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SIGNATURE DOCUMENT
Main Subscription Agreement - City of San Leandro
©2023 Workday v23.11 Page 0 of 12
Documents Agreement Number
Main Subscription Agreement (v23.11) Agreement #: 00453086.0 Subscription Order Form Order Form #: 00459583.0
Subscription Order Form Order Form #: 00439198.0
Training Order Form Order Form #: 00454119.0
By executing this document (“Signature Document”), the undersigned agree they are duly authorized signatories and all documents listed in the above table are entered into between the parties, effective as of the later of the dates beneath the parties’ signatures below (“Effective Date”). References to Signature Document and Effective Date in the Main Subscription Agreement shall mean those terms as defined in the preceding sentence.
City of San Leandro
835 E 14th St
San Leandro, California 94577-3782
United States
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
Signature Signature
Name Name
Title Title
Date Signed Date Signed
Approved as to Legal Form by:
Richard D. Pio Roda
City Attorney
City of San Leandro
Approved as to Legal Form by:
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MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of San Leandro
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This Main Subscription Agreement, effective as of the Effective Date set out in the Signature Document, is by and between Workday, Inc. ("Workday") a Delaware corporation with offices at 6110 Stoneridge Mall Road, Pleasanton, CA 94588 and City of San Leandro(“Customer”), with offices at San Leandro City Hall, 835 East 14th Street, San Leandro, California 94577-3782, United States. Whereas Workday provides a subscription Service to which Customer intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows:
1. Provision of Service.
1.1 Workday Obligations. During the Term, Workday shall: (i) make the Service and Improvements available to Customer in accordance with the Documentation, the SLA and pursuant to the terms of this Agreement; and (ii) not use Customer Data except to provide the Service, prevent or address service or technical problems, or verify Improvements, in accordance with this Agreement and the Documentation, or in accordance with Customer’s instructions.
1.2 Customer Obligations. Customer may enable access to the Service for use only by Authorized Parties solely for the Internal Business Purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties for a level of use not exceeding the Pricing Metrics on the applicable Order Form. Customer is responsible for all Customer Affiliate and Authorized Party use of the Service and their compliance with this Agreement.
Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all information submitted to Workday, including, but not limited to Customer Data; (b) take commercially reasonable efforts to prevent unauthorized access to or use of the Service through login credentials of Authorized Parties, and notify Workday promptly of any unauthorized access or use; and (c) take commercially reasonable efforts to prevent the sending of or storage of Malicious Code in connection with use of the Service. Customer shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with use of the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with use of the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation.
2. Fees.
2.1 Invoices and Payment. Subscription Fees and all other fees due hereunder will be invoiced to Customer in the United States and payment will be remitted by Customer from the United States. Except where indicated otherwise on an applicable Order Form, all fees due hereunder (except fees subject to good faith dispute) shall be due and payable within thirty (30) days of invoice date. Workday will send all Customer invoices electronically (by email or otherwise). Workday shall email invoices to Customer within two business days of the date of the invoice. All fees are quoted and payable in United States Dollars and are based on access rights acquired and not actual usage. Customer shall provide Workday with complete and accurate billing and contact information including a valid email address. Upon Workday’s request, Customer will make payments via electronic bank transfer (wire or ACH/EFT). All remittance advice and invoice inquiries can be directed to [email protected]. 2.2 Non-cancelable and non-refundable. Except as specifically set forth to the contrary under Section 6.2 “Warranty Remedies”, Section 7 “Indemnification”, Section 9.3 “Effect of Termination”, and for credits due pursuant to Section 10.12 “Workday SLA Service Credits”, all payment obligations under any and all Order Forms are non-cancelable and all payments made are non-refundable.
2.3 Overdue Payments. Except with respect to charges subject to a reasonable and good faith dispute, any payment not received from Customer by the due date may accrue, at Workday's discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
2.4 Non-Payment and Suspension of Service. Except with respect to charges subject to a reasonable and good faith dispute, if Customer's account is more than 30 days past due, in addition to any other rights or remedies it may have under this Agreement or by law, Workday reserves the right to suspend the Service upon 30 days written notice, without liability to Customer, until such amounts are paid in full. Such notice shall clearly and prominently state that the Service is at risk of suspension and shall not solely take the form of an invoice with an overdue notice, and shall state Customer has 30 days to make payment in full before Workday can suspend the Service.
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2.5 Taxes. This section applies only if Customer has not provided Workday with a tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. Subscription Fees and all other fees invoiced pursuant to this Agreement do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes and foreign withholding taxes (collectively defined as “Taxes”). Customer is responsible for paying all Taxes imposed on the Service or any other services provided under this Agreement. If Workday has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer’s address listed in the Signature Document which will be used as the ship-to address on the Order Form, and invoiced to and paid by Customer, unless Customer provides Workday with a valid tax exemption certificate authorized by the appropriate taxing authority.
3. Proprietary Rights.
3.1 Ownership and Reservation of Rights to Workday Intellectual Property. Workday and its licensors own all right, title and interest in and to the Service, Documentation, and other Workday Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Workday reserves all rights, title and interest in and to the Service and Documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
3.2 Grant of Rights. Workday hereby grants Customer (for itself and those of Customer’s Affiliates and Authorized Parties for whom Customer enables access to the Service) a non-exclusive, non-transferable, right to use the Service and Documentation solely for the Internal Business Purposes of Customer and its Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within the scope of use defined in the relevant Order Form. The Service is provided in U.S. English. Workday has translated portions of the Service into other languages and unless otherwise indicated in the applicable Order Form, Customer may use any available translated portions of the applicable Service.
3.3 Restrictions. Customer shall not (i) modify or copy the Service or Documentation or create any derivative works based on the Service or Documentation; (except for archival copies of the Documentation for use consistent with this Agreement); (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the Service and Documentation, except to the extent required by Law; or (iv) access the Service or Documentation in order to build any commercially available product or service except as otherwise provided in an applicable Order Form.
3.4 Ownership of Customer Data. As between Workday and Customer, Customer owns the Customer Data.
3.5 Customer Input. Workday shall have a royalty-free, transferable, sub-licensable, irrevocable, perpetual license to use, and incorporate into its services, any Customer Input. Workday shall have no obligation to make Customer Input an Improvement. Customer shall have no obligation to provide Customer Input.
4. Confidentiality.
4.1 Confidentiality. A party (the “Recipient”) shall not disclose or use any Confidential Information of the other party (the “Discloser”) except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the Discloser’s prior written permission. Either party may disclose Confidential Information on a need-to-know basis to its Affiliates, contractors and service providers, including third party submission tools or online portal providers required by the Discloser for proposal (or related) submissions (“Representatives”), who are bound by confidentiality obligations at least as restrictive as those in this section. The Recipient shall be responsible for any acts or omissions of its Representatives with respect to protection of the Discloser’s Confidential Information. The parties agree that (1) the Recipient’s or its Representatives’ online portal terms conflicting with the terms of Section 4 of this Agreement shall not be binding on the Discloser submitting its Confidential Information to the Recipient through the Recipient’s or its Representative’s online portal, (2) this Section 4.1 applies to all such Confidential Information disclosed to the Recipient through such online portals; and (3) this Agreement supersedes any such “click-through” or other online terms.
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4.2 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.
4.3 Compelled Disclosure. A disclosure by the Recipient of the Discloser’s Confidential Information to the extent required by Law (including but not limited to the California Public Records Act, California Government Code Section 7920.000 et seq.) shall not be considered a breach of this Agreement, provided the Recipient promptly provides the Discloser with prior notice of such compelled disclosure (to the extent legally permitted), follows the process set forth in any applicable public records law(s), and provides reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure. Subject to the foregoing, in the event of any request by a government agency or law enforcement authority for access to Customer Data, Workday will seek to redirect the inquiry to Customer. In all such cases, Workday will take all reasonable and legally permissible measures to protect the Customer Data and to inform Customer of such demand.
4.4 Business Associate Exhibit. If Customer concludes that the Service will include access to Customer Data that is protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and Customer is a Covered Entity as defined under HIPAA, the parties agree to attach Workday’s Business Associate Exhibit to this Agreement, which shall apply to Workday’s receipt, maintenance or transmission of Protected Health Information from, or on behalf of Customer, as described in such Exhibit.
4.5 Remedies. If the Recipient discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the Discloser shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by both parties that any other available remedies may be inadequate.
4.6 Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation between the parties; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation between the parties; (iii) was independently developed by the Recipient without breach of any obligation between the parties; or (iv) is received by the Recipient from a third party without breach of any obligation owed to the other party. Customer Data shall not be subject to the exclusions set forth in this section.
5. Customer Data.
5.1 Protection and Security. Workday maintains a security program that conforms to the Workday Universal Security Exhibit attached hereto (“Security Exhibit”) and is further described in Workday’s most recently completed Service Organization Control 1 (SOC1) and Service Organization Control 2 (SOC2) audit reports or industry-standard successor reports. The most recently completed SOC1 and SOC2 (or industry standard successor audit reports) as of the Effective Date are referred to as the "Current Audit Reports". The Security Exhibit may be updated from time to time to reflect changes in technology and law. In no event during the Term shall Workday materially decrease the protections provided by the controls set forth in the Security Exhibit and the Current Audit Reports. Upon Customer’s request, Workday will provide Customer with a copy of Workday’s Current Audit Reports or comparable industry-standard successor reports prepared by Workday’s independent third-party auditor. The Universal Data Processing Exhibit attached hereto (the “Data Processing Exhibit” or “DPE”) will apply to the processing of Personal Data. The DPE may be updated by Workday from time to time to reflect changes in technology and law. No update shall materially decrease the protections that are in the attached DPE.
Customer understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any Law. Customer understands that it has an independent duty to comply with any and all Laws applicable to it.
5.2 Unauthorized Disclosure. If either party believes that there has been a Security Breach, such party must promptly notify the other party, unless legally prohibited from doing so, within 48 hours or any shorter period as may be required by Law; provided, however, that Customer is not required to notify Workday in any case where Customer reasonably determines that the Security Breach presents no threat to the Service. Additionally, each party will reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any such Security Breach that is not clearly attributable to Customer or its Authorized Parties, Workday shall conduct a root cause analysis and, upon request will share the results of its analysis and its remediation plan with Customer. Unless prohibited by Law, each party shall provide the other party with reasonable notice of, and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication.
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6. Warranties and Disclaimers.
6.1 Warranties. Each party warrants that it has the authority to enter into this Agreement and shall comply with all Laws in connection with its performance of this Agreement. Workday warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation; (ii) the functionality of the Service will not be materially decreased during the Term; and, (iii) to the best of Workday’s knowledge, the Service does not contain any Malicious Code. Order Forms for Related Services may have warranties specific to those Related Services.
