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.
Rev 01222018 2
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.
Rev 01222018 3
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 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 SaaShr Obligations. Kronos SaaShr 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 On-Demand 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 SaaShr. Customer agrees that Kronos SaaShr 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 Rev 01222018 4
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 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 On-Demand 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 On-Demand 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 SaaShr 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 SaaShr no later than ten (10) days after Customer’s receipt of notification of a potential claim; (ii) Kronos SaaShr may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer provides Kronos SaaShr 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 SaaShr’s or BSI’s adherence to Customer’s express instructions or from any materials provided to Kronos SaaShr or BSI by Customer, Rev 01222018 5
Customer shall indemnify and defend Kronos SaaShr against any and all losses, damages, liabilities, fines, penalties, and expenses (including reasonable legal fees) resulting directly therefrom. Notwithstanding the foregoing, neither Kronos SaaShr nor BSI will have any 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 SaaShr or BSI; the modification of an On-Demand Service (or any part thereof) by any person other than Kronos SaaShr or BSI or, even if by Kronos SaaShr 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 SaaShr. 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 SaaShr’s 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 SaaShr’s reasonable judgment Customer may receive such an order, Kronos SaaShr 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 SaaShr believes to be commercially reasonable, then Kronos SaaShr may terminate this Agreement. This Section states Kronos SaaShr’s entire liability and Customer’s exclusive remedy for any claim of infringement.
Customer shall defend Kronos SaaShr, its Suppliers and their respective directors, officers, employees, agents and independent contractors (collectively, the “Kronos SaaShr Indemnified Parties”) harmless, from and against any and all Claims alleging that: (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 SaaShr, provided that such Customer modification or combination is the cause of such infringement and was not authorized by Kronos SaaShr; 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 SaaShr 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 SaaShr 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 SaaShr 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 Rev 01222018 6
NON-INFRINGEMENT, AND ALL SUCH OTHER WARRANTIES, ARE HEREBY EXPRESSLY DISCLAIMED BY KRONOS SAASHR, BSI AND THEIR THIRD PARTY PROVIDERS. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, KRONOS SAASHR, BSI AND THEIR THIRD PARTY
PROVIDERS DO NOT 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 SAASHR, 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 ON-DEMAND 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 SaaShr to exercise commercially reasonable efforts to repair or replace the nonconforming portion of the On-Demand Service, and (ii) Kronos SaaShr’s obligation will be limited to exercising commercially reasonable efforts to repair or replace the nonconforming portion of the On-Demand Service, or if Kronos SaaShr 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 SaaShr, 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 SaaShr, 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 SaaShr, 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 SaaShr of the existence of such defect(s) and/or error(s) immediately upon discovery thereof and Customer reasonably cooperated with Kronos SaaShr and BSI in the resolution thereof) (hereafter, “Defects or Errors”). Notwithstanding anything to the contrary stated herein, Kronos SaaShr, 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).
Rev 01222018 7
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 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 SaaShr, 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 SaaShr 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 SaaShr, to the Kronos SaaShr 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: ________________________
Rev 01222018 8
EXHIBIT 1 -SUPPORT SERVICE PROCEDURES
Customer shall cooperate with Kronos SaaShr 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 SaaShr in connection with providing the support services, including but not limited to the following information:
1. Name of the Customer
2. Name, phone/fax number and e-mail address of the person reporting the Case
3. Case Priority
4. Description of impact to Customer
5. Problem description (input, output received and output expected, plus any prior actions
6. leading to the final input)
7. Description of initial problem analysis performed by Customer
8. Case number in Customer’s call/problem tracking system
9. Provide the following attachments:
10. Trace information, dumps, test results
11. System to system message analysis
12. Technical Notes sent to the Customer
128 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
Passport Addendum (UKG Pro Workforce Management)
01APR22
Passport Addendum
This is an Addendum to the INSERT APPLICABLE AGREEMENT NAME (the "Agreement" ) between INSERT APPLICABLE CUSTOMER LEGAL ENTITY NAME ("Customer'' ) and UKG Kronos Systems, LLC ("UKG").
Whereas:
A Customer and UKG entered into the Agreement to govern the delivery and other terms applicable to the products to be provided to Customer by UKG;
B By this Addendum, Customer and UKG wish to agree the supplemental terms under which certain products shall be provided to Customer by Passport Corporation; C As between UKG and Passport Corporation, UKG shall be responsible for invoicing Customer for the products to be provided to Customer by Passport Corporation.
The part ies hereby agree to amend the Agreement by inserting the following provisions:
1. If the Customer purchases any Passport Corporation products and/or services via UKG (the “ Passport Products”), the terms in this Addendum shall apply in respect of such products and/or services in addition to the terms of this Agreement (and in relation to any conflict or inconsistency in connection with such products and/or services, the terms of this Addendum shall prevail).
2. In connection with the delivery of the Passport Products:
2.1. all references in the Agreement to the applicable contracting UKG group entities shall be read as referring instead to Passport Corporation, save that
2.2. in connection with the payment terms applicable to the provided Passport Products, all references in the Agreement to the applicable contracting UKG group entity/ies shall remain as referring instead to the applicable contracting UKG group entity/ies.
3. Notwithstanding anything to the contrary in the Agreement:
3.1. Passport does not offer Seasonal Licences;
3.2. Passport does not offer any Equipment products or associated services;
3.3. Passport does not offer any Success Plans or associated services;
3.4. Passport does not offer any Educational Services, (incl uding KnowledgeMap products) with the exception of fee-based train -the-trainer webinars;
3.5. Passport does not utilize AtomSphere Service or Boomi Software;
3.6. Passport does not offer MPLS/Site -to-cloud SFTP connections;
3.7. Passport does not offer a Key Performance Indicator (KPI) Builder;
3.8. Passport application updates: Maintenance updates will be automatically applied as needed.
New software releases will be applied according to the schedule agreed with the Customer;
3.9. Passport application maintenance period: Customer will choose one of the following days of the week for their Maintenance Period: Saturday, Sunday, Wednesday or Thursday;
3.10. UKG will provide the first line of support services and the other support services relating to the Passport Product shall be provided by Passport Corporation directly as set forth in the SOW
3.11. Customer hereby acknowledges that installation services and other services will also be provide d directly by Passport Corporation
3.12. the sub -processors used in the delivery of the Passport Products shal l be as set out below (and not those referred to in section 5 of the Agreement):
01APR22
Category Common Name Legal Entity Data Processed Locations Processed Cloud Provider Expedient
Expedient, Inc.
1 Allegheny Square, Suite
600 Pittsburgh, PA 15212
May include all
customer data
Customer Data
Encrypted at rest
Cloud Provider Azure
Microsoft Corporation
One Microsoft Way
Redmond, Washington
Does not include
any customer data
Customer Data
Encrypted at rest
Email Delivery
Service Expedient
Expedient, Inc.
1 Allegheny Square, Suite
600 Pittsburgh, PA 15212
Emails notifications
from SaaS service
US Email delivery
system
At least 30 days before any new sub -processor will carry out proce ssing activities on Customer Data on behalf of Customer, Passport will provide Customer a notice of that change. Customer may object to any such new sub -processor by terminating Passport Products delivered under the Agreement upon written notice to UKG an d Passport, such written notice to be provided within 60 days of being informed of the engagement of the sub -processor. This termination right is Customer’s sole and exclusive remedy if Customer objects to any new sub -processor.
4. In connection with the delivery of the Passport Products, the Agreement shall be further modified as follows:
4.1. Section 10.2 Effects of Termination Item c shall be replaced with the following:
Customer’s right to use the Service will end as of the effectiv e date of termination.
Notwithstanding such termination, Customer will have thirty (30) days after the effective date of termination to request specific data from Passport or request a copy of their database which will allow the Customer to so extract Cust omer Data. If Customer requires a longer period of access to the Service after termination to retrieve Customer Data, such access will be subject to additional Fees. Extended access and use of the Services will be subject to the terms of this Agreement.
4.2. Sections 11.1 and 11.2 of Article 11 (Indemnification) shall be deleted (being instead addresse d separately in section 6 of this Addendum below).
