where Customer data is
hosted, stored, and backed up is dependent on the geographic location selected on the Order Form by the Customer. For example, if the Customer selects the United States on the Order Form, the Customer's data will be hosted, stored, and backed up within the United States.

UKG provides 24/7/365 global support to its Customers.

UKG's team is comprised of variety of individuals from all over the globe. Customer Data may be accessed outside of the US by UKG personnel for the purposes of support.

Access to electronically held Customer Data is granted only to authorized personnel, who are UKG employees, using the principle of least privilege role-based access model. UKG employees are provisioned the access required to perform their job responsibilities and all of activity is logged and monitored in accordance with the ISO 27001, 27017 and
27018 programs, as well as the audited controls reflected in the SOC 2 Type I and SOC 2 Type II reports.

UKG is a global company with a follow the sun support
model. UKG may provide support for the services from any of its global locations, which currently consist of the US, United Kingdom, Australia, Canada, India, France,
Singapore, Uruguay and Ireland. UKG may stand up
additional or change locations as necessary to meet its support needs. Additionally, all support locations are vetted through our third-party risk process, and depending on the location proposed, may be evaluated by our Threat
Intelligence team within Enterprise Security to determine whether the geographic location is appropriate for the
support activities proposed.

UKG's Legal Privacy team evaluates any legal privacy
considerations associated with a support location to ensure compliance with data protection regulations.

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3.9. All rights, title, and interest in and to County Data are and shall remain the property of County. County understands that certain applications will not function absent County Data, and as such, County shall provide digital files, in the form and format and on the schedule specified by Contractor, County Data, and other information reasonably required for Contractor’s performance of its obligations under the Agreement. Subject to the terms of the Agreement, County hereby grants to Contractor throughout the term of the Agreement (and after the term solely as reasonably necessary for the performance of Contractor’s post-termination obligations to County) the rights to use, reproduce, store, distribute, modify, cache, and transmit County Data via the applicable Application solely to the extent necessary for Contractor to provide the Services or otherwise perform its obligations under the Agreement. Contractor shall allow access to County Data on a need to know basis using the principle of least privilege.

3.10. County Data will be and remain the property of County. Contractor may not use County Data for any purpose other than to render the Services. No County Data will be sold, assigned, leased, or otherwise disposed of to third parties or commercially exploited by or on behalf of Contractor (or any of its Subcontractors). Neither the Contractor nor any of its Subcontractors may possess or assert any lien or other right against or to County Data. Without limiting the generality of the foregoing, (a) the Contractor may use County Data only as strictly necessary to render the Services and must restrict access to such information to Contractor Personnel on a strict need-to-know basis, and (b) the Contractor will not download, copy, transmit or make available any County Data to any third party, except as expressly permitted by this Agreement.

3.11. When County Data is in the Contractor’s possession or under the Contractor’s control and an event occurs that prevents or hinders the access to or reliable use of such County Data, the Contractor will re-create or restore such data immediately, or in any case, as soon as reasonably practicable, to the last scheduled back-up applicable to such County Data in accordance with the Contractor’s responsibilities hereunder. Any such re-creation or restoration will be at the Contractor’s expense and County will not be subject to any charge in connection therewith.

3.12. The Contractor will maintain a comprehensive Security Program in compliance with generally accepted industry standards and applicable laws(i) County Rules and (ii) the Federal Information Security Management Act (FISMA), 44 U.S.C. § 3541 et seq.

The content and implementation of the Security Program and associated technical, organizational, and security measures will be fully documented by the Contractor.

4. Right to Audit

4.1. Vendor shall provide County Information Security Team with the most recent Service Organization Control 2 (SOC 2) Type 2 Report upon request to assess the effectiveness of security processes by observing operations for at least three months, but preferably 6-12 months.

4.2. Contractor shall maintain compliance with industry standards and applicable governing frameworks such as Statement on Standards for Attestation Engagements (SSAE) and the International Organization for Standardization (ISO) (e.g., SSAE 16, ISO 27001, and ISO 27018) throughout the Agreement Term. Contractor shall make available to County, annually and upon request, all relevant information necessary to demonstrate compliance with its
Commented [JC36]: Refer to UKG’s EULA for relevant
provisions addressing permitted uses of County Data.

Commented [JC37]: Refer to UKG’s EULA for relevant
provisions addressing permitted uses of County Data.

Commented [TS38]: This is a commercial SaaS software
solution. UKG's policies are designed in accordance with UKG’s policies for our entire customer base. Upon request, UKG can provide the County with relevant material
information through UKG’s Customer Due Diligence
Package, so that the County may determine whether UKG is in compliance with its policies. With respect to UKG’s
information security practices, UKG Pro is audited against the AICPA/SSAE 18 SOC 2 Trust Principles, and has
achieved ISO 27001, 27017 & 27018 Certifications.

1552
obligations. Contractor shall allow for and contribute to audits conducted by County, or third-party auditor mandated by County, so long as said third party auditor is acceptable to Contractor, under the following parameters:

4.2.1. County may elect to conduct an audit not more than once within any 12-month period at no cost to County. Any such audits shall be limited to a robust customer due diligence package consisting of details on Contractor’s information security/risk practices and reasonable access to knowledgeable personnel to discuss the controls in place, including a meeting at Contractor’s corporate headquarters. In the event County requests support or information beyond the content described above, or requests Aany additional audits within the same 12-month period, then, upon County’s audit request, the Parties will mutually agree on the terms of the audit plan, which shall include details regarding the scope, duration, and scheduling of the audit and shall be subject to a reasonable fees;

4.2.2. Third-party auditors mandated by County shall enter into confidentiality agreements with Contractor that are no less restrictive than those set out in this Agreement;

4.2.3. County provides reasonable prior notice of such request for an audit;

4.2.4. County ensures such audit shall not be unreasonably disruptive to Contractor’s business; and

4.2.4.1.1. Neither County nor its auditors shall be permitted to make unaccompanied site visits or to logically access Contractor’s IT systems

5. Confidential Information

5.1. Contractor’s employees, agents, and subcontractors may have access to confidential data maintained by County to the extent necessary to carry out Contractor's responsibilities under the Agreement. Contractor shall presume that all information received pursuant to the Agreement is confidential unless otherwise designated by County. If it is reasonably likely Contractor will have access to County’s confidential information, then:

5.1.1. Contractor shall provide to County a written description of Contractor's policies and procedures to safeguard confidential information;

5.1.2. Policies of confidentiality shall address, as appropriate, information conveyed in verbal, written, and electronic formats;

5.1.3. Contractor must designate one individual who shall remain the responsible authority in charge of all data collected, used, or disseminated by Contractor in connection with the performance of the Services; and

5.1.4. Contractor shall provide adequate supervision and training to its agents, employees, and subcontractors to ensure compliance with the terms of the Agreement.

5.2. The private or confidential data shall remain the property of County at all times. Some services performed for County may require Contractor to sign a nondisclosure agreement.

Contractor understands and agrees that refusal or failure to sign such a nondisclosure agreement if required, may result in termination of the Agreement.

5.3. No confidential data collected, maintained, or used in the course of performance of the Services shall be disseminated except as authorized by law and with the written consent of County, either during the period of the Agreement or thereafter. Any data supplied to or created by Contractor shall be considered the property of County. Contractor shall return any and all data collected, maintained, created, or used in the course of the Commented [TS39]: UKG maintains a Customer Audit
Program, where we inform and provide Customers with
assurances of UKG’s information security and risk
management practices, through our Customer Due Diligence Package, in support of Customer’s due diligence
efforts. Should Customer’s need information beyond the
Customer Due Diligence Package and reasonable access to knowledgeable personnel to discuss the controls in place, then the parties will mutually agree on an audit plan, and UKG will reasonably support the Customer in their due
diligence efforts.

1553
performance of the Services, in whatever form it is maintained, promptly at the request of County.

5.4. In the event that a subpoena or other legal process is served upon Contractor for records containing confidential information, Contractor shall promptly notify County and cooperate with County in any lawful effort to protect the confidential information.

5.5. Contractor shall immediately report to County any unauthorized disclosure of confidential information.

5.6. Contractor’s confidentiality obligation under the Agreement shall survive termination of the Agreement.

6. Termination

6.1. Following the termination or expiration of this Agreement, Contractor shall offer transition assistance, which may include, to the extent practicable, an export of County Data from the applicable Application or Instance. To the extent Contractor makes available to County an Application Program Interface (API) or other means to assist with such transition, the API shall be Contractor’s Confidential Information, and County is granted a personal, nonsublicensable, nonexclusive, non-transferable, limited license to use the API solely for County’s internal use for exporting County’s content from the existing system to the new County system. County shall not (a) copy, rent, sell, disassemble, reverse engineer, or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, or alter any part of the API, or (b) otherwise use the API on behalf of any third party. The API license shall automatically terminate in the event County breaches this Section or immediately upon notice from Contractor.

6.2. Upon termination of this Agreement and transfer of data to County, Contractor shall sanitize/erase, destroy, and render unrecoverable all County Data still in its possession and certify in writing, upon request, that these actions have been completed within thirty (30) days of the termination of this Agreement and transfer of data or within seven (7) days of the request of an agent of County, whichever shall come first. At a minimum, a “Clear” media sanitization is to be performed according to the standards enumerated by the National Institute of Standards, Guidelines for Media Sanitization, SP800-88, Appendix A (http://csrc.nist.gov/) or other generally accepted guidelines for the secure deletion of data.