6.2 Warranty Remedies. In the event of a breach of any of the warranties set forth in Section 6.1 (i), (ii) and (iii), (a) Workday shall correct the non-conforming Service at no additional charge to Customer, or (b) in the event Workday is unable to correct such deficiencies after good-faith efforts, Workday shall refund Customer amounts paid that are attributable to the defective Service from the date Workday received such notice (as set forth in Section 6.3 below) through the date of remedy. If Workday is unable to correct such deficiencies after good faith efforts, then Customer shall receive a full refund of amounts paid attributable to the defective Service from the date of notice. The remedies set forth in this subsection shall be Customer’s sole remedy and Workday’s sole liability for breach of these warranties unless the breach of warranty constitutes a material breach of this Agreement and Customer elects to terminate this Agreement in accordance with the Section entitled “Termination.”
6.3 Notice Obligations. To receive the warranty remedies set forth above, Customer must promptly report deficiencies in writing to Workday, but no later than 30 days of the first date the deficiency is identified by Customer, or, in the case of a Related Service, no later than 30 days after delivery of such Related Service. Customer’s failure to notify Workday within such 30 day period shall not affect Customer’s right to receive the remedy in Section 6.2(a) unless Workday is somehow unable, or impaired in its ability to, correct the deficiency due to Customer’s failure to notify Workday within the 30 day period. Notice of breaches of the warranties in Section 6.1 shall be made through Workday’s then-current error reporting system; notices of breaches of any other warranty shall be made in writing to Workday in accordance with the Notice provisions of this Agreement.
6.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, THE PARTIES MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND RELATED SERVICES AND THE DOCUMENTATION. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE
SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.
7. Indemnification
7.1 Workday Indemnity. Workday shall defend Customer, at Workday’s expense, from any third party Claim against Customer alleging that the use of the Service as contemplated under this Agreement infringes or misappropriates such third party’s Intellectual Property Rights and Workday shall indemnify and hold Customer harmless against any Losses relating to such third party Claim.
7.2 Customer Obligations. If and only if Customer is not prohibited by Law from indemnifying its vendors, Customer shall defend Workday, at Customer’s expense, from any third-party claim against Workday alleging that (1) Customer Data, or (2) data submitted by Customer, its Affiliates or its Authorized Parties used by Workday to provide the Service infringes or misappropriates such third-party’s Intellectual Property Rights and Customer shall be directly and solely responsible for any Losses related to such Claim. If Customer is legally prohibited from indemnifying its vendors, any indemnification clause found in an Order Form’s application-specific additional terms or click-through terms referenced in the Order Form shall be read only as an acknowledgement that Customer is responsible for materials and data it provides to Workday and for the behavior of its Authorized Parties.
7.3 Conditions. The indemnitor’s obligations in Section 7.1 and 7.2 are conditioned on the indemnitee (a) promptly giving written notice of the third-party Claim to the indemnitor (although a delay of notice will not relieve indemnitor of its obligations under this Section except to the extent that the indemnitor is prejudiced by such delay), (b) giving the indemnitor sole control of the defense and settlement of the third-party Claim (although indemnitor may not settle any third-party Claim unless it unconditionally releases indemnitee of all liability); and (c) providing to indemnitor, at indemnitor’s cost, all reasonable assistance.
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7.4 Exceptions. Workday shall have no liability for Claims or Losses to the extent arising from (a) modification of the Service by anyone other than Workday; (b) use of the Service in a manner inconsistent with this Agreement or Documentation; and (c) use of the Service in combination with any other product or service not provided by Workday. For the avoidance of doubt, configuration of the Service by a third party systems integrator will not be considered a modification under this paragraph nor will it be considered using the Service in a manner that is inconsistent with this Agreement or the Documentation under this paragraph
7.5 Continued Use of the Service. If Customer is enjoined from using the Service or Workday reasonably believes it will be enjoined, Workday shall have the right, at its sole option, to obtain for Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Workday, then the applicable Service may be terminated at either party’s option and Workday’s sole obligation and liability related to the subject matter of this Section 7, in addition to the indemnification obligations herein, shall be to refund any prepaid fees for the applicable Service that was to be provided after the effective date of termination.
7.6 Exclusive Remedy. Sections 7.1 through 7.3 state each indemnitee’s exclusive remedies and the indemnitor’s sole obligations related to the subject matter of this Section.
8. Limitation of Liability.
8.1 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO (i) INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS IN SECTION 7, (ii) EITHER PARTY’S RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, (iii) WORKDAY’S REMEDIATION OBLIGATIONS IN SECTION 8.4; OR (iv) CUSTOMER’S PAYMENT OBLIGATIONS, THE MAXIMUM LIABILITY OF
EITHER PARTY WHICH INCLUDES ITS RESPECTIVE AFFILIATES, AND IN THE CASE OF WORKDAY, ALSO INCLUDES WORKDAY’S THIRD PARTY LICENSORS FOR ANY AND ALL CLAIMS (INDIVIDUALLY AND IN THE
AGGREGATE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR
OTHERWISE, IS LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING 36 MONTH PERIOD FOR THE SERVICE FROM WHICH THE
CLAIM(S) AROSE (OR, FOR A CLAIM(S) ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE FIRST 36 MONTH PERIOD) (“GENERAL CAP”), EXCEPT THAT FOR BREACHES OF EITHER PARTY’S CONFIDENTIALITY, SECURITY OR PRIVACY OBLIGATIONS THE BREACHING PARTY’S MAXIMUM TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE INCREASED TO FEES PAID OR PAYABLE UNDER THE AGREEMENT DURING THE IMMEDIATELY PRECEDING 36-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE (“ENHANCED CAP”).
8.2 EXCLUSION OF DAMAGES EXCEPT FOR WORKDAY’S IP INDEMNIFICATION OBLIGATIONS IN SECTION 7,
IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA (UNLESS CAUSED BY WORKDAY’S FAILURE TO BACK UP CUSTOMER DATA IN
ACCORDANCE WITH ITS OBLIGATIONS HEREUNDER), BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT,
TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
CUSTOMER’S PAYMENT OBLIGATIONS SHALL NOT BE CONSIDERED WORKDAY’S LOST PROFITS.
8.3 Direct Damages. Subject to Section 8.1, and notwithstanding Section 8.2, if either party breaches its obligations under this Agreement, the following will be considered direct damages: (1) amounts paid to affected third parties as damages or settlements in response to claims arising from the breach; (2) amounts paid for fines and penalties imposed by any governmental authority arising from the breach; and (3) reasonable legal fees and costs, to defend against third-party claims arising from the breach.
8.4 Workday Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of Personal Data is caused by Workday’s breach of its security and/or privacy obligations under this Agreement, Workday shall pay, in addition to direct damages, the reasonably necessary, documented costs incurred by Customer in connection with the following items: (a) costs of any reasonably required forensic investigation to determine the cause of the breach, (b) providing notification of the security breach to applicable government and relevant industry self-regulatory agencies, to the media (if required by Law) and to individuals whose Personal Data may have been accessed or acquired, (c) providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period DRAFT
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of one year (or for a longer period if required by Law) after the date on which such individuals were notified of the unauthorized access or acquisition for such individuals who elected such credit monitoring service, and (d) operating a call center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one year (or for a longer period required by Law) after the date on which such individuals were notified of the unauthorized access or acquisition. NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, WORKDAY SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF REMEDIATION THAT ARE DUE TO
RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD BY CUSTOMER OR ITS EMPLOYEES, OR AUTHORIZED PARTIES. 9. Term and Termination.
9.1 Term of Agreement. The Term commences on the Effective Date and continues until the stated term in all Order Forms has expired or has otherwise been terminated, unless otherwise extended pursuant to the written agreement of the parties. Subscriptions to the Service commence on the date, and are for a period, as set forth in the applicable Order Form.
9.2 Termination. Either party may terminate this Agreement: (i) upon 30 days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event this Agreement is terminated, all Order Forms are simultaneously terminated. Upon any termination by Customer pursuant to this section, Workday shall refund Customer any prepaid fees for the affected Service(s) that were to be provided after the effective date of termination.
For clarity, a breach or termination of any Professional Services Agreement, as defined in the DPE, or of any applicable statement of work and/or work order thereunder, shall not be considered a material breach or termination of this Agreement.
9.3 Effect of Termination. Upon any expiration or termination of this Agreement, all Order Forms shall immediately terminate and Customer shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the sections entitled “Retrieval of Customer Data” and “Transition Period before Final Termination”) and shall also cease accessing Workday Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any undisputed fees accrued or due and payable to Workday prior to the effective date of termination. Additionally, termination for any reason other than Workday’s uncured material breach, termination for non-appropriation, or the reasons set forth in Section 2.2, shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms.
9.4 Transition Period before Final Termination. If this Agreement is terminated and Customer submits a written request to Workday prior to any such termination for a one-time transition period, Workday will continue to provide the Service for up to 3 months after the effective date of such termination (the “Transition Period”), subject to the terms and conditions of this Agreement. Monthly fees for the Transition Period will be 1/12 of the immediately preceding 12-month period plus, only if this Agreement was not terminated by Customer for cause, an additional 5%. Notwithstanding the foregoing, if Workday is enjoined from performing, or termination of this Agreement was due to Customer’s breach, Workday has no obligation to perform under this section unless it receives (i) payment of all fees not subject to reasonable and good faith dispute, (ii) prepayment of fees for further services, and (iii) certification of ongoing compliance with the terms of this Agreement during the Transition Period.
9.5 Transition Consulting Services. During a Retrieval Period or Transition Period, Workday will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another Customer chosen providerof similar software, services or to Customer’s internal operations. Such cooperation and assistance will be limited to consulting regarding the Workday Service and will be subject to a fee based on Workday’s then-current rates for consulting services and such services will be set out in a statement of work to a professional services agreement between the parties.
Notwithstanding the foregoing, in the event of termination of this Agreement by Workday for Customer’s breach, Workday may withhold the provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed and (ii) prepayment of fees for further services.
9.6 Retrieval of Customer Data. Upon written request by Customer made prior to or upon any expiration or termination of this Agreement (including any Transition Period), Workday will make Customer Data available to Customer through the Service solely to allow Customer to retrieve Customer Data for a period of up to a total of 60 days after such expiration or termination (the “Retrieval Period”). If Customer utilizes the Transition Period described in Section 9.4 above, it will still receive a total of no more than 60 days of non-cost Retrieval Period. After such Retrieval Period, Workday will have no DRAFT
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obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data by deleting Customer’s Tenant; provided, however, that Workday will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Workday will continue to protect the Customer Data in accordance with this Agreement. Customer Data will be made available in a Workday-supported format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on Workday by Law. Additionally, during the Term of the Agreement, Customers may extract Customer Data using Workday’s standard web services.
9.7 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i) Section 1.1(i) “Workday Obligations”; (ii) Section 3.2 “Grant of Rights”; and (iii) those provisions granting Customer access to any SKU(s) and services referenced in any applicable Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement.