4.3. Service Level Agreement
Reporting Claims Process
Passport will provide Customer with Availability metrics within one (1) business day upon customer request
4.4. Cloud Guidelines
Only one standard production tenant is included. Additional partial copy non -production tenants limite d to 18 months of data available for purchase on an annual basis.
KPIs are available upon request and subject to applicable fees.
All SFTP managed service account logins use public key authentication or username/password to secure files in transit.
Only a SOC 2 report is published by Passport. Complementary user entity control are available within the SOC report. Passport does not maintain ISO27001 and 27018 compliance certifications. Customer agrees not to upload payment card information, as the service is not certified for PCI DSS. Passport is HIPPA compliant and is permitted to store health information.
5. In connection with any alleged loss, failure or delay arising out of or in connection with the Passport Products (howsoever caused) UKG shall (at its option) use reasonable endeavours to: (i) recover applicable costs or losses directly from Passport Corporation on behalf of Customer, and pass any applicable recovered amounts to Customer; or (ii) assign to Customer such of UKG’s rights as may be
01APR22
necessar y to enable Customer to claim applicable costs or losses directly from Passport Corporation.
6. UKG represents to Customer that Passport has provided certain assurances to UKG customers in the following terms, and that UKG shall, following applicable notice from Customer, endeavour to enable Customer to benefit from such assurances as applicable.
3. Passport Indemnity for Customers
3.1. Pas sport will, on demand by UKG, defend any Cus tomer from and against any and all legal claims alleging that the permitted us es of the Pas s port s ervice, technology or applications infringe or misappropriate any legitimate copyright or patent. In all such cases, Passport will indemnify and hold harmless the Customer against any liabili ties, obligations, costs or expenses (including, without limitation, reasonable attorneys’ fees) actually awarded to a third party by a court of applicable jurisdiction as a result of s uch claim, or as a result of Passport’s s ettlement of such a claim. In the event that a final injunction is obtained against Customer’s use of the applicable Pas sport product(s) by reason of infringement or misappropriation of any s uch copyright or patent, or if in Pas sport’s opinion, the Service is likely to become the s ubj ect of a s uccessful claim of infringement or mis appropriation, Passport (at its option and expense) will use commercially reasonable efforts to either (a) procure for Customer the right to continue using the applicable Passport product(s) as provided in the Agreement, or (b) replace or modify the applicable Passport product(s) s o that they become non -infringing but remains s ubstantively s imilar to the affected product(s). Should neither (a) nor (b) be commercially reasonable, either Cus tomer or Pas sport ma y terminate the Passport Products delivered under the Agreement, at which time Pas sport will provide a refund to Cus tomer of the PEPM Fees paid by Cus tomer for the infringing elements of the product(s) covering the period of their unavailability.
3.2. Pas sport will have no liability to indemnify or defend a Cus tomer: (a) to the extent there has been a material delay in the demand by UKG following UKG having been notified of the applicable claim; or (b) to the extent the alleged infringement or misappropri ation is based on: (i) a modification of the applicable Passport product(s) undertaken by anyone other than Passport , or not undertaken at Passport’s direction and in accordance with s uch direction; (ii) use of the applicable Passport product(s) other tha n as authorized by this Agreement; or (iii) use of the applicable Passport product(s) in conjunction with any other equipment, service or s oftware not provided by Pas s port, where the applicable Passport product(s) would not otherwise infringe, mis appropriate or otherwise become the subject of the claim.
3.3. The parties agree that the limitations and exclusions of liability in the Reselling Agreement shall not apply to the indemnity provided by Passport in this s ection 3.
7. Customer hereby acknowledges that, for the products and services provided by Passport Corporation, UKG is hereby acting solely as a reseller and (save for UKG’s obligations in section 5 and/or 6 above (as applicable), and save for anything that cannot by applicable law be lawfully limited or excluded) disclaims any liability with respect to the products and servi ces that are provided by Passport Corporation unde r this Agreement. Customer shall indemnify, defend and hold harmless UKG for any losses, claims or damages, which arise from or relate to any breach or alleged breach of Passport Corporation's representatio ns and warranties made under the Agreement.
8. All other terms and conditions of the Agreement shall remain in full force and effect.
9. Passport Corporation shall be a third party beneficiary under the Agreement and this Addendum.
AGREED AND ACCEPTED
CUSTOMER
By: _____________________
Name: _____________________
Title: _____________________
Date: _____________________
UKG
By: _____________________
Name: _____________________
Title: _____________________
Date: _____________________
129 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
Passport Addendum (Workforce Central)
1 Rev 28APR22
Passport Addendum
for Workforce Central
This is an Addendum to the agreement governing the license of Workforce Central software applications whether on a perpetual license basis or in a software as a service model (the “Agreement”) between , having a principal place of business at (“Customer”) and from UKG Kronos Systems, LLC , a UKG Company or its affiliates (collectively “UKG”).
The parties hereby agree to amend the Agreement by inserting the following provisions:
1. In addition to the terms of this Agreement, should the Customer purchase and order Passport Corporation Products and/or services, the following terms shall apply:
A. Notwithstanding the Support Service terms of the Agreement, UKG will provide the first line of support services and the other support services relating to the Passport Product shall be provided by Passport Corporation directly as set forth in the SOW. Customer hereby acknowledge that installation services and other services will also be provided directly by Passport Corporation.
2. For the products and services provided by Passport Corporation, UKG is hereby acting solely as a reseller and disclaims any liability with respect to the products and services that are provided by Passport Corporation under this Agreement. Customer shall indemnify, defend and hold harmless UKG for any losses, claims or damages, which arise from or rel ate to any breach or alleged breach of such Passport Corporation's representations and warranties made under this Agreement, provided that Customer is promptly notified of any such claims. Subject to the terms of this Section, Customer shall have the sole right to defend such claims at its own expense. UKG shall provide, at Customer's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request.
3. All other terms and conditions of the Agreement shall remain in full force and effect.
4. Passport Corporation shall be a third party beneficiary under this Agreement.
AGREED AND ACCEPTED
CUSTOMER
By:
Name:
Title:
Date:
UKG
By:
Name:
Title:
Date:
130 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 SMS Addendum
Rev 06012022
UKG WORKFORCE SMS ADDENDUM
This is an Addendum to the agreement governing the UKG scheduling product for which Customer is purchasing the UKG Workforce SMS service (i.e., the Workforce Central Software as a Service Terms and Conditions Agreement, UKG Sales Software License and Service Agreement, UKG Dimensions Agreement or Workforce Dimensions Agreement , as applicable) (the “Agreement”) between (“Customer”) and UKG Kronos Systems, LLC, a UKG Company (“UKG”).
The parties hereby agree that the following terms and conditions are s upplemental terms and conditions to the Agreement and are ap plicable to UKG Workforce SMS service (“Workforce SMS”):
Description. Workforce SMS is a subscription based service, provided solely for Customer’s internal use, by which: (i) Customer may notify employees who are permitted to use a UKG scheduling product, via mobile technology (SMS) of the existence of one or more available work shifts, and (ii) employees’ responses are tracked in order that Customer may fill those availab le work shifts more efficiently. Each exchanged message (notice, response, confirmation, denial) shall be considered an “Interaction.”
Implementation. To initiate and setup administration of the required mobile communications with the mobile carriers, UKG will perform the standard implementation of Workforce SMS, including configuration, as described in the statement of work signed by the Customer . Any additional professional services for non-standard implementation services will be subject to a separate Order Form or a separate statement of work mutually agreed upon by both parties, including any additional associated fees and expenses. UKG may, at its sole discretion, update and enhance the features available through Workforce SMS and applicable UKG scheduling product.
Payment. UKG will invoice Customer for the Workforce SMS implementation/configuration professional services fees set forth in the applicable statement of work and Order Form, pursuant to the payment terms set forth therein. UKG will invoice Customer for Workforce SMS usage based on the maximum number of Annual Interactions Customer has chosen to purchase (the “ Annual Interaction Usage Fee”). The Annual Interaction Usage Fee will cover Workforce SMS usage by managers and employees through and including the expiration of the twelve month annual usage term (the “Annual Use Term”), or until the maximum number of Interactions purchased by Customer has been used, whichever occurs first. The Annual Use Term shall begin upon Order execution.