6.3. In order to protect the interests of the public, Contractor agrees that upon termination of this Contract for any reason, it shall provide sufficient efforts and cooperation to ensure an orderly and efficient transition of services to County or another contractor. Contractor shall provide full disclosure to County and third-party contractor of the equipment, Software, Licenses, and Services required to perform for County. Contractor shall transfer licenses or assign agreements for any Software or third-party services used to provide the Services to County or to another contractor.

Further, in the event that County has entered into or enters into agreements with other contractors for additional work related to services rendered under the Contract, Contractor agrees to cooperate fully with such other contractors. Contractor shall not commit any act, which will interfere with the performance of work by any other contractor.

Commented [JC40]: Refer to Effect of Termination in
UKG’s EULA provided as part of its response.

Commented [JC41]: See UKG EULA for “Effects of
Termination” and the scope of UKG’s post-termination
support. All other efforts and cooperation would be subject to a mutually agreed upon Statement of Work, including any associated costs.

Field Code Changed
Commented [TS42]: The County is the controller of its
data input within the application. Upon termination of the contract, the County would be provided with an access
window (generally 30 days) to extract their data from the application. Once, that extraction window passes, UKG
would lock the County’s company records within the
application, revoking the County’s ability to access the environment. Following this period, UKG would delete
confidential County data from the environment in
accordance with generally accepted guidelines for the secure deletion and sanitization of data. Final deletion of County Data will be completed when the last backup that contained County Data is securely overwritten within the Service.

Commented [JC43]: See UKG EULA for “Effects of
Termination” and the scope of UKG’s post-termination
support. All other efforts and cooperation would be subject to a mutually agreed upon Statement of Work, including any associated costs.

1554
Exhibit “10-A” Change Control Definitions and Process

1. Change Control Definitions and Process
Project scope and schedule changes to Exhibit “4” Vendor’s Statement of Work shall be addressed through this Change Control Process using Exhibit “10-B” Change Order Form. Any changes shall be documented, reviewed, and mutually agreed upon by the Parties. The Change Order Form shall document the scope of work and a fee. Implementation of the change shall be factored into the initial project plan and a modified completion date for the project will be detailed, if necessary. The hourly bill rate for all change orders is $ USD.

2. Change Control Definitions
a. “Change Control” describes the process for managing potential project changes. b. “Change Request” is an informal request by Customer or Vendor to modify the scope, schedule, and/or budget of the Professional Services to be provided pursuant to SOW-#.
c. “Change Order” is a formal amendment to SOW-#.generated by Vendor signed by both parties.

3. Change Control Process
The following provides a summary of the process to follow if a change to this SOW is desired:
a. Customer or Vendor submits a written (email acceptable) Change Request including the following:
i. change description, detailing what is to be amended from this SOW ii. rationale for the change
iii. impact the change may have on the Professional Services b. Both Customer and Vendor review the Change Request to determine the merits of the request and the impact of on the fees, schedule, scope, and other terms and conditions of the SOW that may result from the implementation of the Change Request. c. The parties decide either to accept or to reject the change. d. Vendor prepares a Change Order, which includes a description of the applicable changes to scope, estimated fees, planned resources, timeline, and any other terms. e. Vendor submits Change Order to Customer for final review and approval. f. Vendor executes the Change Order and sends to Customer. g. Customer executes the Change Order, and if applicable, generates a purchase order associated with that Change Order.

The Professional Services described in the fully executed Change Order will be performed by Vendor as included as part of the Exhibit “4” Vendor’s Statement of Work.

1555
Exhibit “10-B” Change Order Form
Change Order No. X (“Change Order”) by and between County and Vendor Name (“Vendor”) is subject to all the terms and conditions of Exhibit “4” Vendor’s Statement of Work (“SOW”) in the Agreement between County and Vendor Name dated mm/dd/yyyy.

The Parties agree to revise the scope and budget of the SOW as follows:

1. Change Order Summary
This Change Order is necessary to redefine the requirements to accommodate changes requested by the County for <insert description here>.

2. Tasks Removed from Scope
The tasks below have been removed from the scope of the project:
# Task
1 2
3 3. Tasks Added to Scope
The tasks below are added to the scope of the project:
# Task
1 2
3 4. Estimated Hours
The Change Order represents an update to the Budgetary Guidance set forth in SOW-X as follows:

Change Order Scope Estimated Time
to Complete (in
hours)
1 2
3

1556
Totals Hours:

5. Change Order Effect on SOW-X Scope Hours and Cost
Original
SOW
Budgetary
Guidance
Original
Project
Scope
Hours
Chang
e
Order
#
Increase
(Decrease)
Hours
Increase
(Decrease)
Cost
New
Project
Scope
Hours
New Project
Budget

Total Project Hours and Budget

6. Change Order Payment Terms
Actual professional services under this Change Order will be billed at an hourly rate of at $xxx.xx USD and invoiced monthly with net 30 payment terms.

If no Bill Rate is provided above, billing for actual professional services under this Change Order will be agreed to by the Parties and will include:

Bill Rate
Invoice Frequency
Net Payment Terms
If travel and expenses (T&E) are expected, details are included in this formal Change Order and will be agreed to and executed between the Parties.

1557
Exhibit “11-A” Contractor Affidavit and Agreement

CONTRACTOR AFFIDAVIT AND AGREEMENT
By executing this affidavit, the undersigned Contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is contracting with Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned Contractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the Contract period.

The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the attached Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement; (3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any Contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance for a period of five (5) years and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and (6) Allow the audit or review of records of compliance by County upon request.

EEV (E-Verify) Program Number EEV Program Date of Authorization BY: Authorized Officer or Agent Contractor Business Name [Contractor Name]
Printed Name Date

SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE DAY OF , 202_
Commission Expires: Version 09-20-2013

1558
Exhibit “11-B” Subcontractor Affidavit and Agreement

SUBCONTRACTOR AFFIDAVIT AND AGREEMENT
By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10- 91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned subcontractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the contract period.

The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement;
(3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any Contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and
(6) Maintain such records for a period of five (5) years.

EEV (E-Verify) Program Number EEV Program Date of Authorization BY: Authorized Officer or Agent Subcontractor Business Name [Subcontractor Name]
Printed Name Date

SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE DAY OF , 202_
Commission Expires: Version 09-20-2013

1559
Exhibit “11-C” Immigration Compliance Certification

EMPLOYER IMMIGRATION COMPLIANCE CERTIFICATION
(To be completed by Contractor and all subcontractors prior to contract initiation, every six months after commencement of work, and at any time there is a change in personnel assigned to the Project.) I certify to the Cobb County Board of Commissioners that the following employees will be assigned to the <…>:

I further certify to Cobb County, Georgia the following:

1. The E-Verify program was used to verify the employment eligibility of each of the above-listed employees hired after the effective date of our contract to use the program;

2. We have not received a Final Nonconfirmation response from E-Verify for any of the employees listed;

3. If we receive a Final Nonconfirmation response from E-Verify for any of the employees listed above, we will immediately terminate that employee’s involvement with the Project;

4. I have confirmed that we have an I-9 on file for every employee listed above and that to the best of my knowledge all the I-9s are accurate;

5. To the best of my knowledge and belief, all of the employees on the above list are legally authorized to work in the United States;

6. If any other employee is assigned to this Cobb County project, a certification will be provided for said employee prior to the employee commencing work on the Project.

To the best of my knowledge and belief, the above certification is true, accurate and complete.

Sworn to by: Employer Name & Address:

Signature of Officer
Printed Name/Title
Date

SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE DAY OF , 202_
Commission Expires: Version 09-20-2013

1560
Exhibit “12” Conflict of Interest Affidavit
As a duly authorized representative of Vendor Name (“Vendor”), I, <insert affiant’s name>, <insert affiant’s title>, certify that to the best of my knowledge that Vendor did not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation, that no circumstances exist that will cause a conflict of interest in performing services for Cobb County, Georgia, that no employee of Cobb County, nor any public agency official or employee affected by this Agreement has any pecuniary interest in the business of this firm, associates or consultants of this firm, or the firm’s parent firm, subsidiary, or other legal entity of which this firm is a part, and that no person associated with or employed by this firm has any interest that would conflict in any way, manner or degree with the performance of services for Cobb County, Georgia.

Signature
Printed Name and Title
Date
Subscribed and sworn before me
on this the day of , 20 .

Notary Public
My Commission Expires:

1561
61 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 6 – EXHIBIT F: FEDERAL FUNDS CERTIFICATIONS
If and when federal funding is intended to be used by a Participating Public Agency, UKG will review and discuss the applicability of the various FARs to the specific transaction with such Participating Public Agency and incorporate such provisions in the contract with the Participating Public Agency as appropriate.

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62 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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63 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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64 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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65 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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66 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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67 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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68 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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69 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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70 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1571
71 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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72 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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73 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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74 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1575
75 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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76 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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77 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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78 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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79 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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80 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1581
81 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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82 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1583
83 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1584
84 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1585
85 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1586
86 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1587
87 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1588
88 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1589
89 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1590
90 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 7 – EXHIBIT G: NEW JERSEY BUSINESS COMPLIANCE

NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’ ability to promote the Master Agreement in the State of New Jersey.