9.8 Termination for Non-Appropriation. Customer is a US Federal, State, or Local governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement. Customer intends to continue the Agreement for its entire term and to satisfy its obligations thereunder. Customer will seek to obtain funding for each fiscal year of an Order Form. For each succeeding fiscal period: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer’s obligations under the Agreement; (b) Customer agrees to use all reasonable means to secure appropriations; and (c) Customer agrees it will not use non-appropriations as a means of terminating the Agreement in order to acquire functionally equivalent products or services from a third party. If funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, Customer may terminate the impacted portion of an Order Form, in whole or in part. In accordance with the foregoing, Customer will give Workday written notice thirty (30) days prior to the effective date of any such termination. All obligations of Customer to make payments after the termination date will cease and all Workday obligations to provide the Service will terminate.
Notwithstanding the foregoing, Customer will pay for (i) the entire time period the Service was made available to Customer prior to Workday’s receipt of notice of termination for non-appropriation; and (ii) for all amounts and Service periods for which Customer has received services. Customer shall not execute any Order Form unless funds have been appropriated for at least the first year’s subscription fee. Upon termination, Customer will remit all amounts due, and all costs reasonably incurred up to the date of termination. Upon request by Workday, Customer shall identify to Workday the extent to which funds have been allocated for individual Order Forms throughout the term of the Agreement.
10. General Provisions.
10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
There are no third-party beneficiaries to this Agreement.
10.2 Insurance. Workday will maintain during the entire Term, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A- VII at the time of policy inception.
a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Customer.
b) Business Automobile Liability covering all vehicles that Workday owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage, internet liability, and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per DRAFT
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occurrence and in the aggregate. This policy includes coverage for: Technology E&O, Media Liability, Security & Privacy Liability, Regulatory Proceedings, Cyber Incident Response Team, Business Interruption & Extra Expense, Contingent Business Interruption & Extra Expense, System Failure, Contingent System Failure, Digital Data Recovery, Network Extortion, Hardware Replacement Costs, Non-Panel Computer Forensics Program, Non-IT Provider Business Interruption/System Failure, Reputational Harm, Data breach, Data loss/destruction, and Cyber extortion.
e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate and naming Customer (as its interests may appear) as a loss payee.
f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate. This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer.
Limits for (a) Employers Liability only, (b) and (c) may be achieved through a combination of primary and excess liability/umbrella policies to reach the level of coverage shown above.
Upon Customer's request, Workday agrees to deliver to Customer certificates of insurance evidencing the coverage specified in this section. Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with policy provisions. Workday will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability or satisfaction of any indemnification/hold harmless obligation of Workday.
10.3 Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; or (ii) the third business day after first class mailing. Notices to Workday shall be sent to the address shown in the Signature Document addressed to the attention of its General Counsel with a copy sent to [email protected]. Notices to Customer shall be sent to the address shown in the Signature Document addressed to Customer’s City Manager. Each party may modify its recipient of notices by providing notice pursuant to this Agreement.
10.4 Background Check. Unless prohibited by law, Workday agrees to conduct (or has previously conducted) a criminal background check on personnel employed by Workday (or will require its subcontractors to conduct a background check on their own personnel) who will have access to Customer Data. Such background check shall be in the form generally used by Workday in its initial hiring of employees or contracting for contractors or, as applicable, during the employmentscreening process. Workday will not allow any person performing under this Agreement on behalf of Workday to be assigned to have access to Customer Data whose background check revealed a conviction of any violent crime or crime involving theft, dishonesty, moral turpitude, breach of trust, or money laundering.
10.5 Code of Conduct. Workday has a published code of conduct available on its public web site with rules for ethical business conduct which complies with applicable law. Workday uses commercially reasonable efforts to ensure that Workday complies with its code of conduct, including but not limited to periodic training of employees about the code.
10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.7 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Workday or Customer employees, respectively) (“Force Majeure”). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused, provided that notice of the Force Majeure event is given in writing within 15 days after the Force Majeure event begins. Such notice shall identify the nature of the Force Majeure event, its expected duration and the probable impact on the performance of the affected party’s obligations.
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10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld).
Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an “M&A assignment”) so long as the assignee agrees to be bound by all of the terms of this Agreement in an amendment to this Agreement and all past due fees are paid in full or otherwise accounted for in the amendment. In no event shall Customer have the right to assign this Agreement to a direct Competitor of Workday. In the event of an M&A assignment, the non-assigning party shall be entitled to request from the assignee information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. Failure to provide such information shall be a material breach of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.9 Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the laws of the State of California, without regard to its conflicts of laws rules. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
10.10 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction, unless authorized by the United States government.
10.11 Anti-Corruption. Each party shall comply with all applicable anti-corruption Laws, in relation to this Agreement. Each party agrees that it will not offer to pay or give anything of value to anyone, including foreign governmental officials or related persons or entities on either party’s behalf to corruptly: (i) influence any official act or decision; (ii) secure any improper advantage; (iii) obtain or retain business, or direct business to any person or entity; or (iv) for the purpose of inducing or rewarding any favourable action in any matter related to the subject of this Agreement or the business of either party. Each party further agrees to keep accurate books and records in relation to this Agreement. Each party further agrees to cooperate with the other party in any anti-corruption due diligence process and/or investigation in relation to this Agreement.
10.12 Workday SLA Service Credits. If, in any rolling 6-month period, Workday fails to meet the monthly Service Availability or Service Response commitments described in the SLA (a “Failure”), Customer may request the following remedies no later than 6 months after the applicable Failure occurs: (1) a meeting to discuss possible corrective actions for the first Failure; (2) a 10% Service Credit for a second Failure; (3) a 20% Service Credit for a third Failure; and (4) a 30% Service Credit for a fourth Failure. In this Agreement, “Service Credit” means a credit equal to the stated percentage of the applicable monthly Subscription Fee for the affected Service. Workday shall deduct the highest applicable Service Credit from the next invoice for Subscription Fees or, if there is no subsequent invoice, shall refund the Service Credit to the Customer. The remedies in this section are the Customer’s exclusive remedies for any Failure.
10.13 Federal Government End Use Provisions (if applicable). Workday provides pre-existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and Workday provides only the technical data and rights as provided herein. Workday’s offering constitutes 'commercial items' as defined under FAR 2.101. Workday’s contracting documents are in conformance with Workday’s commercial item offerings and tailoring of acquisition terms is pursuant to FAR 12.302(b). If you are a FAR governed entity, Workday agrees that the resulting contract will include the mandatory FAR commercial flow downs for a subcontractor under FAR 52.244-6. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. Additionally, the parties agree that the purpose of this Agreement is to provide a sophisticated integrated system solution, principally for the provision of a product, not a service and as such, neither the Service Contract Act nor its related statutes or regulations apply to Workday’s performance hereunder.
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10.14 Use by other Entities. The parties agree that other public entities, including state agencies, local governments, courts, and public institutions of higher education may utilize the terms of this Agreement to purchase the Service from Workday for agreements commencing no later than 5 years after the Effective Date of this Agreement. Workday may extend the availability of this Agreement for such use in its sole and reasonable discretion. The parties understand that pricing is specific to Pricing Metrics and the choice of Workday Service components and other entities will not necessarily pay the same price as Customer. Any such other entity shall be responsible for complying with its relevant procurement rules and regulations. Customer will in no way whatsoever incur any liability to Workday, such entities, or others in relation to specifications, delivery, payment, or any other aspect of actions or omissions by such entities. An entity wishing to utilize this Agreement will have a copy of this Agreement executed in its own name and any Order Forms will be in such entity’s name. The parties agree that Workday can disclose this Agreement, all exhibits, and any applicable Order Forms to an entity seeking to make use of this Section.
10.15 Publicity. Except as set forth herein, Workday shall not use Customer's name, logos or trademarks, without the prior written consent of Customer, in any written press releases, advertisements and/or marketing materials.
Notwithstanding the foregoing, Workday may use Customer's name and logo in lists of customers and on its website, including, but not limited to, Workday’s community portal; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from Workday. For the avoidance of doubt, this section does not prohibit Workday from referencing Customer's name in a verbal format.
10.16 Miscellaneous. This Agreement, including all exhibits and attachments hereto and all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form shall take precedence over provisions of the body of this Main Subscription Agreement and over any other exhibit or attachment to this Main Subscription Agreement except as specified in Section 7.3 of this Agreement and no choice of law clause in an Order Form shall take precedence over Section 10.9. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other non-negotiated Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement shall be legally binding with the same force and effect as manually executed signatures, provided that such signatures must be made using a technology designed for electronic signatures and include appropriate certificates to verify the identity of the signatory. For avoidance of doubt, emails stating consent to an Agreement or action shall not be considered an electronic signature.
11. Definitions.
“Affiliate” if and when applicable to Customer, means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Main Subscription Agreement, including the Signature Document, any exhibits, addenda or attachments hereto, and any fully executed or attached and referenced Order Form(s). “Authorized Party” and/or “Authorized Parties” means Customer’s or its authorized Affiliate’s employees, third party providers authorized by Customer, Customer’s authorized agents, and as appropriate for the applicable Service, students and their parents or guardians, prospective employees, prospective students and their parents or guardians, former students, and/or retirees authorized to access Customer’s Tenants and/or to receive Customer Data (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process. “Claim” means any claim, demand, suit, or other legal proceeding made or brought against a party to this Agreement.
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“Confidential Information” means (a) any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Data; (c) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties). “Customer Data” means the electronic data or information submitted by Customer or Authorized Parties to the Service. “Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its Employees or Authorized Parties relating to the operation or functionality of the Service. “Documentation” means Workday’s electronic Administrator Guide for the Service, which may be updated by Workday from time to time.
“Employee” or “Worker” means employees, consultants, contingent workers, independent contractors, and retirees of Customer and its Affiliates whose business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased pursuant to an Order Form. “Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers.
“Intellectual Property Rights” means any and all common law, statutory and other intellectual property rights, such as copyright, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and inclusive of all moral rights related thereto. “Internal Business Purposes” means use for Customer’s internal operations associated with the functionality of the Service, as opposed to Customer using the products or Service for customers, clients, or prospective customers of the Customer. As illustrative examples: (1) use of recruiting functionality to assist with the recruitment of Customer’s employees is an Internal Business Purpose but a placement firm’s use of recruiting functionality to find employees for its third-party clients is not an Internal Business Purpose; and (2) Workday’s Student Service is clearly designed to assist educational institutions manage the records of students; even though students are technically the “clients” or “customers” of the institution. Nevertheless, use of Workday’s Student Service to manage these student records is still an Internal Business Purpose.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party. “Losses” means any damages or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys' fees).
“Malicious Code” means viruses, worms, time bombs, ransomware, Trojan horses and other malicious code, files, scripts, agents or programs intended to do harm.
“Order Form” means the separate ordering documents under which Customer subscribes to the Service or other services pursuant to this Agreement which are fully executed by the parties. “Personal Data” has the definition set forth in the Data Processing Exhibit. “Pricing Metrics” means the specific measure identified on the applicable Order Form used for determining the Subscription Service Fee on that Order Form, such as FSE Worker or FTE Student. “Production” means the Customer’s or an Employee’s use of or Workday’s written verification of the availability of the Service (i) to administer Employees; (ii) to generate data for Customer’s books/records; or (iii) in any decision support capacity.