If prior to the expiration of the Annual Use Term Customer has used the maximum number of Interactions covered by the Annual Interaction Usage Fee, UKG will charge the Customer for any excess Interactions used on a per Interaction basis (the “Excess Interaction Rate”). UKG will invoice Customer each month at the applicable Excess Interaction Rate for the remainder of the Annual Use Term for excess Interactions used and payment will be due within thirty (30) days of the date of such invoice. Workforce SMS volume purchase options and the method for calculating the applicable Annual Interaction Usage Fee and Excess Interaction charges are described more fully at:
http://www.kronos.com/Legal/Workforce-SMS-pricing
The Customer’s Annual Interaction Usage Fee for the Annual Use Term shall be set forth in the applicable Order Form. If Customer purchases additional Annual Interactions during the Annual Use Term, the Annual Use Term for such additional Annual Interactions will be for twelve months from the date of such Order execution.
Rev 06012022
Restrictions on Workforce SMS Services; Additional Responsibilities . Customer agrees that Workforce SMS has not been designed for, and may not be used as, a means to connect with country specific emergency services such as 911, E911, 000, 112 and 999. UKG shall have no liability for any delays, failures or unavailability of Workforce SMS due to transmission or other delays, errors or problems beyond UKG’s control, or any other interruptions caused by the mobile communications network and/or mobile devices. Customer acknowledges that Workforce SMS pricing quoted on the applicable Order For m covers Interactions occurring in or between the counties as listed in the Pricing URL list above and that additional fees may apply for Interactions in or between other countries. Unused Interactions expire at the end of the Annual Usage Term and are no t eligible for credit. Use of the Workforce SMS subscription service is subject to the terms set forth in the Agreement as well as the A cceptable Use Policy found at:
http://www.kronos.com/Legal/TwilioAUP and Customer agrees to defend, indemnify and hold harmless UKG, its employees agents and subcontractors from all loss, damage or injury that may result from Customer’s failure to abide by such Policy. Customer acknowl edges that communications occurring through Workforce SMS may be subject to standard mobile carrier policies or government regulatory requirements for mobile communications. UKG may discontinue Workforce SMS upon one hundred twenty (120) days prior written notice to Customer.
In the event of discontinuation during the initial or renewal Annual Use Term, UKG will refund or credit the Customer for the unused portion of the pre viously paid Annual Interaction Usage Fee.
Otherwise, Customer’s payment of professional services and/or Interaction usage fees shall be non- refundable.
Security for Workforce SMS: Workforce SMS service relies upon a third party hosted communication platform and interactions with worldwide telecommunications networks to deliver SMS messages not under the control of UKG. Accordingly, notwithstanding any other provision of the Agreement or this Addendum to the contrary, Customer understands and acknowledges the exclusive statement of the security and privacy provided is: UKG will undertake commercially reasonable measures to protect the security and privacy of data transmitted through the Workforce SMS service, however the security and privacy of such SMS data cannot be guaranteed in this global network involving many third parties.
Renewal and Termination. The initial Annual Use Term is twelve months. Upon the expiration of that twelve month period and upon each anniversary date thereafter, the term of this Addendum and the Annual Use Term shall automatically renew for an additional twelve month period unless Customer has provided forty-five (45) days prior written notice to UKG of its decision not to renew at the end of the then current term.
AGREED AND ACCEPTED
CUSTOMER: UKG:
By: By:
Name: Name:
Title: Title:
Date: Date:
131 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 EZCall Provider Scheduling Agreement
UKG E ZCall Provider Scheduling
Software as a Service (SaaS) Agreement
(“Customer”) and UKG Kronos Systems, LLC , a UKG company (“UKG”), agree that the terms and conditions set forth bel ow shall apply to the UKG supply of the SaaS offering based upon the UKG EZCall Provider Scheduling platform and as specified on a UKG Order Form expressly referencing the UKG EZCall agreement and signed by the parties . For purposes of this Agreement the term Customer shall also include its Affiliates.
1. DE FINITIONS
“Affiliate” means any corporation or other business entity that controls or is controlled by or is under common control with Customer excluding any entity that is a competitor of UKG and any entity located outside the United States and Canada. “Control” means ownershi p of at least fifty percent (50%) of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority.
“Agreement” means these terms and conditions , and any amendments thereto, and the Order Form(s). “Billing Start Date” means the date the billing of the Annual Service Fees commences as indicated on the applicable Order Form. The Billing Start Date of the Annual Service Fees for any Services ordered by Customer after th e date of this Agreement shall be the date the applicable Order Form is executed by UKG and Customer. “Confidential Information” means any non -public information of a party or its Suppliers relating to such entity’s business activities, financial affairs, technology, marketing or sales plans that is disclosed pursuant to this Agreement and reasonably should have been understood by the receiving party to be proprietary and confidential to the disclosing party or its Suppliers because of (i) legends or other markings, (ii) the circumstances of disclosure or (iii) the nature of the information itself. “Customer Content” means all content that Customer, or others acting on behalf of or through Customer, posts or otherwise inputs in the Services.
“Documentation” means technical publications published by UKG relating to the features, functionality and use of the Services. “Hosting E nvironment” means the cloud infrastructure and platform services provided by UKG’s Supplier for the hosting environment. “Initial Term” means the initial term of the Services as indicated on the Order Form. “Minimum Contract Value” means the Annual Service Fees to be invoiced for the Initial Term or a Renewal Term, as applicable. “Annual Service Fee(s)” means the annual fees for the Servi ces as described in an Order Form. “Order Form” means an order form mutually agreed upon by UKG and Customer setting forth the items ordered by Customer and to be provided by UKG and the fees to be paid by Customer. “Personally Identifiable Data” means information concerning individually identifiable employees of Customer that is protected against disclosure under applicable law or regulation.
“Policies” means the following policies of UKG’s Supplier and all restrictions described on the AWS Site, and an y other policy or terms referenced in or incorporated into this Agreement, as each may be updated from time to time. Policies do not include whitepa pers or other marketing materials referenced on the AWS Site.
“Acceptable Use Policy” means the Policy avai lable at http://aws.amazon.com/aup “Site Terms” means the terms of use available at http://aws.amazon.com/terms/ “Service Terms” means the rights and restrictions for p articular Supplier Services available at http://aws.amazon.com/serviceterms . Current Supplier Services include: Elastic Compute Cloud / EC2 (servers), Route 53 (DNS), Simple Email Service (Transactional Emails), Simple Storage Service / S3 (Static Content). “Trademark Use Guidelines” means the guidelines and license available at http://aws.amazon.com/trademark-guidelines/ “Privacy Policy” means the privacy policy available at http://aws.amazon.com/privacy “AWS Site” means the web site located at http://aws.amazon.com “Renewal Term” means the renewal term of the Services as indicated on the Order Form. “Services” means accessibility to the commercially available and applicable module (s) of the UKG EZCall software applications specified on the Order Form signed by Customer by means of access to the password protect ed customer area of a website owned or operated by UKG or its Supplier, and all such services, items and offerings accessed by Customer therein or provided by UKG in connection thereto.
“Supplier” means any contractor, subcontractor or licensor of UKG providing software, equipment and/or services to UKG which are incorporated into or otherwise related to the Services. “Term” means the Initial Term and any Renewal Terms thereafter.
2. SE RVICE S, HOSTING, IMPLEMENTATION AND SUPPORT
2.1 Ownership. The parties acknowledge that, as between UKG and Customer, UKG shall own all right, title and interest in and to the Services and all tangible or intangible works and materials developed by UKG in connection with the Services, including but not limited to systems, solutions, processes, formulae, designs, inventions, algorithms, documentation, computer source and/or object cod e. This Agreement does not transfer or convey to Customer or any third party, and Customer acknowledges that it does not have any right, title or interest in or to the foregoing, or any associated intellectual property rights, but only a limited license and right to u se the Services in accordance with this Agreement.