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91 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #1: Ownership Disclosure Form

1592
92 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1593
93 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1594
94 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #2: Non-Collusion Affidavit

1595
95 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1596
96 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1597
97 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #3: Affirmative Action Affidavit

1598
98 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1599
99 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1600
100 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1601
101 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1602
102 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1603
103 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #4: Political Contribution Disclosure Form

1604
104 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1605
105 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1606
106 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1607
107 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1608
108 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #5: Stockholder Disclosure Certification

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109 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1610
110 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #6: Disclosure of Investment Activities in Iran

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111 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

1612
112 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #7: Certification of Non‐Involvement in Prohibited Activities in Russia/Belarus

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113 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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114 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #8: New Jersey Business Registration Certificate

1615
115 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #9: EEOAA Evidence

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116 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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117 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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118 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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119 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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120 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #10: MacBride Principals Form

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121 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

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122 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 8 – UKG ADDITIONAL AGREEMENTS

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123 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
EULA Public Sector MSA

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MSA v2024.08.02 US.EN PS Direct Page 1 of 25

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 https://www.ukg.com/msa (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 https://www.ukg.com/saas-support-policies-andservices. 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; (f) 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. Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached as Exhibit 1 and which could be found in http://www.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, computer or communications system, software application, or network or computing device, (c) interfere with or fail 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 e-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 location(s) 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”).

3.3 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 UKG. 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 security. All 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 concerning security and how often Customers use the application, the events that occur within the application, aggregated usage, performance data, and access locations. The Subscription Services will collect usage statistics, telemetry, and other data from Customer, such as mobile number, email address, IP address, and other unique verification identifier, for the purposes of enabling multifactor authentication; providing, operating, maintaining, customizing, and improving the Subscription Services and its security; developing new or different functionalities; and benchmarking, modelling, 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 Party’s rights or obligations under this Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).

5.7 FOIA/Public 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

6.1 Mutual Warranties. Each Party 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 Customer’s 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 Customer’s 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, NONINFRINGEMENT, 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 or a 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 nonperformance 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 Form 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 fees 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.

8. Indemnification

8.1 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 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 permitte 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 UKG 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 all other employment, labor, or benefits related laws.

10.4 Human Trafficking and Modern Slavery. UKG shall comply with all Applicable Laws regarding 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 Laws, UKG agrees to utilize the U.S. Department of 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 Party 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 Customer's name in a verbal format.

10.11 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:

[email protected] 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 corresponding 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 “Claim(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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11.6 “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 http://www.ukg.com/services-descriptions.

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.

11.15 “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, inproduct, and on-site courses provided by UKG.

11.17 “UKG” 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
Offensive Use or Content
Customer may not 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. 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
Abuse
Customer will not use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), 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 investigate 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 law 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, Customer will 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 in 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 https://www.ukg.com/ukg-unified-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. "Subprocessor" 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 ukg.com, and which is incorporated herein by reference.

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"UKG Processor" means UKG or a UKG 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 ukg.com.
“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 § 1798.100 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, will inform Customer of that legal requirement before the Processing of that Customer Personal information. Schedule 1 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 information 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 duly 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

5.1 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.

5.2 UKG will provide Customer with a mechanism to obtain notification of the appointment of any 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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[email protected] to UKG within ten (10) days of Customer's 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 party. 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 Severability. 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.

When providing Services, UKG will 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 UKG:
• 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 account 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
All 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.
=Privacy related contact:

UKG: [email protected]
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 Supplement for UKG Other Products and Services to this DPA is applicable to any UKG Other Products & Services.

1. ISAE3402 /SSAE 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 Policy: 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.
f) 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-processor(s) shall monitor the infrastructure in order to identify any security vulnerabilities.
c) Anti-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.
f) 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.
i) 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.
l) 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 clocks, 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://www.ukg.com/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 Board) 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 loss 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 (i) 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 Customer’s use, installation and maintenance thereof conforms to the Equipment Documentation.

8.3 Remedies. To the extent permitted by Applicable Law, Customer’s 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 FS/FR 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 FS/FR Equipment it shall, where applicable: (i) obtain signed releases from employees consenting to the use of the applicable FS/FR 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 FS/FR 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; (II) 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 perevent 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 straightline basis over a five (5) year period.

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Exhibit 3-B
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-B, 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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124 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
UKG Perpetual Software Terms and Conditions Contract

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1 UKG PERPETUAL SOFTWARE COMMERCIAL TERMS AND CONDITIONS (2024.08.02)

UKG TERMS
A PARTICIPATING PUBLIC AGENCY (“CUSTOMER”), BY SIGNING AN ORDER FORM OR PURCHASE ORDER WITH UKG Kronos Systems LLC (“UKG”), AGREES TO THE APPLICATION OF THESE TERMS AND CONDITIONS FOR PERPETUAL SOFTWARE LICENSE,

SOFTWARE SUPPORT SERVICES AND RELATED PROFESIONAL SERVICES OFFERINGS SET FORTH ON SUCH ORDER FORM (OR PURCHASE ORDER) WHICH REFERENCES THESE TERMS AND CONDITIONS.

SECTION A: GENERAL TERMS AND CONDITIONS. This Section apply for all transactions.

SECTION B: TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE AND EQUIPMENT SUPPORT SERVICES, AND EDUCATIONAL AND PROFESSIONAL SERVICES. This Section apply for all transactions except Workforce Ready and the Workforce Central SaaS offering ( not including the professional and educational services governed by this Section).

SECTION A: GENERAL TERMS AND CONDITIONS

1. APPLICATION OF THESE TERMS
These terms and conditions apply to each order accepted by UKG Kronos Systems LLC (“UKG”) from an eligible Participating Public Agency (“Customer”) for all Software, Professional and Educational Services, Support and such other Kronos offerings, as specified on an order form (an “Order”).

In addition to the terms set forth in this Section A: General Terms and Condition and Section B shall apply to the Software licenses and purchased Equipment, support services, and professional and educational services.

All orders are subject to the approval of UKG. This Agreement and the Order Form shall supersede the pre-printed terms of any Customer purchase order or other Customer ordering document, and no such Customer pre-printed terms shall apply to the items ordered.

2. APPLICABLE LAWS
This Agreement shall be governed by the state law in which Customer is based, provided however, if such jurisdiction has adopted the Uniform Computer Information Transactions Act (UCITA), or such other similar law, the parties expressly agree to "opt-out" of and not be governed by UCITA or such other similar law. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement.

3. EXPORT
Customer acknowledges that the Equipment and Software may be restricted by the United States Government or by the country in which the Equipment or Software is installed from export to certain countries and certain organizations and individuals, and agrees to comply with such laws.

Customer agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by Customer.

Customer’s obligations hereunder shall survive the termination or expiration of the Order Form. Customer must obtain UKG prior written consent before exporting the Software.

4. CONFIDENTIAL INFORMATION
“Confidential Information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the disclosing party; and ii) identified as “confidential” at the time of disclosure, or would be reasonably obvious to the receiving party to constitute confidential information because of legends or other markings, by the circumstances of disclosure or the nature of the information itself.

Additionally, Customer acknowledges and agree that the Software (and Software documentation), and the Specifications shall be deemed to be UKG’ Confidential Information and trade secret. Each party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such party utilizes for its own information of similar character that it does not wish disclosed to the public. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries of the receiving party who have a need to know) the other party’s Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent of the other party. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and who are under obligations of non-disclosure agreement at least as stringent as this section 4, or (c) by law (including the applicable public record laws), or by a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under the Agreement; provided, the receiving party shall, unless legally prohibited, provide the disclosing party with reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 4, the other party shall have the right to seek injunctive relief from a court of competent jurisdiction. The obligation of confidentiality shall survive for three (3) years after the disclosure of such Confidential Information.

This Agreement imposes no obligation upon either party with respect to the other party’s Confidential Information which the receiving party can establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect to confidentiality; (d) is independently developed by the receiving party without use of the disclosing party’s confidential information, which can be shown by tangible evidence.

5. TAXES
If Customer presents to UKG a validly issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shall not be liable for those taxes for which Customer is exempt. Otherwise, Customer agrees to pay all other applicable duties and customs fees relating to this Agreement , as well as all taxes levied or based on the products, services or other charges hereunder, including federal, state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by UKG, exclusive of taxes based on UKG net income or business privilege.

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2 6. TRAVEL EXPENSES
Customer agrees to reimburse UKG for all pre-approved, reasonable and necessary travel incurred by UKG in the performance of its obligations under this Agreement provided that such travel complies with the then current UKG Travel and Expense Policies (such policies are available upon request) or such other mutually agreed policies or mutually agreed between the parties in the statement of work. Customer further agrees to pay any travel expenses such as airfare, lodging, meals and local transportation, incurred by UKG in the performance of its obligations under this Agreement provided such expenses comply with the Agreement. Customer will be billed by UKG for such travel expenses and payment thereof shall be due net

30. 7. GENERAL
(a) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect. (b) Customer shall not assign this Agreement or the license to the Software without the prior written consent of UKG and any purported assignment, without such consent, shall be void.
(c) Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement (other than a failure to comply with payment obligations) where and to the extent that such failure or delay results from an unforeseeable event beyond a party’s reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party’s failure to timely place orders therefor, or lack of or delay in transportation (each a “Force Majeure Event”).
(d) All notices given under this Agreement shall be in writing and sent postage pre-paid, if to UKG, to the UKG address on the Order Form, or if to Customer, to the billing address on the Order Form.
(e) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. (f) The parties agree that the Order signed by both parties and expressly reference this Agreement, which is delivered via fax or electronically delivered via email it shall constitute a valid and enforceable agreement. (g) This Agreement and any information expressly incorporated herein (including information contained in any referenced URL), together with the applicable Order Form, constitute the entire agreement between the parties for the products and services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement.