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“Related Service” means any professional services provided by Workday pursuant to an Order Form subject to this Agreement and related to the Service.
“Security Breach” means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Data; provided that an incidental disclosure of Customer Data to an Authorized Party or Workday, or incidental access to Customer Data by an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law, (ii) any Personal Data Breach as defined in the DPE; and (iii) any security breach (or substantially similar term) as defined by Law affecting Customer Data.
"Service" means Workday’s software-as-a-service applications and Improvements as described in the Documentation and subscribed to under an Order Form.
“SLA” means the Workday Production Support and Service Level Availability Policy, located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html, which may be updated by Workday from time to time. No update shall materially decrease Workday’s responsibilities under the Workday SLA. “Subscription Fee” means all amounts invoiced and payable by Customer for the Service. “Tenant” means a unique instance of the Service, with a separate set of Customer Data held by Workday in a logically separated database (i.e., a database segregated through password-controlled access). “Tenant Base Name” is a naming convention that will be used in all of the Tenant URLs provided by Workday, as specified in Customer’s initial Order Form subscribing to the Service, and which shall remain constant throughout the Term.
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UNIVERSAL SECURITY EXHIBIT
©2019 Workday 19.5 Page 1 of 2
This Workday Universal Security Exhibit applies to the Covered Service and Covered Data. Capitalized terms used herein have the meanings given in the Agreement, including attached exhibits, that refers to this Workday Universal Security Exhibit.
Workday maintains a comprehensive, written information security program that contains administrative, technical, and physical safeguards that, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing of Covered Data as well as the associated risks, are appropriate to (a) the type of information that Workday will store as Covered Data; and (b) the need for security and confidentiality of such information. Workday’s security program is designed to:
Protect the confidentiality, integrity, and availability of Covered Data in Workday’s possession or control or to which Workday has access;
Protect against any anticipated threats or hazards to the confidentiality, integrity, and availability of Covered Data; Protect against unauthorized or unlawful access, use, disclosure, alteration, or destruction of Covered Data; Protect against accidental loss or destruction of, or damage to, Covered Data; and Safeguard information as set forth in any local, state or federal regulations by which Workday may be regulated.
Without limiting the generality of the foregoing, Workday’s security program includes:
1. Security Awareness and Training. Mandatory employee security awareness and training programs, which include:
a) Training on how to implement and comply with its information security program; and b) Promoting a culture of security awareness.
2. Access Controls. Policies, procedures, and logical controls:
a) To limit access to its information systems and the facility or facilities in which they are housed to properly authorized persons;
b) To prevent those workforce members and others who should not have access from obtaining access; and c) To remove access in a timely basis in the event of a change in job responsibilities or job status.
3. Physical and Environmental Security. Controls that provide reasonable assurance that access to physical servers at the data centers housing Covered Data is limited to properly authorized individuals and that environmental controls are established to detect, prevent and control destruction due to environmental extremes.
4. Security Incident Procedures. A security incident response plan that includes procedures to be followed in the event of any security breach of any application or system directly associated with the accessing, processing, storage or transmission of Covered Data.
5. Contingency Planning. Policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, pandemic flu, and natural disaster) that could damage Covered Data or production systems that contain Covered Data.
6. Audit Controls. Technical or procedural mechanisms put in place to promote efficient and effective operations, as well as compliance with policies.
7. Data Integrity. Policies and procedures to ensure the confidentiality, integrity, and availability of Covered Data and to protect it from disclosure, improper alteration, or destruction.
8. Storage and Transmission Security. Security measures to guard against unauthorized access to Covered Data that is being transmitted over a public electronic communications network or stored electronically.
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9. Secure Disposal. Policies and procedures regarding the secure disposal of tangible property containing Covered Data, taking into account available technology so that such data cannot be practicably read or reconstructed.
10. Assigned Security Responsibility. Assigning responsibility for the development, implementation, and maintenance of its information security program, including:
a) Designating a security official with overall responsibility; and b) Defining security roles and responsibilities for individuals with security responsibilities.
11. Testing. Regularly testing the key controls, systems and procedures of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified.
12. Monitoring. Network and systems monitoring, including error logs on servers, disks and security events for any potential problems. Such monitoring includes:
a) Reviewing changes affecting systems handling authentication, authorization, and auditing; b) Reviewing privileged access to Workday production systems processing Covered Data; and c) Engaging third parties to perform network vulnerability assessments and penetration testing on a regular basis.
13. Change and Configuration Management. Maintaining policies and procedures for managing changes Workday makes to production systems, applications, and databases processing Covered Data. Such policies and procedures include:
a) A process for documenting, testing and approving the patching and maintenance of the Covered Service; b) A security patching process that requires patching systems in a timely manner based on a risk analysis; and c) A process for Workday to utilize a third party to conduct web application level security assessments. These assessments generally include testing, where applicable, for:
i) Cross-site request forgery
ii) Services scanning
iii) Improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing) iv) XML and SOAP attacks
v) Weak session management
vi) Data validation flaws and data model constraint inconsistencies vii) Insufficient authentication
viii)Insufficient authorization
14. Program Adjustments. Workday monitors, evaluates, and adjusts, as appropriate, the security program in light of:
a) Any relevant changes in technology and any internal or external threats to Workday or the Covered Data; b) Security and data privacy regulations applicable to Workday; and c) Workday’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.
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UNIVERSAL DATA PROCESSING EXHIBIT
This Universal Data Processing Exhibit is an exhibit to the Agreement between Workday and Customer and sets forth the obligations of the parties with regard to the Processing of Personal Data pursuant to such Agreement.
1. Definitions
Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto.
“Agreement” means the MSA, the Professional Services Agreement, and Order Forms, including any exhibits or attachments applicable to the Covered Service.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
“Covered Data” means (i) Customer Data, (ii) Professional Services Data, and (iii) any other electronic data or information submitted by or on behalf of Customer to a Covered Service. “Covered Service” means (i) any Service provided under an Order Form that specifically refers to this DPE, and/or, (ii) any Professional Services.
“Customer Audit Program” means Workday’s optional, fee-based customer audit program as described in the Customer Audit Program Order Form for Covered Services. “Data Controller” or “Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“DPE” means this Universal Data Processing Exhibit including any appendices, annexures or documents incorporated by reference.
“Data Processor” or “Processor” means the entity which Processes Personal Data on behalf of the Data Controller, including as applicable any “service provider” as that term is defined by the CCPA. “Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations, including without limitation the GDPR, and implementations of the GDPR into national law, and CCPA, in each case as may be amended or superseded from time to time.
“Data Subject” means the person to whom the Personal Data relates. “GDPR” means either or both the General Data Protection Regulation (EU) 2016/679 ("EU GDPR") and the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR") as the context may require.
“Personal Data” means any Covered Data that relates to an identified or identifiable natural person. “Personal Data Breach” means (i) a ‘personal data breach’ as defined in the GDPR affecting Personal Data, and (ii) any Security Breach affecting Personal Data.
“Processing” or “Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying.
“Professional Services” means the professional or consulting services provided to Customer under a Professional Services Agreement.
“Professional Services Agreement” means any agreement between the parties for the provision of consulting or professional services, including but not limited to the following agreements or terms: the Professional Services Agreement, the Delivery Assurance terms, the Professional Services Addendum, and/or the Consulting and Training Addendum and Amendment.
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“Professional Services Data” means electronic data or information that is provided to Workday under a Professional Services Agreement for the purpose of being input into a Service, or Covered Data accessed within or extracted from the Customer’s tenant or instance to perform the Professional Services. “Restricted Country” means: (i) where the EU GDPR applies, a country outside of the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a country outside the UK which is not based on adequacy regulations pursuant to Section 17A of the UK Data Protection Act 2018; and (iii) where the Swiss Federal Act on Data Protection of June 19, 1992 applies, a country outside Switzerland which has not been recognized to provide an adequate level of protection by the Federal Data Protection and Information Commissioner. "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of Personal Data from the European Economic Area (“EEA”) to a Restricted Country; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to a Restricted Country; and (iii) where the Swiss Federal Act on Data Protection of June 19, 1992 applies, a transfer of Personal Data from Switzerland to a Restricted Country. “Standard Contractual Clauses” means (i) where the EU GDPR applies, the clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, standard data protection clauses adopted pursuant to or permitted under Article 46 of the UK GDPR ("UK SCCs").
“Subprocessor” means a Workday Affiliate or third-party entity engaged by Workday or a Workday Affiliate as a Data Processor under this DPE.
“Subprocessor List” means the subprocessor list identifying the Subprocessors that are authorized to Process Personal Data, accessible through Workday’s website (currently located at https://www.workday.com/enus/legal/subprocessors.html). “Workday BCRs” means Workday’s Processor Binding Corporate Rules. The Workday BCRs are accessible through Workday’s website (currently located at https://www.workday.com/en-us/why-workday/security-trust.html).
2. Processing Personal Data
2.1 Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by Workday to provide the Covered Service. For the purposes of this DPE, Customer is the Data Controller and Workday is the Data Processor, except when Customer acts as a Data Processor of Personal Data, in which case Workday is a subprocessor.
2.2 Instructions for Processing. Workday shall Process Personal Data in accordance with Customer’s documented instructions. Customer instructs Workday to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE) and as further specified via Customer’s use of the Covered Service. Customer may provide additional instructions to Workday to Process Personal Data, however Workday shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE. To the extent the CCPA applies to Personal Data, Workday will not (i) Sell Personal Data, nor (ii) retain, use or disclose Personal Data for any purpose other than to provide the Covered Services in accordance with the Agreement. The Term “Sell” shall have the meaning set forth in the CCPA.
2.3 Compliance with Laws. Workday shall comply with all Data Protection Laws applicable to Workday in its role as a Data Processor Processing Personal Data. Customer shall comply with all Data Protection Laws applicable to Customer as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable Workday to carry out lawfully the Processing contemplated by this DPE.
3. Subprocessors
3.1 Use of Subprocessors. Customer hereby agrees and provides a general authorization that Workday and Workday Affiliates may engage Subprocessors. Workday or the relevant Workday Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. Workday shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by Workday.
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3.2 Notification of New Subprocessors. Workday shall make available to Customer a Subprocessor List and provide Customer with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, Workday shall provide notice to Customer by updating the Subprocessor List.
3.3 Subprocessor Objection Right. This Section 3.3 shall apply only where and to the extent that Customer is established within the EEA, the UK or Switzerland or where otherwise required by Data Protection Laws applicable to Customer. In such event, if Customer objects on reasonable grounds relating to data protection to Workday’s use of a new Subprocessor then Customer shall promptly, and within fourteen (14) days following Workday’s notification pursuant to Section 3.2 above, provide written notice of such objection to Workday. Should Workday choose to retain the objectedto Subprocessor, Workday will notify Customer at least fourteen (14) days before authorizing the Subprocessor to Process Personal Data and Customer may terminate the relevant portion(s) of the Covered Service within thirty (30) days.