2.2 Services . UKG grants to Customer a limited, nonexclusive, no ntransferable, non -assignable, without right to sublicense, and revocable right to use for its internal business purposes, the Services, including without limitation the applicable UKG EZCall software application module(s) and all associated Documentation. The Services are limited to the number of users identified on the Order Form(s). Customer agrees not to increase the number of users unless and until Customer pays the applicable fee for such incr ease.
2.3 Hosting. The Services rely upon a Hosting E nvironment that is provided by UKG’s Supplier. Accordingly, notwithstanding any other provision of the Agreement to the contrary, Customer understands and acknowledges that the use of the Hosting Environme nt and the exclusive statement of the security pro tections provided for i) the Hosting Environment, and ii) all associated data, is found within the Privacy Policy and at the AWS Site. Without limiting the generality of the foregoing, Customer will adhere to all laws, rules and regulations applicable to Customer’s use of the Services, and is directed to the Policies, including those specifically defined above.
Customer agrees to defend, indemnify and hold harmless UKG, its employees, agents and subcontractors from all loss, damage or injury that may resu lt from Customer’s failure to abide by such Policies.
2.4 Implementation Services . UKG will provide the Implementation Services per a mutually agreed upon Statement of Work.
2.5 Support. Customer shall submit requests for support by e -mail using a customer support e -mail address provided by UKG. UKG agrees to respond to such requests for support, and provide reasonable resolution thereto, in a timely fashion (“Customer Ser vices”).
Customer Services shall include improvements, patches and upgrades to the Services, as such are generally made available to UKG’s customers. UKG may provide data conversion, data transfer services and other types of services at UKG’s then -current hourly fee s.
Remote end-user training and a training manual is provided at no additional charge. Additional onsite support is available upon request , subject to UKG’s then -current hourly fees and payment of actual expenses, including reasonable travel, meal and lo dging costs (if necessary).
3. CUSTOMER’S OBLIGATIONS.
3.1 Use of Services . Customer will not (a) sell, assign, transfer, or sublicense the Services, (b) cause or permit modification, disassembly, de -compilation, or reverse engineering of the Service s, (c) use the Services to provide time -sharing or service -bureau services, either for profit or not, (d) allow third -parties to access or use the Services, (e) copy or give copies of the Service to any other party including its parent, sister organization s, subsidiaries, or contractors except as permitted hereunder, (f) use, or allow the use of, the services in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regul atory or administrative organizations, (g) use the Service in any manner which could damage, disable, overburden, or impair UKG’s or UKG’s Supplier’s website or interfere with any other party’s use and enjoyment of the Service, (h) use the Service or any feature o f UKG’s or UKG’s Supplier’s we bsite or services to post, send or receive messages or material that are unrelated to the Services or which are damaging or defamatory, (i) upload files containing any virus, Trojan horse, worm, spyware, spam ware, malware, time bomb or similar code design ed to disrupt the operation of, permit unauthorized access to, erase or modify any aspect of the Service or any of UKG’sor its other customers’ data or (j) perform any security integrity review, penetration test, load test, denial of service simula tion or vulnerability scan, (k) use any tool designed to automatically emulate the actions of a human user (e.g., robots), or (l) develop or promote a product or offering similar in purpose to any UKG products and services.
3.2 Customer’s Account . Customer is r esponsible for all activities that occur under Customer’s account, regardless of whether the activities are undertaken by Customer, its employees or a third party (including Customer’s contractors or agents) and, excep t to the extent caused by UKG’s breach of this Agreement, UKG is not responsible for unauthorized access to Customer’s account. Customer will promptly contact UKG if Customer believes an unauthorized third party may be using Customer’s account or if Customer’s account information is los t or stolen.
3.3 Customer Content. Customer is solely responsible for the development, content, operation, maintenance, and use of the Customer Content. For example, Customer is solely responsible for: (a) compliance of Customer Content with the Policie s, and the law; (b) any claims relating to Customer Content; and (c) properly handling and processing notices sent to Customer (or any Customer affil iates) by any person claiming that Customer Content violates such person’s rights, including notices pursua nt to the Digital Millennium Copyright Act or any similar law.
4. DATA PRIVACY. UKG’s Supplier of the Hosting Environment participates in the safe harbor programs described in its Privacy Policy. Customer consents to UKG’s Supplier’s collection, use an d disclosure of information associated with the Service in accordance with the Privacy Policy, and to the processing and the transfer of Customer Content in the Services.
5. FE E S AND PAYME NT
5.1 Fees . Customer shall pay UKG the Setup Fees, the Annual S ervice Fees and any additional one time, set -up or recurring fees, all as defined on the Order Form. All payments and fees shall be due 30 days following date of invoice unless otherwise indicate d on an Order Form.
5.2 Setup Fee. The Setup Fees are one time fees that shall be invoiced as indicated on the applicable Order Form.
5.3 Annual Service Fees. Annual Service Fees commence on the Billing Start Date and are invoiced annually in advance. Support Services are included in the Annual Service Fee s.
5.4 Reconciliation at Renewal. For the three (3) month period prior to which UKG sends the renewal invoice for the Annual Service Fees, UKG will determine the number of Customer users actually using the Services, and Customer agrees to pay the Annual Service Fee for the following year in an amount equal to Customer’s then current per user fee for the maximum number of users who use d the Service during that three (3) month period.
5.5 Taxes. Customer is responsible for all applicable taxes relating to the goods and services provided by UKG hereunder (including without limitation GST and/or VAT if applicable), excluding taxes based on UKG’s income or business privilege. Except as expressly set forth in the Agreement, all amounts paid to UKG are non -refundable.
5.6 Increases. At the later of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, and at each annual anniversary of that date thereafter, UKG may increase the Annual Service Fee rates in an amount not to exceed four percent (4%). The increased Annual Service Fees will be reflected in the invoice following the effective date of such in crease without additional notice.
6. TE RM, SUSPE NSION, TE RMINATION AND TR ANSITION
6.1 Term . At the expiration of the Initial Term and each Renewal Term as applicable, the Services shall automatically renew for additional Renewal Terms until terminated in accordance with the provisions hereof.
6.2 Temporary Suspension. UKG may suspend Services immediately upon written notice to Customer if: (a) any amount owing under this Agreement is thirty (30) or more days overdue and UKG has provided Customer at le ast seven (7) days’ prior written notice that Customer’s account is overdue, or (b) Customer breaches a ny Policies.
6.3 Termination
(a) Customer may terminate the Services and this Agreement for convenience upon ninety (90) days prior written notice subje ct to Customer’s payment of the Minimum Contract Value. UKGmay terminate the Services and this Agreement to be effective at the expiration of the then current Term upon no less than sixty (60) days prior written notice. (b) Either party may terminate the Services and the Agreement upon a material breach of the Agreement by the other party if such breach is not cured within fifteen (15) days after receipt of written notice. (c) 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, or files a petition seeking reorganization, the other party may request adequate assurances of future performance. Failure to provide ade quate assurances, in the requesting party’s reasonable discretion, within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upo n written notice to the other party.
6.4 E ffect of Termination
(a) If the Agreement is terminated for any reason, Customer shall pay UKG within thirty (30) days of such termination, all fees accrued under this Agreement prior to the effective date of such termination, as well as the Minimum Contract Value. (b) Not withstanding the foregoing, if Customer terminates for an uncured breach of the Agreement by UKG, UKG shall refund Customer any pre -paid and unused fees for Services not delivered by UKG. (c) In addition, upon the effective date of termination or expirati on of this Agreement for any reason:
(i) Customer’s right to access and use the Services shall be revoked; (ii) No more than fifteen (15) days after termination , UKG will provide to Customer, at no charge to Customer, the Custom er Content in the format then in use for the Services . After such time period, UKG shall have no further obligation to store or make available the Customer Content and will securely delete any or all Customer Content without liability; (iii) Customer agrees to timely return all UKG-provided materials related to the Services to UKG at Customer’s expense or, alternatively, destroy such materials and provide UKG with an officer’s certification of the destruction thereof; and (iv) All provisions in the Agreement, which by their nature are intended to survive termination, shall so survive.
7. LIMITED WARRANTY; DISCLAIMERS OF WAR RANTY
7.1 UKG represents and warrants to Customer that the Services, under normal operation as specified in the Documentation and when used as authorized herei n, will perform substantially in accordance with such Documentation during the Term.