This Agreement may be amended only in writing signed by authorized representatives of both parties. Customer understands and acknowledges that while UKG may disclose to customers certain confidential information regarding general product development direction, potential future products and/or product enhancements under consideration, Customer is not entitled to any products or product enhancements other than those contained on the Order Form. Customer has not relied on the availability of any future version of the Software or Equipment identified on an Order Form, nor any other future product in executing this Agreement.
(h) Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (c)(1)(2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19, as applicable. Manufacturer/distributor is UKG Incorporated, 297 Billerica Road, Chelmsford, MA. (i) The JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at http://www.redhat.com/licenses/jboss_eula.html.
(j) Customer may pay an invoice by credit card if the amount is not greater than $50,000.00. (k) UKG agrees to comply with any applicable federal, state and local laws and regulations. (l) Additionally, UKG agrees to be liable for tangible property damage or personal injury to the extent caused by the negligence or willful misconduct of its employees.

SECTION B

TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE SUPPORT SERVICES,

AND EDUCATIONAL AND PROFESSIONAL SERVICES
This Section B applies to Software licensed, Equipment purchased, support services for Software and Equipment, and educational and professional services, when such items are identified on the Order which expressly references this Agreement.

1. PAYMENT AND DELIVERY
Unless otherwise set forth in this Agreement, payment terms are indicated on the Order Form or other contemporaneous ordering document containing product-specific payment terms signed by the parties. Delivery terms are as stated on the Order Form (“Delivery”). UKG will invoice Customer for products upon Delivery. Unless otherwise set forth on the Order Form, Professional and Educational Services are provided on a time and materials basis, invoiced monthly as rendered.

2. GENERAL LICENSE TERMS
UKG owns or has the right to license the Software. The Software and Software documentation are confidential and may not be disclosed to a third party without UKG’ written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below. UKG grants to Customer a non-exclusive, nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by UKG by written notice to Customer upon any material breach of this Agreement by Customer which remains uncured for a period of thirty (30) days after such written notice from UKG. Upon such termination of this license by UKG, Customer will have no further right to use the Software and will return the Software media to UKG and destroy all copies of the Software (and related documentation) in Customer’s possession or control. This license is subject to all of the terms of this Section B.

3. FEE BASED LIMITATIONS
Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Customer.

Limitations, which are set forth on the Order Form, may include the number of employees, simultaneous or active users, Software product modules, Software features, computer model and serial number and partition, and/or the number of telephone lines or terminals to which the Software is permitted to be connected. Customer agrees to: i) use the Software only for the number of employees, simultaneous or active users, computer model, partition and serial number, and/or terminals permitted by the applicable license fee; ii) use only the product modules and/or features

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3 permitted by the applicable license fees; and iii) use the Software only in support of Customer’s own business. Customer agrees not to increase the number of employees, simultaneous or active users, partitions, terminals, products modules, features, or to upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increase/upgrade. Customer may not relicense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of UKG.

4. OBJECT CODE ONLY
Customer may use the computer programs included in the Software (the “Programs”) in object code form only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code. The Programs include components owned by third parties.

Such third party components are deemed to be Software subject to this Section B. Customer shall not use any of the Programs (or the data models therein) except solely as part of and in connection with the Software and as described in the published documentation for such Software.

5. PERMITTED COPIES
Customer may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing purposes only, except for additional copies of the Teletime Software and the UKG iSeries (which must be licensed separately). All copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the terms of this license, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer.

6. UPDATES
In the event that UKG supplies Service Packs, Point Releases and Major Releases (including legislative updates if available) of the Software (collectively referred to as “Updates”), such Updates shall be part of the Software and the provisions of this license shall apply to such Updates and to the Software as modified thereby.

7. ACCEPTANCE
For Customer’s initial purchase of each Equipment and Software product UKG shall provide an acceptance test period (the “Test Period”) that commences upon Installation. Installation shall be defined as: a.) the Equipment, if any, is mounted; b.) the Software is installed on Customer’s server(s); and c.) implementation team training, if any, is complete. During the Test Period, Customer shall determine whether the Equipment and Software meet the UKG published electronic documentation, ("Specifications").

The Test Period shall be for 30 days. If Customer has not given UKG a written deficiency statement specifying how the Equipment or Software fails to meet the Specifications (“Deficiency Statement”) within the Test Period, the Equipment and Software shall be deemed accepted. If Customer provides a Deficiency Statement within the Test Period, UKG shall have 30 days to correct the deficiency, and Customer shall have an additional 30 days to evaluate the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second 30 day period, either Customer or UKG may terminate this Agreement. Upon any such termination, Customer shall return all Equipment and Software (and related documentation) to UKG, and UKG shall refund any monies paid by Customer to UKG for the returned Equipment and Software. Neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test.

8. LIMITED WARRANTY
UKG warrants that all UKG Equipment and Software media shall be free from defects in materials and workmanship, for a period of ninety (90) days from Delivery. In the event of a breach of this warranty, Customer’s remedy shall be UKG’ repair or replacement of the deficient Equipment and/or Software media, at UKG’ option, provided that Customer’s use, installation and maintenance thereof have conformed to the Specifications. This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) or Software media in the event of:
(a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any UKG components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use; (b) failure of Customer to provide and maintain a suitable installation environment, as specified in the Specifications; or (c) malfunctions resulting from the use of badges or supplies not approved by UKG.

When using and applying the information generated by UKG products, Customer is responsible for ensuring that Customer complies with requirements of federal and state law where applicable. If Customer is licensing Workforce Payroll Software or Workforce Absence Management Software: (i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by using such Software, (ii) using such Software does not release Customer of any professional obligation concerning the preparation and review of such reports and documents, (iii) Customer does not rely upon UKG, Best Software, Inc. or such Software for any advice or guidance regarding compliance with federal (and state laws where applicable) or the appropriate tax treatment of items reflected on such reports or documents, and (iv) Customer will review any calculations made by using such Software and satisfy itself that those calculations are correct.

9. PROFESSIONAL AND EDUCATIONAL SERVICES
(a) ENGAGEMENTS
Unless otherwise indicated on the Order, Professional and Educational Services (“Professional Services”) shall be provided on a time and material basis and described in a statement of work. If a dollar limit is stated in the Order Form or any associated statement of work (“SOW”), the limit shall be deemed an estimate for Customer's budgeting and UKG' resource scheduling purposes. After the dollar limit is expended, UKG will continue to provide Professional Services on a time and materials basis, if a Change Order or Schedule of Services for continuation of the Professional Services is signed by both parties.
(b) WARRANTY
UKG warrants that all professional and educational services performed under this Agreement shall be performed in a professional and competent manner. In the event that UKG breaches this warranty, and Customer so notifies UKG within 30 days of receipt of invoice for the applicable services, the Customer’s remedy and UKG’ liability shall be to re-perform the services which were deficient in a manner so as to conform to the foregoing warranty, at no additional cost to Customer.
(c) UKG PROFESSIONAL/EDUCATIONAL SERVICES POLICIES
UKG’ then-current Professional/Educational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW.

10. SOFTWARE SUPPORT SERVICES

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4 The following terms and conditions shall govern the Software support services provided by UKG to Customer.

10.1 SUPPORT OPTIONS
Customer may select from the following Software support purchase options: Gold (or Gold Plus) and Platinum (or Platinum Plus) support (“Service Type”), each providing different service coverage periods and/or service offerings, as specified herein (“Service Offerings”) and in the UKG Support Service Policies (defined below). Customer must purchase the same Service Type for all of the Software specified on the Order Form, (however, if Customer is purchasing support services for Visionware Software, Customer may only purchase Gold Service Type for the Visionware Software).

All Updates shall be provided via remote access.

10.2 TERM OF SOFTWARE SUPPORT
Unless otherwise indicated on the Order Form, support service shall commence on the Software Delivery date and shall continue for an initial term of one (1) year. Support service may be renewed for additional one (1) year terms on the anniversary date of its commencement date by mutual written agreement of the parties or by UKG sending Customer an invoice for the applicable renewal term and Customer paying such invoice prior to the commencement of such renewal term. After the one year initial term of this Agreement, the Service Offerings provided and the Service Coverage period are subject to change by UKG with sixty (60) days advance written notice to Customer. For the initial two (2) renewal years the annual support fee, for the same products and service type, will not increase by more than 4% over the prior year’s annual support fee.

10.3 GOLD SERVICE OFFERINGS
Customer shall be entitled to receive:
(i) Updates for the Software (not including any Software for which UKG charges a separate license fee), provided that Customer’s operating system and equipment meet minimum system configuration requirements, as reasonably determined by UKG. If Customer requests UKG to install such Updates or to provide retraining, Customer agrees to pay UKG for such installation or retraining at UKG’ pricing set forth in this Agreement. (ii) Telephone and/or electronic access to the UKG Global Support Center for the logging of requests for service during the Service Coverage Period.

The Service Coverage Period for the Gold Service Offering is 8:00 a.m. to 8:00 p.m., local time, Monday through Friday, excluding UKG holidays. (iii) Web-based support including access to Software documentation, FAQ’s, access to UKG knowledge base, Customer forums, and e-case management. Such offerings are subject to modification by UKG. Current offerings can be found at https://www.ukg.com/support-policies-andservices . (iv) Web-based remote diagnostic technical assistance which may be utilized by UKG to resolve Software functional problems and user problems during the Service Coverage Period.
(v) Access to specialized content as and when made available by UKG such as technical advisories, learning quick tips, brown bag seminars, technical insider tips, SHRM e-Learning, HR Payroll Answerforce and service case studies.

10.4 PLATINUM AND PLUS SERVICE OFFERINGS:

Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, the Service Coverage Period for the Platinum Service Offering is 24 hours a day, seven days a week, 365 days a year.

Plus option: In addition to the Service Offerings specified for the Gold Service Offering above, Customers purchasing the Plus option shall receive the services of a dedicated, but not exclusive, UKG Technical Account Manager (“TAM”) for one production instance of the Software. Customers purchasing the Gold-Plus option shall designate up to one primary and one secondary backup technical contacts (“Technical Contacts”) to be the sole contacts with the TAM, while Customers purchasing the Platinum-Plus option shall designate up to two primary and three secondary backup Technical Contacts. Upon request, Customer may designate additional and/or backup Technical Contacts. Customer is required to place all primary Technical Contacts through UKG product training for the Software covered under this Section B at Customer’s expense.