Upon any termination by Customer pursuant to this Section, Workday shall refund Customer any prepaid fees for the terminated portion(s) of the Covered Service that were to be provided after the effective date of termination.
4. Data Subject Rights
4.1 Assistance with Data Subject Requests. Workday will, in a manner consistent with the functionality of the Covered Service and Workday’s role as a Data Processor, provide reasonable support to Customer to enable Customer to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”).
4.2 Handling of Data Subject Requests. For the avoidance of doubt, Customer is responsible for responding to Data Subject Requests. If Workday receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, Workday will promptly forward such request or complaint to Customer, provided the Data Subject has given sufficient information for Workday to identify Customer.
5. Workday Personnel
Workday shall require screening of its personnel who may have access to Personal Data and shall require such personnel (i) to Process Personal Data in accordance with Customer’s instructions as set forth in this DPE, (ii) to receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data; and (iii) to be subject to confidentiality obligations which shall survive the termination of employment.
6. Personal Data Breach
If Workday becomes aware of a Personal Data Breach, it shall without undue delay notify Customer in accordance with the Security Breach provisions of the MSA. Workday shall take appropriate measures to address and mitigate the adverse effects of the Personal Data Breach. To the extent Customer requires additional information from Workday to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, Workday shall provide reasonable assistance to provide such information to Customer taking into account the nature of Processing and the information available to Workday.
7. Security of Processing
Workday shall implement and maintain appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as described in the Universal Security Exhibit.
8. Audit
Customer agrees that, to the extent applicable, Workday’s then-current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor reports) and/or Workday’s ISO certifications will be used to satisfy any audit or inspection requests by or on behalf of Customer, and Workday shall make such reports available to Customer. If Customer requires additional information, including information necessary to demonstrate compliance with this DPE, or an audit related to the Covered Service, such information and/or audit shall be made available in accordance with Workday’s Customer Audit Program.
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9. Return and Deletion of Personal Data
Upon termination of the Covered Service, Workday shall return and delete Personal Data in accordance with the relevant provisions of the Agreement.
10. Transfers of European Personal Data
10.1 Transfer Safeguards. The transfer safeguards listed below shall apply to all Restricted Transfers.
10.2 Binding Corporate Rules. For the Covered Services identified in Addendum B, the Workday BCRs apply to the Processing of Personal Data of a Customer or Customer Affiliate established in the EEA. In this event, all provisions of the Workday BCRs are incorporated by this reference and shall be binding and enforceable for Customer according to Section 1.4 of the Workday BCRs as if they were set forth in this DPE in their entirety. If any conflict or inconsistency arises between this DPE and the Workday BCRs, the Workday BCRs shall prevail.
10.3 Processor-to-Processor SCCs. Where Workday is located within the EEA, Workday has implemented the Standard Contractual Clauses for any Restricted Transfers of Personal Data from Workday (as “data exporter”) to Subprocessors (as “data importers”).
10.4 Controller-to-Processor SCCs. Where Workday is located in a Restricted Country, the Standard Contractual Clauses will apply to any Restricted Transfers from Customer (as “data exporter”) to Workday (as “data importer”) as follows:
10.4.1 EU Personal Data. In relation to Personal Data that is protected by the EU GDPR, the EU SCCs will apply completed as follows:
(i) Module 2 applies unless the Customer is a Processor in which case Module 3 applies; (ii) in Clause 7, the optional docking clause will not apply; (iii) in Clause 9, Option 2 will apply, and the time period for prior notice of subprocessor changes will be in accordance with the notification process set out in Section 3.2 of this DPE; (iv) in Clause 11, the optional redress language will not apply; (v) in Clause 17, Option 1 will apply, and the Standard Contractual Clauses will be governed by the law specified in the MSA, provided that law is an EU Member State law recognizing third party beneficiary rights, otherwise, the laws of Ireland apply;
(vi) in Clause 18(b), disputes shall be resolved before the courts specified in the MSA, provided these courts are located in an EU Member State, otherwise those courts shall be the courts of Ireland; (vii) Annex I of the Standard Contractual Clauses shall be deemed completed with the information set out in Annex I to this DPE; and
(viii) Annex II of the Standard Contractual Clauses shall be deemed completed with the information set out in Annex II to this DPE.
10.4.2 UK Personal Data. In relation to Personal Data that is protected by the UK GDPR, the UK SCCs will apply as follows:
(i) For so long as it is lawfully permitted to rely on the Standard Contractual Clauses set out in the European Commission’s Decision 2010/87/EU (“2010 SCCs”) for transfers of Personal Data protected by the UK GDPR, the 2010 SCCs shall apply between the Customer and Workday completed as follows:
(a) Appendix 1 shall be completed with the relevant information set out in Annex I to this DPE; and (b) Appendix 2 shall be completed with the relevant information set out in Annex II to this DPE.
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(ii) When the Customer and Workday are lawfully permitted to rely on the EU SCCs for transfers of Personal Data from the UK subject to completion of a “UK Addendum to the EU Standard Contractual Clauses” (“UK Addendum”) issued by the Information Commissioner’s Office under s.119A(1) of the UK Data Protection Act 2018, then:
(a) The EU SCCs, completed as set out in Section 10.4.1 above, shall also apply to transfers of such UK Personal Data and the 2010 SCCs will no longer apply;
(b) The UK Addendum shall be deemed executed between the transferring Customer and Workday, and the EU SCCs shall be deemed amended as specified by the UK Addendum in respect of the transfer of such UK Personal Data.
10.4.3 Swiss Personal Data. In relation to Personal Data that is protected by the Swiss Federal Act on Data Protection, the EU SCCs will apply amended and adapted as follows:
(i) the Swiss Federal Data Protection and Information Commissioner is the exclusive supervisory authority; (ii) the term "member state" must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18; and (iii) references to the GDPR in the EU SCCs shall also include the reference to the equivalent provisions of the Swiss Federal Act on Data Protection (as amended or replaced).
10.4.4 Clarifications. The Standard Contractual Clauses will be subject to the following clarifications:
(i) Workday will allow Customer to conduct audits as described in the Standard Contractual Clauses in accordance with Section 8 of this DPE.
(ii) Customer consents to Workday appointing Subprocessors in accordance with Section 3 of this DPE, and Customer may exercise its right to object to Subprocessors under the Standard Contractual Clauses in the manner set out in Section
3. (iii) Workday shall return and delete Customer’s data in accordance with Section 9 of this DPE. (iv) Customer agrees that any assistance that Workday provides to Customer under the Standard Contractual Clauses shall be provided through the Customer Audit Program.
(v) Nothing in this Section 10.4 of this DPE varies or modifies the Standard Contractual Clauses nor affects any supervisory authority’s or data subject’s rights under the Standard Contractual Clauses. If any provision of this DPE contradicts, directly or indirectly, the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
10.5 Order of precedence. Where more than one transfer mechanism applies, the transfer of Personal Data will be subject to a single transfer mechanism in accordance with the following order of precedence: (i) the Workday BCRs, and (ii) the Standard Contractual Clauses.
11. Additional European Terms
11.1 Description of Processing. The agreed subject-matter, the nature, purpose and duration of data processing, the types of Personal Data and categories of Data Subjects are set forth in Addendum A to this DPE.
11.2 Data Protection Impact Assessments and Prior Consultations. Customer agrees that, to the extent applicable, Workday’s then-current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor reports) and/or Workday’s ISO certifications will be used to carry out Customer’s data protection impact assessments and prior consultations, and Workday shall make such reports available to Customer. To the extent Customer requires additional assistance to meet its obligations under Article 35 and 36 of the GDPR to carry out a data protection impact assessment and prior consultation with the competent supervisory authority related to Customer’s use of the Covered Service, Workday will, taking into account the nature of Processing and the information available to Workday, provide such assistance to Customer through the Customer Audit Program.
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12. General Provisions
12.1 Customer Affiliates. Customer is responsible for coordinating all communication with Workday on behalf of its Affiliates with regard to this DPE. Customer represents that it is authorized to enter into this DPE and any Standard Contractual Clauses entered into under this DPE (and to the addition of other Affiliates to such Standard Contractual Clauses, as applicable), issue instructions, and make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates.
12.2 Termination. The term of this DPE will end simultaneously and automatically at the later of (i) the termination of the Agreement or, (ii) when all Personal Data is deleted from Workday’s systems.
12.3 Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, if inconsistencies between the provisions of this DPE and the Agreement arise, the provisions of this DPE shall prevail with regard to the parties’ data protection obligations.
12.4 Customer Affiliate Enforcement. Customer’s Affiliates may enforce the terms of this DPE directly against Workday, subject to the following provisions:
i. Customer will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an “Affiliate Claim”) directly against Workday on behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and ii. for the purpose of any Affiliate Claim brought directly against Workday by Customer on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Customer.
12.5 Remedies. Customer’s remedies (including those of its Affiliates) with respect to any breach by Workday, its Affiliates and Subprocessors of the applicable terms of this DPE, and the overall aggregate liability of Workday and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement.
12.6 Miscellaneous. The section headings contained in this DPE are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPE.
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ADDENDUM A
Description of Processing
ANNEX I
A. LIST OF PARTIES
Data exporter
Data exporter: Customer
Contact details: The individuals designated as named contacts by Customer in Customer’s account Relevant activities: Use of Workday’s enterprise cloud applications.
Signature and Date: By entering into the Agreement, data exporter is deemed to have signed these Standard Contractual Clauses incorporated herein as of the effective date of the Agreement.
Data exporter role: The data exporter’s role is set forth in the DPE.
Data importer
Data importer: Workday
Contact details: Workday Privacy Team, [email protected] Relevant activities: Provide and support enterprise cloud applications, including human resource and financial management.
Signature and Date: By entering into the Agreement, data importer is deemed to have signed these Standard Contractual Clauses incorporated herein as of the effective date of the Agreement.
Data importer role: Processor
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B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
1. Customer’s job applicants, candidates, current and former employees and other workers, as well as related persons.
2. Employees or contact persons of Customer’s prospects, customers, business partners and suppliers.
Categories of personal data transferred
Customer determines the categories of personal data processed within Covered Services subscribed to. Typically, the transferred personal data will include the categories of data identified below:
1. Applicants, employees and other workers: Name; contact information (including home and work address; home and work telephone numbers; mobile telephone numbers; web address; instant messenger; home and work email address); marital status; citizenship information; visa information; national and governmental identification information; drivers’ license information; passport information; banking details; military service information; date of birth and birth place; gender; employee identification information; education, language(s) and special competencies; certification information; probation period and employment duration information; job or position title; business title; job type or code; business site; company, supervisory, cost center and region affiliation; work schedule and status (full-time or part-time, regular or temporary); compensation and related information (including pay type and information regarding raises and salary adjustments); payroll information; allowance, bonus, commission and stock plan information; leave of absence information; employment history; work experience information; information on internal project appointments; accomplishment information; training and development information; award information; membership information.