7.2 UKG’ sole obligation and Customer’s sole and exclusive remedy for any breach of the foregoing warranty is limited to UKG’s reasonable commercial efforts to correct th e non-conforming Services at no additional charge to Customer. In the event that UKG is unable to correct material deficiencies in the Services arising during the Warranty Period, after using UKG’s commercially reasonabl e efforts to do so, Customer shall b e entitled to terminate the then remaining Term of the Agreement as Customer’s sole and exclusive remedy. UKG’s obligations hereunder for breach of warranty are conditioned upon Customer notifying UKG of the deficiency in writing, and providing UKG with evidence of such deficiency to enable UKG to reproduce or verify the same.
7.3 EXCEPT AS PROVIDED FOR IN THIS SECTION 7, UKG HEREBY DISCLAIMS ALL WARRANTIES, CONDITION S,
GUARANTIES AND REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS OR IMPLIED, ST ATUTORY OR
OTHERWISE, ORAL OR IN WRITING, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING. THE SERVICES ARE NOT GU ARANTEED TO BE ERROR -FREE OR
UNINTERRUPTED OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CUSTOMER
CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED EXCEPT TO THE EXTENT PROHIBITED BY LAW. UKG MAKES NO WARRANTIES OR REPRESENTATIONS C ONCERNING THE COMPATIBILITY OF THE SERVICES NOR ANY RESULTS TO BE ACHIEVED THEREFROM.
8. INDEMNIFICATION
8.1 UKG shall defend Customer and its respective directors, officers, and employees (collectively, the “ Customer Indemnified Parties”), from and aga inst any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a “Claim”) alleging that the permitted uses of the Services infringe or misappropriate any United States or Canadian copyright or patent and will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs or exp enses (including without limitation reasonable attorneys’ fees) actually awarded to a third party as a result of such Claim by a co urt of applicable jurisdiction or as a result of UKG’s settlement of such a Claim. In the event that a final injunction is obtained against Customer’s use of the Services by reason of infringement or misappropriation of such copyright or patent, or if in UKG’s opinion, the Services are likely to become the subject of a successful claim of such infringement or misappropriation, UKG, at UKG’s option and expense, will use commercially reasonable efforts to (a) procure for Customer the right to continue using the Services as provided in the Agreement, (b) replace or modify the Services so that the Services become non -infringing but remain substantively similar to the affected Services, and if neither (a) or (b) is commercially feasible, to (c) terminate the Ag reement and the rights granted hereunder after provision of a refund to Customer of the Monthly Service Fees paid by Customer for the infringing elements of the Services co vering the period of their unavailability.
8.2 UKG shall have no liability to ind emnify or defend Customer to the extent the alleged infringement is based on: (a) a modification of the Services by anyone other than UKG; (b) use of the Services other than in accordance with the Documentation for such Service or as authorized by the Agr eement; (c) use of the Services in conjunction with any data, equipment, service or software not provided by UKG, where the Services would not otherwise itself be infringing or the subject of the claim; or (d) use of the Services by Customer other than in accordance with the terms of the Agreement.
8.3 Customer shall defend UKG, its Suppliers and their respective directors, officers, employees, agents and independent contractors (collectively, the “ UKG Indemnified Parties ”) harmless, from and against any and all Claims alleging that: (a) Customer’s modification or combination of the Services with other services, software or equipment not furnished by UKG, provided that such Customer modification or combination is the cause of such infringement and was no t authorized by UKG; or, (b) 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 mater ial or information that is obscene, defamatory, libelous, or slander ous 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 i ts settlement or compromise. UKG 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 UKG Indemnified Parties against any liabilities, obligati ons, 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 Clai m.
8.4 The Indemnified Party(ies) shall provide written notice to the indemnifying party promptly after receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in providing such notice, the purported indemnifying party shal l be relieved from providing such indemnity to the extent of the delay’s impact on the defense. The indemnifying party shall have sole con trol of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifyi ng party shall not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the pri or written consent of the other party. The Indemnified Parties shall cooperate fully, at the indemnifying party ’s request and expense, with the indemnifying party in the defense, settlement or compromise of any such action. The indemnified party may retain its own cou nsel at its own expense, subject to the indemnifying party’s rights above.
9. LIMITATION OF LIABILITY
9.1 EXCEPT FOR UKG’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF UKG OR UKG’S SUPPLIERS TO CUSTOMER AND/OR ANY THIRD PARTY IN CONNECTIO N
WITH THE AGREEMENT S HALL BE LIMITED TO D IRECT DAMAGES PROVEN BY CUSTOMER NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS R ECEIVED BY UKG FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IM MEDIATELY PRECEDING THE DATE IN WHICH SU CH CLAIM ARISES.
9.2 EXCEPT FOR UKG’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHA LL UKG OR UKG’S SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIA L,
PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAG ES OR FOR ANY LOST O R IMPUTED PROFITS OR
REVENUES, LOST DATA OR COST OF PROCUREME NT OF SUBSTITUTE SER VICES RESULTING FROM DELA YS,
NONDELIVERIES, MISDE LIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING F ROM OR RELA TED
TO THE SERVICES OR THE AGREEMENT, R EGARDLESS OF THE LEGAL THEORY UNDER WHIC H SUCH LIABILITY IS
ASSERTED, WHETHER BR EACH OF WARRANTY, IN DEMNIFICATION, NEGLI GENCE, STRICT LIABIL ITY OR
OTHERWISE, AND WHETH ER LIABILITY IS ASSE RTED IN CONTRACT, TO RT OR OTHERWISE, AND REGA RDLESS OF
WHETHER UKG OR SUPPLIER HAS BEE N ADVISED OF THE POS SIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE.
10. CONFIDENTIAL INFORMATION
10.1 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 parti es the other Party’s Confidential Information, or use it for any purpose not explicitly authorized herein, without the prior written consent of the other Party.
10.2 Notwithstanding the foregoing, a party may disclose Confidential Information to the ext ent 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 A greement and have executed a non -disclosure agreement with obligations at least as stringent as this Section 15, or (c) by law, 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 15, the other party shall have the right to seek injunctive rel ief from a court of competent jurisdiction.
10.3 This Agreement imposes no obligation upon either Party with respect to the other Party’s Confidential Information which the receiving Party can establish: (a) is or becomes generally known through no breac h of the Agreement by the receiving party, or (b) is already known or is independently developed by the receiving party without use of or reference to the Confidential Information.
11. GE NERAL
11.1 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of law provisions. The parties waive the application of the United Nations Commission on Internationa l Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of the Agreement and waive and “opt out” of the Uniform Computer Information Transactions Act (UCITA), or such other similar law.
11.2 The invalidity or illegality of any provision of the Agreement shall not affect the validity of any other provision. The part ies intend for the remaining unaffected provisions to remain in full force and effect.
11.3 Customer shall not assign the Agreem ent or the rights to use the Services without the prior written consent of UKG and any purported assignment, without such consent, shall be void.
11.4 Neither Party shall be responsible for any failure to perform or delay in performing any of its obligati ons 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 unforeseeabl e event beyond a party’s reasonable control, including but not limited to, acts of war; acts o f nature; earthquake; flood; embargo; riot; sabotage; labor shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failu re 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 t he responsibl e party’s failure to timely place orders therefor, or l ack of or delay in transportation.
11.5 All notices given under the 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.
11.6 No action rega rdless of form, may be brought by either party more than two (2) years after the cause of action has arisen.
11.7 The parties agree that if the Agreement is accepted by the parties and that acceptance is delivered via fax or electronically delivered via email or the internet it shall constitute a valid and enforceable agreement.
11.8 This Agreement and any information expressly incorporated by reference herein, 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 this Agreement. This Agreement may be amended only in writing signed by a uthorized representatives of both parties. Customer understands and acknowledges that while UKG may disclose to customers certain confidential information regarding general Service or product development direction, potential future Services, products or product enhancements under consideration, Customer is not entitled to any Services, 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 Services identified on an Order Form, nor any other future product in executing the Agreement.