Customers purchasing the Platinum-Plus option shall also receive a one day per year visit to be performed at the Customer location where the Software is installed. During this onsite visit, UKG shall work with Customer to identify ways to help Customer increase functionality or maximize utilization of the Software in Customer’s specific environment. Customer must be utilizing the then-current version of the Software.

10.5 PAYMENT
Customer shall pay annual support charges for the initial term in accordance with the payment terms on the Order Form and for any renewal term upon receipt of invoice. Customer shall pay additional support charges, if any, and time and material charges upon receipt of invoice

10.6 ADDITION OF SOFTWARE
Additional Software purchased by Customer as per the ordering procedure set out in the agreement during the initial or any renewal term shall be added to the Support Services at the same support option as the then current Software support coverage in place under these terms. Customer agrees to pay the charges for such addition as per the Order.

10.7 RESPONSIBILITIES OF CUSTOMER
Customer agrees (i) to provide UKG personnel with full, free and safe access to Software for purposes of support, including use of UKG’ standard remote access technology, if required; (ii) to maintain and operate the Software in an environment and according to procedures which conform to the Specifications; and (iii) not to allow support of the Software by anyone other than UKG without prior written authorization from UKG. Failure to utilize UKG’ remote access technology may delay UKG’ response and/or resolution to Customer’s reported Software problem. If Customer requires the use of a specific remote access technology not specified by UKG, then Customer must purchase the Plus option to receive support and provide UKG personnel with full, free and safe access to the remote access hardware and/or software. .

10.8 DEFAULT
Customer shall have the right to terminate UKG support services in the event that UKG is in breach of the support services warranty set forth below and such breach is not cured within fifteen (15) days after written notice specifying the nature of the breach. In the event of such termination, UKG shall refund to Customer on a pro-rata basis those pre-paid annual support fees associated with the unused portion of the support term. UKG reserves the right to terminate or suspend support service in the event the Customer is in default under this Agreement with UKG and such default is

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5 not corrected within fifteen (15) days after written notice. In addition, the support services will terminate and all charges due hereunder will become immediately due and payable in the event that Customer ceases to do business as a going concern or has its assets assigned by law.

10.9 WARRANTY
UKG warrants that all support services shall be performed in a professional and competent manner.

11. UKG SUPPORT SERVICE POLICIES
UKG’ then-current Support Services Policies shall apply to all Support Services purchased and may be accessed at: https://www.ukg.com/supportpolicies-and-services (“Support Policies”). In the event of a conflict between the Support Policies and this Agreement, the terms of this Agreement shall prevail.

12. TRAINING POINTS
Training Points which are purchased by Customer may be redeemed for an equivalent value of instructor-led training sessions offered by Kronos.

Available instructor-led session, information is available upon request and each session has the Training Points value indicated. Training Points are invoiced when used by the Customer. Points may be redeemed at any time within 12 months of the date of the applicable Order Form, at which time they shall expire. Training Points may not be exchanged for other UKG products and/or services.

13. KNOWLEDGEPASS EDUCATION SUBSCRIPTION:

The parties hereby agree that the following terms shall apply to Customer’s purchase of the UKG KnowledgePass Education Subscription only, if specified on the Order Form:

Scope: The KnowledgePass Education Subscription is available to customers who are licensing UKG’ Workforce Central and iSeries Timekeeper Software products and who are maintaining such products under a support plan with UKG. The KnowledgePass Education Subscription provides access via the internet to certain educational offerings provided by UKG (the “KnowledgePass Content”), including:

Product and upgrade information for project teams and end users Hands-on interactive instruction on common tasks
Self-paced tutorials covering a range of topics
Job aids
Knowledge assessment and reporting tools to measure progress Webinars
Term of Subscription: The annual KnowledgePass Education Subscription shall run co-terminously with Customer’s Software Support, and shall renew for additional one (1) year terms provided Customer renews its KnowledgePass Education Subscription as provided below.

Payment: Customer shall pay the annual subscription charge for the initial term of the KnowledgePass Education Subscription in accordance with the payment terms on the Order Form. UKG will send Customer a renewal invoice for renewal of the KnowledgePass Education Subscription at least forty five (45) days prior to expiration of the then current term. KnowledgePass Education Subscription shall renew for an additional one (1) year term if Customer pays such invoice before the end of the initial term or any renewal term.

The KnowledgePass Subscription is available when the Customer subscribe on annual basis.

Limitations: Customer recognizes and agrees that the KnowledgePass Content is copyrighted by UKG. Customer is permitted to make copies of the KnowledgePass Content provided in *pdf form solely for Customer’s internal use and may not disclose such KnowledgePass Content to any third party other than Customer’s employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the KnowledgePass Content without the written consent of UKG, provided that Customer may download and modify contents of Training Kits solely for Customer’s internal use.

Train-the-Trainer Program (TTT): Certification under the Train-the-Trainer Program is valid only for the point release of the Software for which the TTT Program is taken, and covers only the Customer employee who completes the TTT Program.

14. INDEMNIFICATION
UKG agrees to indemnify Customer and to hold it harmless from and against any and all claims, costs, fees and expenses (including reasonable legal fees) relating to actual or alleged infringement of United States or Canadian patents or copyrights asserted against Customer by virtue of Customer's use of the Software as delivered and maintained by UKG, provided that: i) UKG is given prompt written notice of any such claim and has sole control over the investigation, preparation, defense and settlement of such claim; and, ii) Customer reasonably cooperates with UKG in connection with the foregoing and provides UKG with all information in Customer's possession related to such claim and any further assistance as reasonably requested by UKG. UKG will have no obligation to indemnify Customer to the extent any such claim is based on the use of the Software with software or equipment not supplied by UKG. Should any or all of the Software as delivered and maintained by UKG become, or in UKG' reasonable opinion be likely to become, the subject of any such claim, UKG may at its option: i) procure for Customer the right to continue to use the affected Software as contemplated hereunder; ii) replace or modify the affected Software to make its use non-infringing; or iii) should such options not be available at reasonable expense, terminate this Agreement with respect to the affected Software upon thirty (30) days prior written notice to Customer. In such event of termination, Customer shall be entitled to a pro-rata refund of all fees paid to UKG for the affected Software, which refund shall be calculated using a five year straight-line depreciation commencing with the date of the relevant Order. Additionally, UKG agrees to be liable for tangible property damage or personal injury to the extent caused by the negligence or willful misconduct of its employees.

15. LIMITATION OF LIABILITY

CUSTOMER'S EXCLUSIVE REMEDIES AND UKG' SOLE LIABILITY FOR ANY UKG BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.

EXCEPT FOR i) UKG' INDEMNIFICATION OBLIGATIONS SET FORTH IN ARTICLE 16 ABOVE; (II) CUSTOMER’S CLAIMS FOR TANGIBLE

PROPERTY DAMAGE OR PERSONAL INJURY TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE

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6 OTHER PARTY’S EMPLOYEES, IN NO EVENT SHALL UKG' OR ITS PARENTS', SUBSIDIARIES', AFFILIATES', OR THIRD PARTY LICENSOR'S

LIABILITY TO A CUSTOMER, HOWSOEVER CAUSED, EXCEED THE VALUE OF THE ORDER WHICH GIVES RISE TO THE CLAIM, AND IN

NO EVENT WILL UKG OR ITS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST

DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER’S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT.

16. TERMINATION OF ORDER FORM OR SOW
(a) Termination for breach. For any breach of this Agreement by UKG in relation with that Customer which cannot be cured by repair, replacement or re-performance, Customer shall have the right to terminate this the Order Form or applicable SOW upon thirty (30) days prior written notice to UKG, provided UKG has not cured such breach during such thirty (30) day period. Upon such termination, Customer shall be entitled to pursue its remedies at law or in equity subject to the terms of this Agreement. (b) Termination for non-appropriation of funds. Should the funding for the services ordered by Customer be discontinued, Customer shall have the right to terminate the Order Form relating to such services ordered upon a 30 days written advance notice to UKG. In such event, the Customer agrees to pay for the products delivered and the services performed under the terms of the Agreement prior to the receipt by UKG of the termination notice.

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APPENDIX 9 – THIRD PARTY TERMS AND CONDITIONS

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BSI End User License Agreement (Workforce Central and UKG Pro Workforce Management)

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End User License Agreement for BSI On-Demand Service

1. Sublicense. Subject to the terms and conditions of this End User License Agreement, UKG Kronos Systems, LLC (“Kronos") grants Customer the non-exclusive and non-transferrable right to access and use the On-Demand Service(s) set forth on the applicable Order Form, as made available to Kronos through its third party licensor Business Software, Inc. (“BSI”), in conjunction with Customer’s licensed use of Kronos’ software (“Software”). This Sublicense includes Customer’s right to use all applicable user documentation made available to Kronos by BSI for such On-Demand Service(s). Customer acknowledges and agrees that BSI is the exclusive provider of the On-Demand Service(s) and is a third party beneficiary of this Sublicense Agreement. Customer agrees that Kronos or BSI may directly enforce all such terms and conditions herein against Customer as if Customer had entered into such Sublicense Agreement with BSI.

This Sublicense Agreement is revocable based on Customer breach, and Kronos or BSI shall be entitled to injunctive relief, upon the breach of any material term, condition or obligation set forth therein.