2. Related persons: Name and contact information of dependents or beneficiaries (including home address; home and work telephone numbers; mobile telephone numbers); date of birth; gender; emergency contacts; beneficiary information; dependent information.
3. Prospects, customers, business partners and suppliers: Name and contact information (including work address; work telephone numbers; mobile telephone numbers; web address; instant messenger; work email address); business title; company.
4. Learners: Name and contact information (including work address; work telephone numbers; mobile telephone numbers; instant messenger; work email address); business title; company; enrollment information, including completion of courses, exam results and feedback provided.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
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Unless otherwise agreed, the transferred Personal Data may comprise special categories of personal data, such as ethnicity, religious beliefs, trade union membership information and health data (employee sick leave, disability information). Taking into consideration the nature of the data and the risk of varying likelihood and severity for the rights and freedoms of natural persons, Workday has implemented the technical and organizational measures as described in Annex II, including specialized training of staff and system access logs, to ensure an appropriate level of protection for such sensitive data.
Frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) Transfers will be made on a continuous basis.
Nature of the processing
Workday acts as a processor for the Personal Data Customer submits electronically into Workday’s enterprise cloud applications or provides to Workday in connection with a Professional Services engagement.
1. Processing Personal Data to set up, operate, maintain and support the enterprise cloud applications
2. Storage of Personal Data in secure data centers
3. Provision of Professional Services
Purpose(s) of the data transfer and further processing
Provide and support enterprise cloud applications, including human resource and financial management.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Personal data will be retained for the duration of the Agreement.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing The subject matter and duration of the processing is outlined above within this Annex. The nature of the specific subprocessing services are further particularized within the Subprocessor List (currently located at:
https://www.workday.com/en-us/legal/subprocessors.html).
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13 The competent supervisory authority determined in accordance with Clause 13 of the Standard Contractual Clauses.
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ANNEX II
Technical and Organizational Measures
The technical and organizational measures set forth in the Security Exhibit have been implemented by the data importer to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
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ADDENDUM B
BCR Covered Services
Covered Service Applicable SKU Names
HCM/FIN/ANALYTICS Human Capital Management, Cloud Connect for Benefits, Workday Payroll, Cloud Connect for Third Party Payroll, Time Tracking, Recruiting, Learning (excluding Media Cloud), Learning for Extended Enterprise, Core Financials, Expenses, Procurement, Inventory, Grants Management, Projects, Projects Billing, Workday Prism Analytics and Student
Workday Adaptive Planning Workday Adaptive Planning SKUs, such as Planning & Analytics, Workforce Planning, Financial Planning, Sales Planning, Operational Planning, however defined in the applicable order form.
Workday Extend Workday Cloud Platform
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ORDER FORM 00439198.0
Customer Name City of San Leandro
Workday Entity
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date The later of the dates of the
Order Term July 26, 2024 through September 8, 2034
WSP Order Term September 9, 2024 through September 8, 2027 Currency USD
Total Subscription Fee 3,591,150
Tenant (or Instance as
applicable) Base Name
Tenant Base Name is used to
generate Workday tenant
URLs.
sanleandro
Payment Schedule Table
Payment # Payment Due Date Payment Amount
1 Invoiced upon Order Effective Date, due on September 9, 2024 145,000 2 Due on September 9, 2025 245,000
3 Due on September 9, 2026 483,268
4 Due on September 9, 2027 388,268
5 Due on September 9, 2028 388,269
6 Due on September 9, 2029 388,269
7 Due on September 9, 2030 388,269
8 Due on September 9, 2031 388,269
9 Due on September 9, 2032 388,269
10 Due on September 9, 2033 388,269
Total Payment Amount 3,591,150
For the avoidance of doubt, the Payment Schedule Table will be used for invoicing purposes.
Subscription Rights Table
SKU Service Pricing
Metric
Annual Subscription Rights
CHCM Core Human Capital Management FSE* Full Enterprise (incl. Former Workers with Access)
TLO Talent Optimization FSE* Full Enterprise
CCB Cloud Connect for Benefits FSE* Full Enterprise
USP** Payroll for United States FSE* United States-based Employees only LRN Learning FSE* Full Enterprise
MCNF Media Cloud - No Fee FSE* Full Enterprise
REC Recruiting FSE* Full Enterprise
FIN Core Financials FSE* Full Enterprise
GM Grants Management FSE* Full Enterprise
PLNF Financial Planning FSE* Full Enterprise
PRA Prism Analytics Enterprise FSE* Full Enterprise with up to 20 million Published Data Rows at any time for
each Tenant (or Instance as applicable)
PRJT Projects FSE* Full Enterprise
TT Time Tracking FSE* Full Enterprise
PRO Procurement FSE* Full Enterprise
SRCESS Strategic Sourcing Essentials Flat Fee Up to 10 Users WSP Workday Success Plan % of Fee WSP - Accelerate
*For Pricing Metric details see the Full-
**Customer agrees that the number of FSE Workers for all Workday Payroll applications and CCTPP will always be equal to the total number of FSE Workers for HCM minus Former Workers with Access.
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Full- Table
FSE Population Category Baseline FSE Count
Full Enterprise (incl. Former Workers with Access) 450
Full Enterprise 445
United States-based employees 445
Named Support Contacts Table
Number of Named Support Contacts* 6
*Named Support Contacts are the contacts that may request and receive support services from Workday and must be trained on the Workday product(s) for which they initiate support requests.
Customer Contact Information
Billing, In Care of Customer Support Subscriptions Contact Contact Name Regi John
Michael Sinor
Regi John
Michael Sinor
Regi John
Michael Sinor
Street Address
City/Town,
State/Region/County,
Zip/Post Code, Country
835 East 14th Street
San Leandro
California
94577-3782
United States
835 East 14th Street
San Leandro
California
94577-3782
United States
835 East 14th Street
San Leandro
California
94577-3782
United States
Phone/Fax # 510-577-6059 (RJ)
510-577-3420 (MS)
510-577-6059 (RJ)
510-577-3420 (MS)
510-577-6059 (RJ)
510-577-3420 (MS)
Email (required) [email protected]
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
For customers based in the U.S., certain portions of the Service included in this Order Form can be used with Downloadable Components
Downloadable Components will be separately presented on the invoice based on a valuation attributed to the Downloadable Components. As of the Order Effective Date, there is no value attributed to any of the Downloadable Components.
This Order Form is subject to and governed by the MSA. In the event of a conflict, the provisions of this Order Form take precedence over the MSA and its exhibits and attachments. The parties further agree to the terms in the following Additional Terms and Conditions Addendum(s): Planning, Learning, Media Cloud, Innovation Services, Strategic Sourcing, located at https://www.workday.com/en-us/legal/contract-terms-andconditions/index.html. Any Service SKU described in this Order Form is a Covered Service under the Workday Universal DPE and Workday Universal Security Exhibit. All remittance advice and invoice inquiries shall be directed to [email protected]. THE VALIDITY OF THIS ORDER FORM IS CONDITIONED ON WORKDAY RECEIVING A FULLY SIGNED Notwithstanding the foregoing, Workday reserves the right to accept an Order Form signed after the Deadline in after the Deadline if it deems fit.
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ADDITIONAL ORDER FORM TERMS ADDENDUM
1. General.
Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the MSA. The Total Subscription Fee is based on the maximum indicated in the Subscription Rights Table and any use in excess of such maximum(s) indicated will be subject to the Growth and Expansion section herein. Annual Subscription Rights limits may not be decreased during the Order Term.
2. FSE Metric Calculation and Worker Category Definitions.
The total FSE Count is calculated by categorizing each Worker to one of the Worker Categories below, multiplying the applicable number of Workers by the Applicable Percentage, and then adding the FSE Count for each Worker Category.
FSE Calculation Table:
Worker Category Total Workers Applicable
Percentage
FSE Count
Full Time Employees 375 100.0% 375
Part-Time Employees 280 25.0% 70
Associates 0 12.5% 0
Former Workers with Access 200 2.5% 5
Total FSE Count: 855 450
The Service may be used by Customer only for the Worker Categories listed above and as defined below. - regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive -Time Employee will be
considered non-temporary if they are hired to work for a period of more than 3 months in a given year. -Time
regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive rnal standard practices. A Part-Time Employee will be
considered non-temporary if they are hired to work for a period of more than 3 months in a given year. -Time or Part-Time Employee but in one of the following categories: temporary employees, independent contractors and affiliated non-employees including, but not limited to, volunteers and vendors whose Active Records are in the Service. ave access to the Service through the
Employee Self-Service features. Former Workers with Access are only included in the Subscription Rights for the Human Capital Management Service.
Former Workers with Static Records shall be excluded from the FSE calculation but may continue to be Static Records
further relationship and to whom Customer does not provide self-service access. Static Records include former worker
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3. Additional Metric Definition(s). PRA Published D ata Rows SRCESS User Additional Metric Definition Table PRA Published D ata Rows SRCESS User Metric Definition
PRA Published Data Rows The total number of data rows capable of being reported upon measured separately for each Tenant (or Instance as
applicable).
SRCESS Users User An individual authorized by Customer associated with a single, unique email address for purposes of accessing the Service.
PRACU Published Data Rows The total number of additional data rows capable of being data rows
other PRACU subscription(s). Published Data Rows are
measured separately for each Tenant (or Instance as
applicable).
4. Workday Success Plans Additional Terms.
Workday Success Plans is described in and subject to the Workday Success Plans Program Terms site (https://www.workday.com/content/dam/web/en-us/documents/legal/workday-success-plans-accelerateaccelerateplus-plans-program-terms.pdf) and subject to the terms of the Workday Customer Experience Program Addendum (https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html). In the event of a conflict between the terms of this Order Form and the terms of either of the Workday Success Plans Program Terms or the Workday Customer Experience Program Addendum, the terms of this Order Form shall control. The Pricing Metric in the table above for Workday Success Plans is based on the annual Subscription Fees during the WSP Order Term, an
additional fee equal to 20.0% of the new Subscription Fees will be added for the Workday Success Plan to the new Order Form. Customer will only have rights to Workday Success Plans during the WSP Order Term. The total Workday Success Plan fees assessed on this Order Form, in the amount of 285,000, represent fees associated with the SKU(s) purchased under this Order Form for the WSP Order Term.
5. Growth and Expansion.
A. Annual Reporting Obligation.
Customer will report to [email protected] Annual Reporting Period
Count Date er Term start date. Customer
agrees to pay fees for any excess Subscription Rights at the Expansion Rates described below to cover the period from the anniversary of the Order Term start date immediately following the Annual Reporting Period through the subsequent anniversary date Reporting Cycle will be required to document any annual fees due pursuant to this section in its entirety. Such order form must be executed no later than 30 days prior to each anniversary of the Order Term start date until the Renewal (as defined below), at which time the Annual Reporting Obligation will be incorporated into the Renewal Term. a. FSE Metric Reporting.