DATED:
CUSTOMER: UKG
BY:______________________________ BY:
NAME:___________________________ NAME:___________________________
TITLE: ___________________________ TITLE: ___________________________
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APPENDIX 10 – SPD-SP044 TRADE SECRET AFFIDAVIT
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APPENDIX 11 – ADDENDUM ACKNOWLEDGEMENTS
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Cobb County Addendum #1
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APPENDIX 12 – UKG SUPPORTING ATTACHMENTS
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UKG Attachment 1 – UKG Product Overview
Ultimate Kronos Group (UKG) goes beyond traditional HCM software, offering an unparalleled solution that empowers participating agencies to boost employee experience, reduce manual processes, and stay compliant. Our comprehensive suite covers the entire employee lifecycle, from onboarding to retirement, encompassing human resources, payroll, and workforce management. UKG solutions excel in several key areas:
By combining these elements, UKG's Suite of Solutions helps participating agencies create a data-driven approach to building a positive work environment, fostering employee engagement, and achieving better business outcomes. UKG offers a best-of-breed solution that empowers participating agencies to efficiently support employees, reduce manual processes, and ensure compliance. Our hire-to-retire solutions, encompassing human resources, payroll, and workforce management functionalities, ensure maximum efficiency and empower your workforce.
Please see below for general product and functional overviews of UKG’s suite of HCM solutions:
• Human Resources
• Payroll
• HR Service Delivery
• Time
• Workforce Strategy Solutions
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Human Resources
Human Resources encompasses essential functions such as employee records, organizational data management, and analytics. It provides the framework for a participating agency to manage their workforce data efficiently, ensuring compliance with HR regulations, and supporting day-to-day HR operations. Employee and manager self-service connect employees to relevant information and resources they need to work more effectively.
• Human Resources (People Center) is designed to improve the work experience for HR, managers, and all employees. Here are some key features:
o Comprehensive Human Resources: UKG Human Resources tracks all HR-related information about employees, including personal details, employment history, performance reviews, benefits choices, and time and labor data. Additionally, this record may be used to store custom fields and dates, asset assignments, work related injury data, certifications, licenses, and more.
o Engage Employees: Employees have direct access to HR-related tools and data from any device. This improves productivity and engagement by providing timely information and access to self-service features.
o Timely Compliance Updates: UKG helps participating agencies stay compliant with employment and payroll regulations, making it easier to record essential information for government reporting and analysis in the United States and territories.
• Recruiting: UKG Recruiting streamlines the talent acquisition process by automating job postings, candidate sourcing, and applicant tracking. It enables HR teams to efficiently identify, assess, and communicate with potential hires to select the best-fit candidates. This not only saves time and reduces manual effort, but also ensures a more effective recruitment process, leading to better hires and improved team performance.
o Inviting Candidate Experience: The platform crafts an inviting candidate experience, making it easy for applicants to apply from any device while reflecting the participating agency’s brand and culture. This seamless process encourages engagement and trust from the very first interaction but also makes the audience feel the ease of use and convenience, ensuring a comfortable and stress-free application process that reflects the participating agency’s culture.
o Streamlined Talent Processes: UKG Recruiting allows recruiters to keep pace with candidates at different stages within the recruiting pipeline. Intuitive talent analytics help continuously improve processes, ensuring efficient talent sourcing, tracking, and evaluation. Communications, including emails, collaborative interview scheduling, text messaging, and shared internal candidate evaluations and notes allow recruiters and hiring managers to stay in lock step during every phase of the recruitment process.
Integrations for background checks, assessments, and more provide peace of mind that the recruiting process remains compliant with agency policies. The creation and
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acceptance of offer letters is supported using branded templates, allowing the hiring team and candidate to have a fully electronic experience.
• Onboarding: Onboarding is a crucial part of the employee journey, and UKG's Onboarding tools play a significant role in creating a personalized and impactful connection for new hires. These modules simplify and automate the onboarding process, ensuring a smooth transition for new employees and rehires. HR teams can efficiently manage tasks such as collecting necessary documentation, completing compliance forms and custom agency documentation, and creating personalized welcome materials. With collaborative technologies, UKG Onboarding helps new hires connect to their agency in a way that is both personal and impactful, even before day one.
This not only enhances the employee experience but also boosts productivity and engagement.
• Position Control/Management: Offers several key features to help agencies efficiently manage position changes while maintaining compliance and providing insight into staffing to make informed decision-making. Here are some highlights:
o Reporting Hierarchy Structure: Establish a reporting hierarchy for positions that report to other positions.
o Managing Multiple Roles: Easily manage employees working in multiple roles or positions within a single location.
o Simplified Relationships: UKG simplifies relationships between jobs, positions, employees, and the overall organizational structure.
o Reduced Administrative Tasks: Position control/management tools reduce manual administrative HR tasks, eliminating the need for manual position data entry. o Real-Time Visibility: Gain real-time visibility into position data for better informed, in- the-moment management and planning.
o Compliance Mitigation: Align positions with necessary training and credentials to ensure adherence to federal, state, and local labor laws.
• Benefits: UKG Benefits simplifies the management of employee benefits programs. UKG Benefits allows administrators to manage new hire(s) and open enrollment, enable electronic submission and tracking of qualifying life events, calculate employee and employer contributions with effective dating, and provide self-service portals for employees to access and manage their benefit selections. This capability ensures accurate and efficient benefits management and supports employee well-being by helping them select the plan that fits their needs. Here are some key features:
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• Benefits Administrator Tools: allows participating agencies to configure the solution to support diverse benefit programs, automate processes, and engage employees. Advanced configuration capabilities allow flexible plan design and benefits calculations. Effective communication with employees during enrollment simplifies administration.
• Intuitive Enrollment Process: enables employees to view and select benefits options via an intuitive shopping experience. They can set filtering preferences, compare plans side by side, edit beneficiary and dependent information, and gain a holistic view of their options. Passive enrollment is supported to assist employees who wish to make limited or no changes to their benefit elections.
• Robust Reporting: Multiple configurable reports are available to track new hire and open enrollment progress and trends, provide point-in-time benefit census data, and ease the burden of carrier billing reconciliation.
• Affordable Care Act (ACA): UKG ACA simplifies Affordable Care Act compliance by streamlining the collection of employees’ hours, automating policies, and monitoring critical metrics. Here are some key features:
o Measurement Periods: UKG ACA tracks measurement, administration, and stability periods. This informing administrators as employees become eligible or lose eligibility. o Compliance Reporting: Intuitive year-end processes simplified with auto-population of 1095-C and 1094 forms with up-to-date codes maintained by UKG. 1095-C forms are made available to employees electronically and may also be printed.
• Performance Management: UKG Performance tools provide targeted growth opportunities to employees, with a continuous, collaborative performance management experience that also delivers actionable insights for keeping your talent engaged. With UKG’s employee performance management solution, you can assess individual or team performance, automate employee reviews, identify areas for improvement, and develop and retain top talent. Here are some highlights:
o Goal and Objective Setting: The module provides an organized framework for aligning the participating agency's core objectives with individual goals. Users can measure their own success, track progress, and adjust goals and competencies as needed to fit workforce requirements.
o Competency Assessment and Development: The platform assesses competencies and skills, helping employees develop and grow. It ensures alignment between individual capabilities and organizational needs.
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o Configurable Performance Reviews: UKG’s configurable templates allow administrators to determine the elements and workflow of a performance review for multiple groups:
Customize rating scales
Determine weights, averages, and final performance grade as desired Identify multiple review participants, including peer, manager, and administrative contributors.
o Incident Tracking: Disciplinary actions and incident reports may be tracked within the UKG solution, providing visibility to the full talent history of an employee. o Reporting and Analytics: Robust reporting tools allow HR professionals to gain insights into performance metrics, identify trends, enhancing transparency and accountability and make data-driven decisions.
• UKG Succession Planning supports creation and management of succession planning by tracking high-potential employees and succession plans for individuals and positions or jobs.
