Agmt19 CherryRoad Technologies, Inc.

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computer software programs included in the Application Programs, in each case provided by ADP to Client at no charge, that results in a claim or action for infringement that could have been avoided by use of such current release or version, or by such corrections or enhancements. 1.2.13. "Confidential Information" means all trade secrets, processes, proprietary data and documentation and any pricing and product information, Personal Information, the terms of this Agreement, and any other information that is confidential or proprietary provided by the disclosing party to the receiving party for use in connection with the Services or this Agreement, but does not include information that (i) the receiving party already knows prior to its disclosure by the disclosing party, (ii) becomes generally available to the public, except as a result of disclosure by the receiving party in violation of this Agreement or (iii) becomes known to the receiving party on a non -confidential basis from a source other than the disclosing party. 1.2.14. "Cost Reimbursement Fee" means those amounts set forth in the Pricing and Financial Terms appendix to be paid to ADP in the event Client terminates any Services prior to the expiration of the Initial Term, other than for material breach pursuant to Section 12.2. 1.2.15. "Documentation" means all manuals, tutorials and related materials that may be provided or made available to Client by ADP in connection with the Services. 1.2.16. "Effective Date" has the meaning set forth on the cover page. 1.2.17. "Global Master Terms and Conditions" means the terms and conditions contained in the main body of this document following the signature pages. 1.2.18. "Go -Live Date" means the date of commencement of the first "live" processing of a given Service. 1.2.19. "Improvements" has the meaning set forth in Section 5.4. 1.2.20. "Incident" has the meaning set forth in Section 10.1. 1.2.21. "Incentive" means tax, financial or operational benefits, including tax credits, pursued through the Services provided, in whole or part, by ADP. 1.2.22. "Indemnitee" has the meaning set forth in Section 6.2. 1.2.23. "Indemnitor" has the meaning set forth in Section 6.2. 1.2.24. "Initial Term" has the meaning set forth in Section 12.1. 1.2.25. "Intellectual Property Rights" means all rights, titleand interest to or in patent, copyright, trademark, service mark, trade secret, business or trade name, know-how and rights of a similar or corresponding character. 1.2.26. "Internal Business Purposes" means the usage of the Services solely by the Client Group for its own internal business purposes, without the right to provide service bureau or other data processing services, or otherwise share or distribute the Services, to any party outside the Client Group, unless expressly contemplated by this Agreement. 1.2.27. "Personal Information" means any information relating to an identified or identifiable natural person. An identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to such person's physical, physiological, mental, economic, cultural or social identity. 1.2.28. "Renewal Term" has the meaning set forth in Section 12.1. 1.2.29. "Services" means the services listed on the cover page of this Agreement (including implementation services related thereto) and such other services as the parties may agree to be performed from time to time. EXHIBIT ADP MASTERS ERVICES AGREEMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 136 of 172 G-3