Reporting for Active FSE Worker Records is based on the additional FSE Workers which are defined as any Active FSE Worker records exceeding the Baseline FSE Count.
FSE Expansion Table
SKU Annual FSE Expansion Rate
All Service SKU(s) with the FSE Pricing Metric in the
Subscription Rights Table unless stated otherwise
within this table
738.55
USP 59.14
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b. Additional Metric Reporting based on highest daily number.
Reporting for the following SKU(s) is based on the highest daily number set forth in the Subscription Rights Table for the 12-month period preceding the Count Date. For avoidance of doubt, Customer understands the reporting for Year 1 is based on the 9 months preceding the Annual Reporting Period. i. Additional Metric Expansion Table
SKU Additional Metric Increase Annual Expansion Rate for Additional Metric Increase
SRCUSR Strategic Sourcing User (Additional) 5,000
PRACU Each increment of 10M Additional Published Data
Rows
20,000
B. Workday Success Plans Reporting.
In conjunction with any fees due as a result of the Annual Reporting Obligation or Growth Event Reporting Obligation, an additional fee of 20.0% will be added for Workday Success Plan for any excess Subscription Rights.
6. Renewal.
Customer may renew its subscription for the Service by notifying Workday prior to the end of the Order Term and Workday will generate a new Order Form for a single three- Renewal Term pricing. Such order form must be executed no later than 30 days prior to the end of this Order Term.
Renewal Table
Renewal Term Years Annual Renewal Subscription Fees
1st year of Renewal Term Base Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI)) 2nd year of Renewal Term Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI))
3rd year of Renewal Term Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI))
Base Subscription Fee is $414,891. The Renewal fees for the Workday Success Plan will be based on the greater of either the minimum fee or the annual Renewal fees, as described in the Annual Renewal Subscription Fees table above, multiplied by 20.0%. The Expansion Rates for the Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fees per year in the Renewal Table. Fees for the Renewal Term are due by the first day of each corresponding year of the Renewal Term. Individual payments shall match the Annual Renewal Subscription Fee as defined in the Renewal Table above. If Customer wishes to procure any additional SKUs or Subscription Rights for a Renewal Term that are not included in the Base Subscription Fee, fees for those items will be in addition to the fees anticipated under this section
7. Additional Definitions (as applicable).
CPI
Consumers, US City Average, All Items (change in annual average).
Term CPI
the Renewal Term, if a positive number.
Innovation Index means the fixed annual rate of increase in Subscription Fees based on improved Service functional
infrastructure.
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8. Additional Scope of Use Terms.
Prism Analytics. Customer may import and utilize third party data (including any data services that Workday may make available to Customer) with PRA but only to the extent Customer has independently obtained all f such data is in compliance with such data
used for PCI data. Customer may monitor its own usage in PRA and manage Published Data Rows by unpublishing, filtering and republishing, or deleting data, in order to keep its usage of PRA below the Published Data Rows limits set forth above, or Customer may purchase additional Published Data Rows entitlements (set Growth and Expansion section above). Workday reserves the right to monitor the number of Published Data Rows by Tenant (or Instance as applicable) used by Customer. Customer understands that if at any time Customer exceeds the Data Limit then Customer may experience reduced performance of the Tenant (or Instance as applicable) Data Limit (or Instance as applicable) is the sum of the Published Subscription Rights Table above for a particular Tenant (or Instance as applicable) and any additional current Published Data Row entitlements purchased by Customer.
9. Customer Identification
All Customer identification for publicity or marketing purposes shall be in accordance with the MSA.
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WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM
Customer may only use the Service SKUs subscribed to as indicated in the body of this Order Form.
Service Description
Core Human Capital Management Workday Core HCM supports an organization in organizing, staffing, paying, and developing its global workforce. Workday Core HCM includes global human resources management (workforce lifecycle management, organization management, worker profile, compensation, business asset tracking, absence, and employee benefits administration). Workday Core HCM includes connectors that facilitate integration to select Workday partners that provide capabilities including: recruiting, learning, time and attendance, and user account provisioning (LDAP/Active Directory).
Talent Optimization* Talent Optimization includes talent and performance functionality (goals, development plans, employee performance reviews, talent and performance calibration, feedback, check-ins, succession, mentors and connections, competency management, talent pools, and talent matrix reports). Talent Optimization also includes features (if and when available) that enable organizations to optimize their workforce and workers to optimize their careers. It supports talent mobility by connecting an organization's workforce with internal opportunities matched to their skills, experience, and interests. It also guides workers and enables them to explore potential opportunities.
Cloud Connect for Benefits Cloud Connect for Benefits extends Workday HCM by providing integration to a growing catalog of benefits providers, including: health insurance, health and flexible spending accounts, retirement savings plans, life insurance, AD&D insurance, and COBRA administrators.
Payroll for United States Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for.
Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Configure and calculate payroll commitments.
Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing, check printing, and direct deposit.
Learning Workday Learning supports an organization in training and developing its workforce. This includes the ability to manage, organize and deliver learning content using Media Cloud, and to leverage Workday HCM data to create targeted learning campaigns. A variety of learning content is supported - including but not limited to video, packaged third-party content, and user-generated content. Workday Learning also offers the ability to manage certifications and instructor-led course enrollments, and to gather feedback and analytics relating to the learning experience.
Media Cloud - No Fee Workday Media Cloud is a media content management system that consists of Workday's storage, encoding, caching, playback, streaming, and related service components as provided by Workday for customers of the Workday Service. A variety of learning content is supported by Media Cloud, including but not limited to video, packaged third-party content, and DRAFT
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user-generated content.
Recruiting Workday Recruiting supports an organization in its talent acquisition process. It is designed to help hiring managers and recruiters identify, hire and onboard the right talent for their business. Workday Recruiting supports the hiring process, including pipeline management, requisition management, job posting distribution, interview management, offer management, as well as supports local data compliance and preemployment activities. Workday Recruiting also offers hiring teams tools to proactively source, nurture and track internal and external prospective candidates throughout the recruiting process.
Core Financials Core Financials provides traditional financial management and accounting functionality, including financial management, accounting and reporting, financial consolidation, supplier accounts, customer accounts, business assets, cash management, budgets, contracts, billing and revenue recognition. Core Financials includes connectors that facilitate integration to select Workday partners that provide capabilities, including customer relationship management, electronic payments and customer payments via credit card.
Grants Management Workday Grants Management enables organizations to administer and report on awards from the federal government, foundations, or other funding institutions. Workday Grants Management includes functionality to track and manage sponsors, awards, grants, and grant hierarchies. It also includes capabilities to calculate facilities and administration costs, and to bill and report to sponsors.
Financial Planning Financial Planning provides the ability for Customer to create financial planning models for the purpose of supporting the financial planning process. Workers may interact with the financial planning model for the purposes of data entry, forecasting, reporting, and analysis.
Prism Analytics Enterprise Workday Prism Analytics is an analytics application that provides Workday customers the ability to blend and analyze Workday data and nonWorkday data from multiple sources. Workday Prism Analytics includes a data repository for storage and management of data, data preparation tools for transformation and blending of data from various sources, and tools to explore and analyze the data.
Projects Projects enables organizations to create and manage projects, initiatives, and other types of work. This includes the ability to build project plans and utilize project breakdown structures that include phases, tasks, and milestones as well as plan, staff, and track projects, capital projects, initiatives, and work efforts.
Time Tracking Workday Time Tracking supports an organization in collecting, processing, and distributing time data for its global workforce. Workday Time Tracking module includes the following capabilities: basic time scheduling, time entry (hourly, time in/time out), approvals, configurable time calculation rules, and reporting.
Procurement Workday Procurement includes procure to pay functionality to address spend for goods and services. Manage suppliers, supplier contracts, requisitions, purchase and change orders, receipts, and goods and services sourcing. Maintain purchase items, catalogs, and a supplier portal. Create receipt accruals for approved, but not yet invoiced receipts.
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Workday Procurement includes connectors that facilitate integration to partners that provide capabilities, including: corporate card transactions, and support for 'punchout' to suppliers.
Strategic Sourcing Essentials Workday Strategic Sourcing supports organizations in sourcing goods and services from Suppliers. Workday Sourcing Essentials Package includes Sourcing Pipeline Platform, Sourcing RFx Engine, Sourcing eAuctions Platform, and Sourcing Dynamic Negotiations & Analytics (DNA). Supports unlimited Stakeholders and Suppliers.
*This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service(s) if and when available.
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ORDER FORM 00459583.0
AGREEMENT FOR RISING PASSES
Customer Name City of San Leandro
Workday Entity
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date The
Currency USD
Total Subscription Fee 0
Tenant Base Name sanleandro
Payment Schedule Table
Payment # Payment Due Date Payment Amount
1 No payment due 0
Total Payment Amount 0
Item Description Price Per
Rising Pass
Years Quantity of
Passes
Total Fees
(List)
Total Fees
(Discounted)
Rising Passes 2,195 1 2 4,390 $0
Term: 2024
This Order Form is only valid and binding on the parties when executed by both parties. Prior to attendance, Customer shall complete the Workday Rising registration process at https://rising.workday.com/, as may be updated by Workday in future years. The fees under this Order Form for Rising Passes are non-cancellable and non-refundable and may not be applied to any other Workday offering.
Customer Contact Information
Billing, In Care of
Contact Name Regi John
Michael Sinor
Street Address
City/Town, State/Region/County,
Zip/Post Code, Country
835 East 14th Street
San Leandro
California
94577-3782
United States
Phone/Fax # 510-577-6059 (RJ)
510-577-3420 (MS)
Email (required) [email protected]
[email protected]
THE VALIDITY OF THIS ORDER FORM IS CONDITIONED UPON CUSTOMERS EXECUTION OF ORDER FORM# 439198.
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TERMS OF SERVICE FOR WORKDAY RISING
Terms
PARTICIPATION IN WORKDAY RISING 2024 Workday Rising Event Rising and accepting these Terms, you agree to comply with these Terms in relation to your Event registration and Event participation.
REGISTRATION
Workday Rising is an event for current Workday customers, invited prospective customers, sponsoring partners and Workday employees. Attendees must register for the Event through the Event registration website. You will receive a registration confirmation email at the email address you provide during registration. Workday reserves the right to reject, cancel or terminate any registration or discount offer at any time. Workday will refund fees paid for cancelled or terminated registrations.
PAYMENT
Fee
Fee is due in full no later than the Event start date on October 9. The Workday Rising Fee paid may only be used for the Workday Rising registration and may not be applied toward the purchase of any other products, services, and or events.
If paying by credit card, you hereby authorize George P Johnson, acting on behalf of Workday for the Event, to charge the c
are an authorized user of this credit card. This payment is for the Event registration only. You understand that cancellations and any refunds are subject to the Terms below. You also agree if you encounter any issues associated with the credit card charge that you will contact Workday Rising Registration team to resolve the issue.