• Learning delivers and manages training and development programs. UKG Learning offers online courses, assessments, and certification tracking to enhance employee skills and knowledge. This capability ensures that employees have access to relevant courses, promoting professional development and tracking compliance. Here are some key features:
o Consumable, On-Demand Content: Learning delivers engaging content that employees can access when and where it’s convenient for them. This feature ensures that ongoing learning becomes an integral part of work.
o Tailored Learning Academy: Participating agencies can quickly deploy a training academy with their unique branding and configure the solution to meet specific business needs. Customization is essential for effective learning experiences. o Real-Time Insights: Learning provides real-time insights into employee progress and course completion. This visibility helps participating agencies track learning outcomes and adjust strategies as needed.
• Compensation allows participating agencies to create compensation plans, reward employees thoughtfully, and align individual contributions with business performance. Utilizing configurable merit matrices, UKG Compensation provides visibility into proposed salary changes and/or one-time payouts, allowing leadership to evaluate current and future compensation, compa-ratios, and performance rankings in one editable experience. Workflow of approvals moves these proposed changes through the appropriate channels, culminating in effective dated pay changes that streamline the compensation evaluation process through to payroll.
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Payroll
Using UKG’s automated payroll solution, you can streamline payroll processing to increase productivity, improve payroll accuracy, and gain greater control of your payroll processes – in house and on your schedule.
• Flexible Configuration: UKG solutions provide access to earning and deduction settings, allowing on-the-fly configuration and modification as needed. Multiple pay cycles are supported, allowing each employee group to be processed on the participating agency’s schedule. Off cycle and manual checks may also be issued as needed.
• AI-powered Recommendations: The platform offers advanced tools to enhance payroll management by proactively identifying and resolving errors. Prior payroll comparisons, variance reporting, and other proactive alerts allow payroll administrators to focus on anomalies rather than cross-checking each pay statement.
• Robust Reporting: Reporting is crucial to delivering accurate pay statements. UKG Payroll allows administrators real-time insights into their payroll data at every stage of the process, from initiation to post-payroll reporting. General ledger data is passed to the participating agency’s accounting system in the proper format and is also available for reporting within the UKG solution.
• Payment Services: UKG provides payment services to include check printing and mailing, direct deposit file submission, tax filing and fund disbursement, and wage attachment fund disbursement.
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HR Service Delivery
HR Service Delivery is a comprehensive solution that lets HR Teams execute a sophisticated strategy for people operations and document management.
• People Assist Knowledgebase: This employee self-service portal empowers employees to find answers to HR questions, access agency policies and handbooks, and search or browse through agency created Articles. This reduces the burden on HR for basic inquiries and allows employees to access information on their own schedule. Articles may be limited to a select audience, ensuring that employees only see information relevant to their role.
• People Assist: With People Assist, agencies can deploy an automated case management and knowledge management platform with support for complex business processes, while gaining critical operational insights.
o Knowledgebase: It provides employees with tailored guidance in the form of highly customized knowledge base articles and quick personalized customer service with self- service options. This employee self-service portal empowers employees to find answers to HR questions, access agency policies and handbooks, and search or browse through agency created Articles. This reduces the burden on HR for basic inquiries and allows employees to access information on their own schedule. Articles may be limited to a select audience, ensuring that employees only see information relevant to their role. o Process Automation: Create configurable processes to include assignable tasks, forms, and approvals. Use conditional workflows to automatically route items to appropriate parties, ensuring efficient and complete workforce processes.
• Document Manager: With Document Manager, participating agencies can deploy a sophisticated document management platform where they can manage certifications, licenses, forms, and media files across the workforce while complying with legal requests, government regulations, and data retention guidelines. It enables employees to acknowledge and sign documents while also delivering document management notifications and reminders. o Smart Document Generation: This automates the creation of personalized documents based on templates. Fill in the blanks with relevant data, and the system generates a polished document, saving HR time and ensuring consistency. o eSignature: This allows for electronic signatures on important documents. No more printing, signing, scanning, and emailing – get approvals quickly and securely online.
• HR Compliance Assist: This knowledge portal helps participating agencies navigate the complexities of HR data compliance on a global scale.
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Workforce Management
Workforce Management solution designed to optimize control over labor costs, manage leave, improve scheduling efficiency, and ensure they have the right people in the right place at the right time. Here's a breakdown of how UKG helps with each aspect.
• Time:
o Data Collection (Terminals): UKG offers devices that engage your employees with an easy-to-use interface. Our innovative timekeeping terminals capture time using an embedded card reader with one of many supported badge or card formats. Advanced technology supports touch-free convenience, and optional biometric authentication prevents time theft. The large, responsive capacitive touchscreen offers user-friendly self-service capabilities for employees to submit transfers, view schedules, submit requests and more.
o Timekeeping: UKG’s timekeeping solutions play a crucial role in workforce management by assisting participating agencies take care of your workforce. UKG tools that help you build a culture of belonging, provide guidance and offer autonomy while also fostering organizational adaptability. Our timekeeping solutions help customers:
o Engagement and Self-Service: Our tools enhance engagement and empower employees through self-service features.
o Accurate Time Tracking: Whether for hourly or salaried employees, UKG captures and calculates time with precision.
o Error Reduction: Automated time tracking helps flag exceptions and minimize payroll errors.
o Complex Pay Rules: Configurable parameters accommodate complex work environments, government policies, and union agreements. o Project and Labor Allocation: Allocate time to specific grants, projects, and labor categories. This includes monitor project-specific time spent by employees, helping with cost allocation, grant, and project budgeting.
o Regulatory Compliance: UKG ensures compliance with guidelines such as FLSA by adjusting pay rules, meal-break guidelines, and employee attestations. o Inclusivity: Our solutions meet WCAG 2.0 Level AA accessibility guidelines. o Overtime Management: Set alerts and controls to manage overtime costs and ensure compliance with labor laws.
o Fatigue Management: Real-time analytics allow participating agencies to gain visibility into fatigue patterns and data to help reduce burnout, avoid compliance violations, and increase productivity.
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• Absence Management:
o Absence Management: Absence Management is built to manage leave and attendance efficiently. It automates processes such as automating accrual policies, submitting and approving time off request, requesting a leave of absence, checking FMLA eligibility, and more. This solution helps participating agencies lower costs, maintain productivity, and stay compliant with labor laws and regulations. Here are its key features:
o Accruals Management: Accurately calculate and deduct paid time off based on your paid time off policies. Accrual balances are calculated in real-time and balances can be readily visible to employees using a timekeeping terminal, mobile device, tablet or computer. Takings are automatically calculated and rules such as taking limits are enforced through configurable policies. Leave Liability detail is always current because calculations are based on time worked and deducted as soon as they are entered and saved in the system.
o Attendance Management: Functionality designed to manage incidental absences and align to organizational policies and union collective bargaining agreements. Attendance Management in the UKG solution relieves administrative burdens, provides visibility to all stakeholders, and helps maintain compliance across the agency. Fair and consistent administration of your policies and CBAs ensures all employees are treated equitably.
Frontline supervisors receive notifications when employees have been excessively tardy, leaving early or developed patterns of absenteeism. Additionally, employees are recognized and actions taken to reward perfect attendance in accordance with your policies. Automation using the UKG solution removes discretion and subjectivity. o Leave Management: Assists customers required to meet compliance regulations associated with the administration of Federal, State and local policies running concurrently or consecutively with organizational programs. Ensure compliance by checking eligibility based on leave reasons and types, generating appropriate paperwork, and notifications to follow-up on documents that may be past due. Tracking of intermittent leave takings and notifications of excessive takings are automated for HR’s visibility and controls regarding excessive frequency and duration of leave. Accurate leave management ensures time is taken according to policies and employee rights are respected.
• Scheduling:
o Scheduling: UKG Scheduling provides participating agencies with efficient tools to manage employee schedules, optimize workforce allocation, and streamline staffing processes. Whether it’s creating shifts, handling shift swaps, or ensuring proper coverage, UKG Scheduling helps participating agencies maintain productivity and balance employee well-being. Here are some key features:
o Basic Scheduling: Create simple schedules for teams with predictable work patterns.