Notwithstanding anything to the contrary set forth herein, the parties agree that Customer may allow its Affiliates to access and use the On-Demand Service(s) to be provided hereunder, solely for the internal business purposes of processing, reporting and filing Customer’s and its Affiliates’ data and for no other purpose whatsoever; provided that each such Affiliate is contractually bound by the terms and conditions of this Agreement and Customer ensures that each such Affiliate complies therewith. Customer assumes full responsibility and liability for any actions or omissions on the part of its Affiliates. Moreover, Customer agrees to defend, indemnify and hold Kronos and its third party licensor, BSI, harmless from any claims, losses, actions or damages relating to or arising from the use of the On-Demand Service(s) by such Affiliates.

2. Term and Termination. The Services shall be deemed to start on the earlier of: a) ninety (90) days from Kronos’ receipt of the relevant Order Form; or, b) the date Customer is authorized to “go live” with the Services for production purposes, (the “Start Date”) and shall continue for a minimum of one (1) year and shall be automatically renewable except in the event that either party provides written notice of non-renewal within sixty (60) days of the anniversary date of the present term. This Agreement is coterminous with, and will automatically terminate upon, the termination or expiration for any reason of, the license granted to Customer to access and use the Software. Kronos may suspend or terminate the Services or the Agreement upon a material breach of the Agreement by the Customer if such breach is not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend or terminate the Services or the Agreement immediately upon notice in the event of any Customer breach of Sections 1, 4, 8-10 of this Agreement. In the event that either party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, files a petition seeking reorganization, the other party may request adequate assurances of future performance. Failure to comply with such request within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the other.

If the Agreement is terminated for any reason:
(a) Customer shall pay Kronos within thirty (30) days all fees accrued for the Services prior to the date of termination; (b) Customer’s right to access and use the Services shall be revoked and be of no further force or effect; (c) Within fifteen (15) days of termination Customer will retrieve Customer’s historical data in accordance with previously established system access procedures and applicable state and federal laws.

After such time period, Kronos shall have no further obligation to store and/or make available Customer’s historical data and may delete same. If Customer requires additional data conversion services from Kronos,

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these services may be contracted from Kronos at Kronos’ then published rates. (d) Customer agrees to timely return all Kronos-provided materials related to the Services to Kronos at Customer’s expense or, alternatively, upon prior written approval of Kronos, provide Kronos with an officer’s certification of the destruction thereof; and (e) all provisions in the Agreement, which by their nature are intended to survive termination, shall so survive.

3. Fees. In consideration of the delivery of the Services, Customer shall pay Kronos the Monthly Service Fees, the Training Fees and any additional one time or recurring fees relating to the On-Demand Services as set forth on the Order Form. All fees payable for the Services shall be sent to the attention of Kronos as specified on the invoice. Unless otherwise indicated on an Order Form, payment for all items shall be due 30 days following date of invoice. Except as expressly set forth in this Agreement, all amounts paid to Kronos are non-refundable. Customer is responsible for all applicable federal, state, country, provincial or local taxes relating to the Services (including without limitation GST and/or VAT if applicable), excluding taxes based on Kronos’ income or business privilege. If any amount owing under this or any other agreement for Services is thirty (30) or more days overdue, Kronos may, without limiting Kronos’ rights or remedies, suspend Services until such amounts are paid in full. Kronos will provide at least seven (7) days’ prior written notice that Customer’s account is overdue before suspending Services. After the later of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, Kronos may change the Monthly Service Fee rates no more frequently than once per calendar year by notifying Customer in writing at least sixty (60) days prior to the effective date of such rate increase.

4. Sublicense Restrictions. Customer acknowledges and agrees that the right to use the On-Demand Service(s) is limited based upon the amount of the Monthly Service Fees paid by Customer. Customer agrees to use only the modules and/or features for the number of Authorized Users as described on the Order Form. Customer may not license, relicense or sublicense the On-Demand Services, or otherwise permit use of the On-Demand Services (including timesharing or networking use) by any third party.

Customer may not provide service bureau or other data processing services that make use of the Services without the express prior written consent of Kronos. No license, right, or interest in any Kronos trademark, trade name, or service mark, or those of Kronos’ licensors or Suppliers, is granted hereunder.

Customer may only allow its Authorized Users to access and use the On-Demand Service(s) in conjunction with Kronos’ Software and only for Customer’s internal business purposes of processing, reporting and filing Customer’s data and for no other purpose whatsoever. Customer acknowledges and agrees that Kronos or BSI may suspend access to an On-Demand Service, at any time, if Kronos or BSI believes (a) the use of same represents a threat to BSI’s or its third party providers’ network function or integrity; (b) for online service maintenance; (c) for non-payment; or (d) if required by law.

5. Customer Data. Customer shall own all Customer Data and posts or other inputs into the On-Demand Services by Customer or others acting on behalf of or through Customer. Kronos acknowledges that all of the Customer Content is deemed to be the Confidential Information of Customer. Notwithstanding the foregoing, Customer hereby grants Kronos and BSI and those third party providers used by Kronos or BSI in the provision of the On-Demand Services, the non-exclusive, worldwide right to access, use, copy, transmit, process and display Customer Data, solely to facilitate the provision, operation and support of an On-Demand Service. Customer acknowledges and agrees that Customer Data may be transferred for such purposes outside of the country or other jurisdiction where such Customer is located.

6. Customer Obligations. Customer accepts sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. Customer shall provide and maintain its own

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Internet access and all necessary telecommunications equipment, software and other materials at its location necessary to access and use an On-Demand Service.

7. Kronos Obligations. Kronos shall use commercially reasonable, industry standard, efforts to make each On-Demand Service available and accessible to Authorized Users of a Customer and, provided Customer adheres to the support procedures described in Exhibit 1 hereto, apply any maintenance support to an OnDemand Service (including but not limited to updates and changes) at no charge to Customer as such maintenance support is made available by BSI to Kronos. Customer agrees that Kronos may install such updates automatically as part of the On-Demand Service. Customer acknowledges and agrees that from time to time an On-Demand Service may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades (“Scheduled Downtime”), malfunctions in an On-Demand Service and causes beyond the control of, or not reasonably foreseeable by, BSI or its third party providers, including acts of God, acts of government, acts of terror, strikes or other labor problems, the interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”). BSI shall provide at least twenty-four (24) hours advance notice to customer and Customers in the event of any Scheduled Downtime. Training shall be available for Customers’ Authorized Users in the capabilities and use of the On-Demand Service(s) based on BSI's then current rates and terms therefor. Confidentiality. Each Party acknowledges that it may have access to, or receive, information or material of the other, related to, among other things, such Party’s business, products, support or services, that is (i) confidential or proprietary or of value to such other Party; or (ii) a trade secret of such Party, deriving economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use (collectively “Proprietary Information”). BSI’s Proprietary Information includes, but is not limited to, its documentation, formulas, methods, know-how, processes, designs, products, proposed products, training methodology, training materials, information disclosed during training, services, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the On-Demand Services, the Access Protocols, Support, Vendor Support, information located in the secured portions of BSI’s website, the terms and pricing under this Agreement and all information related to the foregoing. Except as otherwise provided herein, each Party covenants that it will not reveal, disclose, or make available, in any manner or form, any portion of the other Party’s Proprietary Information, or any information related thereto, to any person, other than its employees, agents, contractors and advisors, but only if (i) such disclosure is on a need-to-know and confidential basis; and (ii) the recipient of such disclosure is (a) not a Direct Competitor of the other Party; and (b) is located in the United States of America. In connection with the foregoing, each Party shall ensure, via lawfully binding written contract, that any person to whom it is permitted to disclose, reveal, deliver, assign or transfer any portion of the other Party’s Proprietary Information agrees to obligations of confidentiality, nondisclosure and limitations on use, which are consistent with, and no less protective than, those set forth herein, and each Party agrees to be responsible to the other for any breach of said obligations by the recipient of such Party’s disclosure. The foregoing obligations will not apply if and to the extent that: (i) the information was already known to the non-disclosing Party (“Recipient”), without obligation to keep it confidential, as evidenced by such Party’s own written records created prior to its receipt of the information from the disclosing Party (“Owner”); (ii) the information was received by Recipient in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (iii) the information is independently developed by Recipient without use of any Proprietary Information received from Owner; (iv) the information was or becomes publicly known other than by a breach of this Agreement or other action by Recipient; (v) the information was approved for disclosure by written agreement of the Parties after its disclosure to Recipient; or (vi) the information is disclosed by Recipient pursuant to a requirement of a governmental

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agency or by operation of law, but only if Recipient has first exhausted all reasonable legal remedies for maintaining the confidentiality and non-disclosure of such information, which will include giving Owner as much advance notice of the possibility of such disclosure as practical so that the Owner may also attempt to stop such disclosure or obtain a protective order concerning such disclosure. If such a protective order or other remedy for maintaining the confidentiality of Owner’s Proprietary Information is not obtained, or if Owner waives compliance with the provisions hereof, Recipient agrees to disclose only that portion of Owner’s Proprietary Information which Recipient is advised by opinion of legal counsel is legally required to be disclosed.