BADGES
When your Fee has been paid, you may pick up your Event badge Badge -issued picture ID at the Event check-in area during the Event dates. Each attendee must show a government-issued picture ID to be given his/her Event Badge. No attendee will be admitted into the venue without an Event Badge. events, and sessions, and to provide you with feedback surveys following the sessions. If you demonstrate an interest in a sponsoring partner and have the sponsoring partner scan your badge during the Event, you acknowledge and agree that Workday will share your registration information with that sponsoring partner Badge Scan
SECURITY
Workday is committed to providing a safe and secure environment. Here are some of the security procedures for the Event:
Event Badges must be worn and visible at all times while you are at any Event venue, event or activity.
They may not be shared or exchanged with any person or persons.
No bags or property should be left unattended at any time. Unattended property may be removed.
No persons under 18 years of age will be permitted at the Event, including in breakout sessions, keynotes, and all other Event venues.
You must comply with all fire, safety, and health regulations of the Event venue. Attendees who violate such rules and/or who behave in an unsafe or careless manner while attending the Event may be asked to leave immediately and will be held responsible for their actions.
Workday reserves the right, without prior notice, to take any security measures it deems appropriate to provide for the safety of attendees. Workday reserves the right to change these procedures, without prior notice, and has sole discretion to deny entry to anyone.
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SUBSTITUTIONS
If you are unable to attend Workday Rising, you may transfer your registration to another person by sending an email to the Workday Rising Registration Team with the new attendee's name and contact information. Please note: session and event selections may not be transferred.
HOTEL CANCELLATION POLICY
If you make your hotel reservations during this registration process, you acknowledge and accept that hotel al to one night
room and tax.
PHOTOGRAPHY RELEASE
By registering, attending, and participating in the Event, you grant Workday the right to record, film, photograph, or capture your image and voice at the Event in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from you or any payment to you. This grant includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use or disseminate the media.
ASSUMPTION OF RISK
Your attendance at and participation in the Event is completely voluntary. You accept and assume all risks of any and all personal injury or damage to your personal property that you may face while attending the Event, and waive any claims against Workday relating to such risks. Workday does not guarantee admittance to any specific event, session or keynote and reserves the right to refuse admittance to any event, session, or keynote to any attendee, at its sole discretion. Unless specified otherwise, attendees at all events, sessions, and keynotes are seated on a first-come first-served basis.
PERSONAL INFORMATION
Workday will handle and protect the information gathered from you during registration, attendance and http://www.workday.com/company/privacy.php.
By registering, attending, and participating in this Event, you acknowledge and agree that Workday will share your registration and registration details, attendance, Event schedule, and participation information with Event-related companies in order to manage and improve this and f
enable and coordinate professional networking opportunities. For example, Workday may communicate your name, title, role, email address, company, and Event schedule with session speakers and content stakeholders as well as to Event vendors so that sessions may be adapted to be more relevant to the registered audience. In addition, by registering for the Event, you acknowledge and agree to share your company name and title with selected Sponsoring Partners in order to improve the Event.
You agree that Workday may use your email address to send Event updates and survey evaluations. Workday may also use your email address to send marketing-related messages, such as invitations to future Workday events, if you opt-in to such communications during registration.
Workday will share your registration information (first and last name, title, company, physical address, phone numbers, and email address) with sponsoring partners whom you have authorized via Badge Scan during the If you attend multiple Workday conferences or events, you authorize Workday to aggregate registration, attendance, and participation information to improve this a to provide more relevant information to you in line with your opt-in choices.
THIRD PARTY LINKS
The Event Mobile App or other Event materials may contain links to third party sites; such linked sites are not under the control of Workday and Workday is not responsible for the content of any linked site or any link contained in a linked site. Your use of third party sites and the links on those sites are governed by the terms and conditions of use and privacy policy posted on those sites.
THIRD PARTY APPS
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Following registration, you may download an optional mobile app or access a special web application to access information about the Event as well as access your registration information. You consent to sharing your registration information, which includes any personal information you provided during registration as well as your Event schedule. This mobile app and/or web application is offered to improve your Event experience and to facilitate networking between you and other Event attendees. Your use of this mobile app and/or web application is at your own risk and Workday does not warrant that any mobile app and/or web application will function correctly. Workday disclaims any and all liability associated with your use of third party mobile apps and/or web services.
PRESENTATION MATERIALS
At the Event, you may receive access to Workday and third party licensed content ("Presentation Materials").
Workday is not liable for the information in the Presentation Materials. You may use them solely for your own internal, non-commercial purposes. Unauthorized distribution (via sales, copying, and posting on intranet/internet) is expressly forbidden.
FORCE MAJEURE
You acknowledge and understand that the venue, times, or dates of the Event may change or need to be fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar Force Majeure
reasonably possible. Workday will not be held liable for any costs or expenses incurred by you as a result of such Force Majeure event(s).
WORKDAY CHANGES, CANCELLATION OF EVENT (other than due to Force Majeure) Notwithstanding the above, Workday reserves the right to reschedule the dates and or venue for the Event for any reason. Workday will notify you via your registration email of any such changes as far in advance as reasonably possible. If you are no longer able to attend the Event, you must email your cancellation notice to the Workday Rising team to request a refund of the Event Fee. Workday will not be held liable for any other costs or expenses incurred by you as a result of changes.
Workday may cancel the Event for any reason. Workday will notify you via your registration email of cancellation as far in advance as reasonably possible. Workday will refund any paid registration fee via the method originally paid by you. Workday will not be held liable for any other costs or expenses incurred by you as a result of cancellation.
GOVERNING LAW AND JURISDICTION These Terms and any disputes arising out of or related hereto, shall be governed exclusively by the laws of the State of California and controlling United States federal law, without regard to their conflicts of law rules or the United Nations Convention on the International Sale of Goods.
ARBITRATION NOTICE AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS,
INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
In the event of a dispute between you and Workday arising under or relating to this Event, either may choose to resolve the dispute by binding arbitration, as described below, instead of in court. Any claim (except for a claim challenging the validity or enforceability of this arbitration agreement, including the Class Action Waiver) may be resolved by binding arbitration if either side requests it. THIS MEANS IF EITHER YOU OR WORKDAY
CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. ALSO, DISCOVERY AND APPEAL RIGHTS ARE LIMITED IN ARBITRATION.
Class Action Waiver
ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WORKDAY MAY
JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER INDIVIDUALS, OR LITIGATE IN
COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Only a court, and not an arbitrator, shall determine the validity and effect of the Class Action Waiver. Even if all parties have opted to litigate a claim in court, you or Workday may elect arbitration with respect to any claim made by a new party or any new claims later asserted in that lawsuit.
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Your Right to Go To Small Claims Court
Workday will not choose to arbitrate any claim you bring in small claims court. However, if such a claim is transferred, removed or appealed to a different court, Workday may then choose to arbitrate.
Governing Law and Rules
This arbitration agreement is governed by the Federal Arbitration Act (FAA). Arbitration must proceed only with the American Arbitration Association (AAA) or JAMS. The rules for the arbitration will be those in this arbitration agreement and the procedures of the chosen arbitration organization, but the rules in this arbitration agreement will be followed if there is disagreement between the agreement and the organization's procedures. If the organization's procedures change after the claim is filed, the procedures in effect when the claim was filed will apply.
Fees and Costs
If you wish to begin an arbitration against Workday but you cannot afford to pay the organization's or arbitrator's costs, Workday will advance those costs if you ask in writing. Any request like this should be sent to: to Workday, Attention: Legal, 6230 Stoneridge Mall Road, Pleasanton, CA 94588. If you lose the arbitration, the arbitrator will decide whether you must reimburse Workday for money we advanced for you for the arbitration. If you win the arbitration, Workday will not ask for reimbursement of money we advanced. Additionally, if you win the arbitration, the arbitrator may decide that you are entitled to be reimbursed your reasonable attorneys' fees and costs (if actually paid by you).
Hearings and Decisions
Arbitration hearings will take place in the federal judicial district where you live.
A single arbitrator will be appointed. The arbitrator's decision will be final and binding except for any review allowed by the FAA. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction.
DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY
Workday gives no warranties in respect of any aspect of the Event or any materials related thereto or offered at the Event and, as legally permissible, disclaim all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. The Event is provided on an "as-is" basis. Workday does not accept any responsibility or liability for reliance by you or any person on any aspect of the Event or any information provided at the Event. Except as required by law, Workday shall not be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the Event. The maximum aggregate liability of Workday for any claim in any way connected with, or arising from, the Event, whether in contract, tort, or otherwise (including any negligent act or omission), shall be limited to the amount paid by you to Workday.
ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties in relation to the Event registration, attendance, and participation and supersede all prior and contemporaneous terms, agreements, proposals or representations, written or oral, concerning this subject matter.
Without limiting the foregoing, no part of this Agreement shall be superseded or governed by any Master Subscription Agreement or any other agreement between Workday or an affiliate thereof and you or your company. To the extent that these Terms are translated, such translation is provided solely for convenience, and the English version of these Terms shall govern any disputes arising here from.
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ORDER FORM #00454119.0
Customer Name City of San Leandro
Workday Entity Name Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date on the Signature
Document
Training Credit Order Term 18 months from the Order Effective Date Currency USD
Total Training Fees 66,660
Payment # Payment Due Date Payment Amount
1 Invoiced upon Order Effective Date, Due on September 9, 2024 66,660
x Total Payment Amount 66,660
SKU Training Offering Price Per Credit Quantity Total Training Credit Fees
TC Training Credits 660 101 66,660
Total (TC) Training Fees 66,660
Customer Contact Information Billing, In Care of
Contact Name Regi John
Michael Sinor
Street Address
City/Town, State Zip/Postal Code
Country
835 E 14th St
San Leandro California 94577-3782
United States
Phone # 510-577-6059 (RJ)
510-577-3420 (MS)
Email (Required) [email protected]
[email protected]
This Order Form is subject to and governed by the MSA. This Order Form incorporates the Training Terms located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html Training Terms Bulk Training Credit Rates a Bulk TC Rates
the terms of the MSA, the Training Terms, this Order Form, and the attached Addendum, the order of precedence is (i) this Order Form, (ii) Addendum A (Bulk TC Rates), (iii) the Training Terms, and (iv) the MSA. All remittance advice and invoice inquiries shall be directed to [email protected].
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ADDENDUM A - BULK TRAINING CREDIT RATES
The following rates apply to the bulk purchases made within the 12-month period following the Order Effective Date, with the discount level based on the cumulative number of Prepaid Training Credits Acquired as determined under the Section 3.b. of the Training Terms:
Prepaid Training Credits Acquired Rate Per Training Credit 1-10 USD $ 800
11-25 USD $ 760
26-50 USD $ 735
51-75 USD $ 710
76-100 USD $ 685
101-249 USD $ 660
250+ USD $ 620
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