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o Scheduler: Build more complex schedules with features like skill-based scheduling, availability management, shift swapping, and conflict resolution. o Advanced Scheduling: Leverage AI and machine learning for optimized scheduling based on forecasts, historical data, and employee preferences. o Healthcare Scheduling: Manage complex scheduling needs specific to healthcare staffing, including on-call scheduling, skills-based matching, and shift swaps. o Public Safety Scheduling: Use the UKG rules-based solution assists in creating employee schedules that align qualifications, certifications, and availability with staffing demands while adhering to agency policies, labor agreements, and HR rules. Optimize the scheduling, communications, and deployment of public safety personnel and other critical resources. Features and benefits include:
Accurate roster and personnel scheduling: The UKG solution empowers participating agencies to prebuild schedules and rosters. Track employee certifications and qualifications. Automatically relay scheduling communications. You can also support different business and union rules for various departments, ensuring staffing decisions are always validated against rules.
o Overtime Management: Objective, rules-based assignment of overtime. Overtime positions are automatically assigned based on rules you configure. Employees are listed objectively in entitlement order, and all employee overtime activity is tracked for auditing purposes.
o Integrated communication: Scheduling and communication functionality is integrated in the UKG solution, thus eliminating manual phone calls and expediting scheduling. The right employees are contacted in the right order, and all communications are automatically tracked.
o Improved productivity: Automate position, shift and vacation bidding. Free supervisors and administrative personnel by ensuring fair and accurate auctions. Configurable queue bids or preference bids ensure you conform to applicable department policies and union rules.
o Improved emergency response: Identify and contact certified, qualified and available employees by phone, text and email for quick scheduling and deployment. Vacant positions are automatically filled. The UKG solution also tracks hours related to emergency response and prepopulates the built-in FEMA report for faster completion, submission and reimbursement.
• Activities:
o UKG Pro Workforce Management Activities is a powerful solution that addresses the challenges of tracking labor against activities. With a focus on people in everything it does, UKG’s Workforce Management Activities for participating agencies to gain real-
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time visibility into organizational data to power more intelligent decision making, optimize efficiency, increase employee productivity, and ultimately improve operational performance. Here’s how it benefits participating agencies:
Key Benefits for Managers:
Identify and deploy your most productive performers
Gain real-time visibility into items that are a work in progress Streamline operations by identifying and removing bottlenecks Quickly reallocate and optimize critical labor resources to meet production deadlines
Assess critical KPIs such as productivity, efficiency, and direct vs. indirect time
Simplify system interaction with the logical guided workflow for your people with pre-built templates
Develop accurate labor standards by understanding variances between actual and standard performance
Automate reconciliation of labor hours to payroll
Key Features of UKG Activities:
Stay in sync with external Enterprise Resource Planning (ERP) systems through bi-directional interface capabilities providing seamless communication and preserving data integrity. Improved accuracy by introducing logic to show only necessary fields with Smart Forms Robust API integration powered by Boomi with easier access to API set expansions
Accurate activity selection with new business structure framework Activity data directly integrated into employee timecard Activity exceptions highlight relevant missing data such as orphan, idle, or missing result
3rd party integration with ERP systems which only sends and receives what is relevant or changed
Enables employees to view and track relevant, tailored information to their specific role and location on the device of their choice Visibility into allocated versus actual hours
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• Forecasting:
o Forecasting informs effective scheduling by making accurate and timely predictions. Its self-tuning and patented Machine Learning (ML) algorithm automatically learns from trends and data unique to each participating agencies. With unprecedented forecast accuracy, it identifies validated patterns, creates best-fit schedules, and optimizes workforce planning. Here are some key features:
o Demand Forecasting: Predict future staffing needs based on historical data, sales trends, and upcoming events.
o Labor Cost Forecasting: Estimate future labor costs based on projected staffing needs and labor rates.
• Strategic Workforce Planning:
o Strategic Workforce Planning helps participating agencies predict, analyze, and address gaps between their current frontline workforce and future human capital needs. It accurately calculates long-term workforce requirements, facilitates effective decision- making, and promotes participating agencies alignment and agility. Here are some key features:
o Skills Gap Analysis: Identify gaps between current employee skills and future business needs.
o Workforce Modeling: Simulate different workforce scenarios to make informed decisions about staffing levels and strategies.
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Workforce Strategy Solutions
These strategic solutions go beyond just core HR, Payroll and Workforce Management functionalities and delve into creating a positive work environment while leveraging data for better decision-making.
Here's how each element contributes:
• Great Place to Work:
o Hub: This is a data-driven platform that analyzes your HR data and employee sentiment surveys (potentially including the annual Great Place to Work Trust Index survey). It provides insights, recommendations, and best practices to help you build a culture of trust, belonging, and high performance.
o Best Practices & Benchmarks: leverages the vast amount of data from Great Place to Work to provide industry-specific benchmarks and best practices. This allows participating agencies to compare their agency's culture to similar agencies and identify areas for improvement.
• HR and Payroll Resource Library:
o UKG customers have access to the HR and Payroll Resource Library, a searchable database containing legislative updates, easy to understand breakdowns of labor standards, and hundreds of benchmarks, checklists, forms, and sample policies. This database is updated daily and provides key compliance information to help minimize risk and reduce administrative task time around employment policy.
• Employee Voice:
o Employee Voice is a survey and analysis tool that utilizes Natural Language Processing to streamline the collection and analysis of employee feedback. Surveys may be fully anonymous or confidential, giving employees peace of mind as they respond to surveys that touch every stage of the employee life cycle: 30-, 60-, or 90-day check-ins, engagement, pulse, onboarding and exit surveys, and more. Results may be processed in seconds, allowing participating agencies to be agile in collecting and responding to priority issues affecting their human capital. Here are some key features:
o Multilingual Support: It can handle over 130 languages and provides automated translation of responses.
o Emotion Interpretation: Using Natural Language Processing, Employee Voice interprets more than 15 emotions and identifies 70 themes and topics. o Content and Templates: In addition to in-house content, it includes 30 survey templates, a vast question library, and industry benchmarks developed by Mercer.
These benchmarks cover various sectors, including High Tech, Manufacturing, Financial Services, Energy, Retail, Life Sciences, Health Care, Consulting & Professional Services, Government & Public Administration, Education & Research, Hospitality,
152 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
Telecommunications & Wireless & Broadband, Real Estate & Rental & Leasing, Consumer Products, and Transportation.
• Analytics:
o Provides robust analytics tools to analyze and interpret your HR, Payroll and Workforce Management data. This can include data on employee engagement, performance, turnover, labor, and more. You can use these insights to identify trends, track progress toward goals, and make data-driven decisions.
• Talk:
o This communication and collaboration tools facilitate open communication between employees and managers. This can help foster a sense of belonging and empower employees to share their ideas and concerns. Talk allows users to post announcements, take polls, promote events and track anticipated attendance, engage in group conversations, and allow one-on-one chats. Talk uses translation features to enable communication between users who may prefer different languages.
• Bryte AI:
o Bryte AI is an artificial intelligence engine that uses machine learning to analyze data and provide personalized recommendations. Bryte is a generative AI-powered sidekick that makes the hard things easy, helps you and your people feel more connected, and shines a light on insights that transform the way you make decisions. o AI Assisted Search: Discover meaningful insights as Bryte AI delivers answers to workplace questions instantly.
o Employee Insights: Keep frontline workers connected with insights into teams, schedules, and workplace happenings.
o Great Place to Work Leadership Recommendations: Create actionable steps based on Great Place To Work resources, best practices, guides, articles, and more.
• Employee Engagement:
o Employee Engagement encompasses a variety of tools and resources aimed at boosting employee Satisfaction and commitment. Some examples include:
o Recognition and Rewards Programs: Acknowledging and rewarding employees for their contributions and achievements.
o Learning and Development Opportunities: Providing training, skill-building, and growth opportunities.
153 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
o Employee Wellness Programs: Initiatives that promote physical, mental, and emotional well-being.
o Goal Setting and Performance Management Tools: Tools to set objectives, track progress, and evaluate performance.
• Thought Leadership:
o Offers public sector industry experts and resources, as well as expertise to build a great place to work. This might include articles, webinars, or conferences focused on fostering employee engagement, diversity, and inclusion.
154 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 Attachment 2 – UKG Public Sector Cobranded Collateral FY24
155 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