8. Customer Representations and Warranties. Customer represents and warrants that it shall not: (i) make an On-Demand Service available to anyone other than an Authorized User; (ii) license, sell, rent, lease, transfer, assign, distribute, host, outsource, or otherwise commercially exploit, an On-Demand Service; (iii) use an On-Demand Service in a manner that could harm or impair another’s use of, or in an attempt to gain unauthorized access to, any service, data, account or network; (iv) use any automated process or service to access or use an On-Demand Service, such as a BOT, spider or periodic caching of information stored by BSI, or falsify any e-mail header information when using an On-Demand Service; (v) remove, modify or tamper with any regulatory or legal notice or link that is incorporated into an On-Demand Service; (vi) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of an On-Demand Service or access or use an On-Demand Service in order to directly or indirectly support, maintain, enhance, improve, modify or develop a similar or competitive product, service or offering; (vii) copy, reproduce, republish, download, post or transmit, by any form or means, any part of an On-Demand Service; (viii) access, read, view, extract, add to, delete, mine or modify any data made available by BSI and set forth in any database contained in an On-Demand Service; (ix) transmit, re-transmit or store materials on or through an On-Demand Service that are harmful to any portion of such On-Demand Service or in violation of any applicable laws or regulations, including, without limitation, laws relating to infringement of intellectual property and the proprietary rights of others; (x) utilize less than industry standard security measures, including, at a minimum, and, without limitation, maintenance of firewalls, intrusion prevention systems and other standard technological protections, to restrict any person other than an Authorized User from accessing an On-Demand Service; or (xi) fail to comply with any applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of an OnDemand Service, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which the OnDemand Service is controlled, operated or provided.

9. Infringement. If a third party makes a claim against Customer that an On-Demand Service directly infringes any United States patent or copyright or trademark (“IP Claim”), Kronos will defend Customer against the IP Claim and pay any and all costs, damages and expenses (including reasonable legal fees) finally awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement agreement signed by BSI directly arising out of such IP Claim; provided that: (i) Customer promptly asserts a claim or demand in writing for defense and indemnification to Kronos no later than ten (10) days after Customer’s receipt of notification of a potential claim; (ii) Kronos may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer provides Kronos with the assistance, information and authority necessary to defend, respond, investigate and/or resolve such claim. However, to the extent that an IP Claim arises from Kronos’ or BSI’s adherence to Customer’s express instructions or from any materials provided to Kronos or BSI by Customer, Customer shall indemnify and defend Kronos against any and all losses, damages, liabilities, fines, penalties, and expenses (including reasonable legal fees) resulting directly therefrom. Notwithstanding the foregoing, neither Kronos nor BSI will have any

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liability for any claim of infringement based on the combination of an On-Demand Service (or any part thereof) with products, systems or services not provided by Kronos or BSI; the modification of an OnDemand Service (or any part thereof) by any person other than Kronos or BSI or, even if by Kronos or BSI, in order to comply with or base them upon: (1) designs provided by or at the direction of Customer; or (2) specifications or other information provided by or at the direction of Customer; or use of an On-Demand Service (or any part thereof) in a manner not permitted or contemplated hereunder or in contravention of any law, rule or regulation or any obligation of Customer to Kronos. If, due to an IP Claim or the threat of an IP Claim, (i) an On-Demand Service (or part thereof) is held by a court of competent jurisdiction, or in Kronos’ reasonable judgment may be held, to infringe by such a court, or (ii) Customer receives a valid court order enjoining Customer from using any part of an On-Demand Service, or in Kronos’ reasonable judgment Customer may receive such an order, Kronos will, in its reasonable judgment, and at its expense, (a) procure for Customer the right to continue using such On-Demand Service (or part thereof) or (b) replace or modify such On-Demand Service (or part thereof) to make it noninfringing while yielding substantially equivalent results. If neither of the above options are or would be available on a basis that Kronos believes to be commercially reasonable, then Kronos may terminate this Agreement. This Section states Kronos’ entire liability and Customer’s exclusive remedy for any claim of infringement.

Customer shall defend Kronos, its Suppliers and their respective directors, officers, employees, agents and independent contractors (collectively, the “Kronos Indemnified Parties”) harmless, from and against any and all Claims arising out of: (a) Customer’s use of the Services or that of Customer’s employees, agents or subcontractors or others who have access to the Services; (b) Customer’s modification or combination of the Services with other services, software or equipment not furnished by Kronos, provided that such Customer modification or combination is the cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of any third party, or any of the Customer Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates any person’s right of publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or harm to any other person. Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise. Kronos will cooperate fully at Customer’s expense with Customer in the defense, settlement or compromise of any such action. Customer will indemnify and hold harmless the Kronos Indemnified Parties against any liabilities, obligations, costs or expenses (including without limitation reasonable attorneys’ fees) actually awarded to a third party as a result of such Claims by a court of applicable jurisdiction or as a result of Customer’s settlement of such a Claim.

10. Representations, Warranties & Indemnity. Kronos warrants that it (i) has the power and authority to enter into this Agreement; (ii) will provide the On-Demand Service(s) in a manner consistent with generally accepted industry standards; (iii) will notify Customer promptly upon discovery of any unauthorized use, copying or disclosure of Customer Data and will reasonably cooperate with Customer in the investigation and prosecution of same; and (iv) each On-Demand Service, when Properly Interfaced, will perform substantially in accordance with its documentation under normal use. EXCEPT AS

OTHERWISE SET FORTH HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE ON-DEMAND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, CONTRACTUAL, STATUTORY OR OTHERWISE. THE IMPLIED WARRANTIES

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY OF SERVICE

AND NON-INFRINGEMENT, AND ALL SUCH OTHER WARRANTIES, ARE HEREBY EXPRESSLY DISCLAIMED BY KRONOS, BSI AND THEIR THIRD PARTY PROVIDERS. WITHOUT LIMITING THE

GENERALITY OF THE FOREGOING, KRONOS, BSI AND THEIR THIRD PARTY PROVIDERS DO NOT

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REPRESENT OR WARRANT THAT (I) THE OPERATION OR USE OF THE ON-DEMAND SERVICE(S) WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (II) THE ON-DEMAND SERVICE(S) WILL CONNECT, OR BE COMPATIBLE WITH, VENDOR’S OR CUSTOMERS’ SYSTEMS, NETWORK OR ENVIRONMENT; OR (III) THE ON-DEMAND SERVICE(S), OR THE SYSTEMS THAT MAKE THEM AVAILABLE, WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER

ACKNOWLEDGES THAT (A) KRONOS, BSI AND THEIR THIRD PARTY PROVIDERS CANNOT

CONTROL, OR GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY OR NON-CORRUPTION OF,

ANY INFORMATION TRANSMITTED THROUGH, OR STORED IN ANY SYSTEM CONNECTED TO, COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND (B) ACCESS TO THE ONDEMAND SERVICE(S) MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET. Upon breach of any warranty contained in this Section, (i) Customer’s sole and exclusive remedy will be to require Kronos to exercise commercially reasonable efforts to repair or replace the nonconforming portion of the On-Demand Service, and (ii) Kronos’ obligation will be limited to exercising commercially reasonable efforts to repair or replace the nonconforming portion of the On-Demand Service, or if Kronos fails to make such repair or replacement in a commercially reasonable time frame or such repair or replacement is commercially impracticable, then making an equitable refund of a portion of the fees paid by Customer with respect to the nonconforming portion of such On-Demand Service.

11. Limitation of Liability. Any other provision of this Agreement to the contrary notwithstanding, the aggregate and cumulative liability of Kronos, BSI and their third party providers for any losses or damage, whether direct or indirect, arising out of this Agreement from any cause whatsoever, including, without limitation, any cause of action sounding in contract, tort or strict liability, will be limited to actual, direct damages incurred, but in no event will exceed the total amount actually paid by Customer in the twelve (12) month period immediately preceding the event giving rise to such claim (the “Liability Cap”).

Neither Kronos, BSI nor any of their third party providers will be liable for lost profits or other consequential damages, cover damages, or for any claims against Customer by a Customer or any other third party, even if any such party was advised of the possibility of same. Under no circumstances will Kronos, BSI or any of their third party providers be liable hereunder for special damages, general damages, incidental damages, indirect damages, or exemplary or punitive damages. Anything in this Agreement to the contrary notwithstanding, Customer acknowledges and agrees that Customer will be solely responsible for the use and operation of the On-Demand Services and the use and accuracy of all output resulting from such use or operation (including, without limitation, the accuracy of taxes located by the On-Demand Services, and the timeliness and accuracy of all tax calculations, payments, filings and reports, except to the extent directly caused by detectable defects or errors in the On-Demand Service that were not the result of inaccurate information or data provided by an authority, agency, governing body or other similar organization; provided that Customer provided written notice to Kronos of the existence of such defect(s) and/or error(s) immediately upon discovery thereof and Customer reasonably cooperated with Kronos and BSI in the resolution thereof) (hereafter, “Defects or Errors”). Notwithstanding anything to the contrary stated herein, Kronos, BSI and their third party providers will have no liability to Customer or any third party, regardless of the cause thereof, for any errors or delays in the output of an On-Demand Service (including, without limitation, errors or delays in located taxes, calculations, payments, filings or reports, or liability to taxing authorities or the employees of Customer for underpayments or nonpayments, interest or penalties).

12. Definitions. The following terms used in this Sublicense Agreement are to be defined as follows:
“Affiliates” means (i) all business units and divisions of Customer and (ii) any entity controlled by, controlling, or under common control with Customer; where “controlled”, “controlling” and “control” mean

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the ownership of at least fifty percent (50%) of the voting securities in an entity. An entity will be deemed to be an “Affiliate” only so long as such control exists. Upon request, Customer agrees to confirm the Affiliate status of a particular entity. Authorized User(s)” means those employees of Customer or an Affiliate of Customer who have a legitimate internal business need to access, use, or know information concerning, an On-Demand Service who are bound, through written contract, to obligations of confidentiality, nondisclosure and limitations on use, which are consistent with, and no less protective than, those set forth in this Agreement. “Customer Data” means any personally identifiable data, such as an address, record or telephone number, provided by a Customer or an Affiliate of Customer for use in, or to facilitate the performance of, an On-Demand Service. “On-Demand Service” means (i) a service sublicensed hereunder as made available by BSI to Kronos, including any subsequent releases thereof; (ii) any tools, files, software or other offline components made available by BSI in connection therewith to, when properly installed, facilitate the connection or use of an On-Demand Service; and (iii) any documentation related to the foregoing.

13. General. This Agreement shall be governed by Massachusetts law. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of the Agreement. The invalidity or illegality of any provision of the Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect. Customer shall not assign the Agreement or the license to the Services without the prior written consent of Kronos and any purported assignment, without such consent, shall be void. Neither party shall be liable for failures or delays in performance due to causes beyond its reasonable control, including war, strikes, lockouts, fire, flood, storm or other acts of God. Both parties agree to use their best efforts to minimize the effects of such failures or delays. All notices given under the Agreement shall be in writing and sent postage pre-paid, if to Kronos, to the Kronos address on the Order Form, or if to Customer, to the billing address on the Order Form. No action, regardless of form, may be brought by either party more than two (2) years after the cause of action has arisen. Customer acknowledges and agrees that to the extent a remedy is provided under this Agreement, then Customer will be limited to such remedy. Use of the Service includes the ability to enter into agreements and/or to make transactions electronically. CUSTOMER ACKNOWLEDGES THAT WHEN

IT INDICATES ACCEPTANCE OF AN AGREEMENT AND/OR TRANSACTION ELECTRONICALLY, THAT

ACCEPTANCE WILL CONSTITUTE ITS LEGAL AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. THIS ACKNOWLEDGEMENT THAT

CUSTOMER INTENDS TO BE BOUND BY SUCH ELECTRONIC ACCEPTANCE APPLIES TO ALL

AGREEMENTS AND TRANSACTIONS CUSTOMER ENTERS INTO THROUGH THE SERVICE, SUCH AS ORDERS, CONTRACTS, STATEMENTS OF WORK, AND NOTICES OF CANCELLATION. This Agreement , together with the applicable Order Form, constitute the entire agreement between the parties for the Services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of the Agreement.

This Agreement may be amended only in writing signed by authorized representatives of both parties.

Customer:

By:___________________________
Name:________________________
Title:__________________________
Dated: ________________________

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EXHIBIT 1 -SUPPORT SERVICE PROCEDURES
Customer shall cooperate with Kronos in connection with any support requests or support services rendered on its behalf. Without limiting the generality of the foregoing, Customer shall provide on a timely basis any information reasonably requested by Kronos in connection with providing the support services, including but not limited to the following information:

Name of the Customer
Name, phone/fax number and e-mail address of the person reporting the Case Case Priority
Description of impact to Customer
Problem description (input, output received and output expected, plus any prior actions leading to the final input)
Description of initial problem analysis performed by Customer Case number in Customer’s call/problem tracking system
Provide the following attachments:

Trace information, dumps, test results
System to system message analysis
Technical Notes sent to the Customer

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127 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
BSI End User License Agreement (UKG Ready)

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End User License Agreement for BSI On-Demand Service

1. Sublicense. Subject to the terms and conditions of this End User License Agreement, Kronos SaaShr, Inc. (“Kronos SaaShr") grants Customer the non-exclusive and non-transferrable right to access and use the On-Demand Service(s) set forth on the applicable Order Form, as made available to Kronos SaaShr through its third party licensor Business Software, Inc. (“BSI”), in conjunction with Customer’s licensed use of Kronos SaaShr’s software (“Software”). This Sublicense includes Customer’s right to use all applicable user documentation made available to Kronos SaaShr by BSI for such On-Demand Service(s). Customer acknowledges and agrees that BSI is the exclusive provider of the On-Demand Service(s) and is a third party beneficiary of this Sublicense Agreement. Customer agrees that Kronos SaaShr or BSI may directly enforce all such terms and conditions herein against Customer as if Customer had entered into such Sublicense Agreement with BSI. This Sublicense Agreement is revocable based on Customer breach, and Kronos SaaShr or BSI shall be entitled to injunctive relief, upon the breach of any material term, condition or obligation set forth therein.

Notwithstanding anything to the contrary set forth herein, the parties agree that Customer may allow its Affiliates to access and use the On-Demand Service(s) to be provided hereunder, solely for the internal business purposes of processing, reporting and filing Customer’s and its Affiliates’ data and for no other purpose whatsoever; provided that each such Affiliate is contractually bound by the terms and conditions of this Agreement and Customer ensures that each such Affiliate complies therewith. Customer assumes full responsibility and liability for any actions or omissions on the part of its Affiliates. Moreover, Customer agrees to defend, indemnify and hold Kronos SaaShr and its third party licensor, BSI, harmless from any claims, losses, actions or damages relating to or arising from the use of the On-Demand Service(s) by such Affiliates.

2. Term and Termination. The Services shall be deemed to start on the earlier of: a) ninety (90) days from Kronos SaaShr’s receipt of the relevant Order Form; or, b) the date Customer is authorized to “go live” with the Services for production purposes, (the “Start Date”) and shall continue for a minimum of one (1) year and shall be automatically renewable except in the event that either party provides written notice of non-renewal within sixty (60) days of the anniversary date of the present term. This Agreement is coterminous with, and will automatically terminate upon, the termination or expiration for any reason of, the license granted to Customer to access and use the Software. Kronos SaaShr may suspend or terminate the Services or the Agreement upon a material breach of the Agreement by the Customer if such breach is not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos SaaShr may suspend or terminate the Services or the Agreement immediately upon notice in the event of any Customer breach of Sections 1, 4, 8-10 of this Agreement. In the event that either party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, files a petition seeking reorganization, the other party may request adequate assurances of future performance. Failure to comply with such request within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the other.

If the Agreement is terminated for any reason:
(a) Customer shall pay Kronos SaaShr within thirty (30) days all fees accrued for the Services prior to the date of termination; (b) Customer’s right to access and use the Services shall be revoked and be of no further force or effect; (c) Within fifteen (15) days of termination Customer will retrieve Customer’s historical data in accordance with previously established system access procedures and applicable state and federal laws.

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After such time period, Kronos SaaShr shall have no further obligation to store and/or make available Customer’s historical data and may delete same. If Customer requires additional data conversion services from Kronos SaaShr, these services may be contracted from Kronos SaaShr at Kronos SaaShr’s then published rates. (d) Customer agrees to timely return all Kronos SaaShr-provided materials related to the Services to Kronos SaaShr at Customer’s expense or, alternatively, upon prior written approval of Kronos SaaShr, provide Kronos SaaShr with an officer’s certification of the destruction thereof; and (e) all provisions in the Agreement, which by their nature are intended to survive termination, shall so survive.

3. Fees. In consideration of the delivery of the Services, Customer shall pay Kronos SaaShr the Monthly Service Fees, the Training Fees and any additional one time or recurring fees relating to the On-Demand Services as set forth on the Order Form. All fees payable for the Services shall be sent to the attention of Kronos SaaShr as specified on the invoice. Unless otherwise indicated on an Order Form, payment for all items shall be due 30 days following date of invoice. Except as expressly set forth in this Agreement, all amounts paid to Kronos SaaShr are non-refundable. Customer is responsible for all applicable federal, state, country, provincial or local taxes relating to the Services (including without limitation GST and/or VAT if applicable), excluding taxes based on Kronos SaaShr’s income or business privilege. If any amount owing under this or any other agreement for Services is thirty (30) or more days overdue, Kronos SaaShr may, without limiting Kronos SaaShr’s rights or remedies, suspend Services until such amounts are paid in full.

Kronos SaaShr will provide at least seven (7) days’ prior written notice that Customer’s account is overdue before suspending Services. After the later of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, Kronos SaaShr may change the Monthly Service Fee rates no more frequently than once per calendar year by notifying Customer in writing at least sixty (60) days prior to the effective date of such rate increase.

4. Sublicense Restrictions. Customer acknowledges and agrees that the right to use the On-Demand Service(s) is limited based upon the amount of the Monthly Service Fees paid by Customer. Customer agrees to use only the modules and/or features for the number of Authorized Users as described on the Order Form.

Customer may not license, relicense or sublicense the On-Demand Services, or otherwise permit use of the On-Demand Services (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Services without the express prior written consent of Kronos SaaShr. No license, right, or interest in any Kronos SaaShr trademark, trade name, or service mark, or those of Kronos SaaShr’s licensors or Suppliers, is granted hereunder.

Customer may only allow its Authorized Users to access and use the On-Demand Service(s) in conjunction with Kronos SaaShr’s Software and only for Customer’s internal business purposes of processing, reporting and filing Customer’s data and for no other purpose whatsoever. Customer acknowledges and agrees that Kronos SaaShr or BSI may suspend access to an On-Demand Service, at any time, if Kronos SaaShr or BSI believes (a) the use of same represents a threat to BSI’s or its third party providers’ network function or integrity; (b) for online service maintenance; (c) for non-payment; or (d) if required by law.

5. Customer Data. Customer shall own all Customer Data and posts or other inputs into the On-Demand Services by Customer or others acting on behalf of or through Customer. Kronos SaaShr acknowledges that all of the Customer Content is deemed to be the Confidential Information of Customer. Notwithstanding the foregoing, Customer hereby grants Kronos SaaShr and BSI and those third party providers used by Kronos SaaShr or BSI in the provision of the On-Demand Services, the non-exclusive, worldwide right to access, use, copy, transmit, process and display Customer Data, solely to facilitate the provision, operation and support of an On-Demand Service. Customer acknowledges and agrees that Customer Data may be transferred for such purposes outside of the country or other jurisdiction where such Customer is located.