Agmt19 CherryRoad Technologies, Inc.

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1.2.30. "SOC 1 Reports" has the meaning set forth in Section 9.1. 1.2.31. "Tax Locator" has the meaning set forth in Section 14.2.1. 1.2.32. "Term" means the Initial Term together with each Renewal Term, if any. 1.2.33. "Third Party Provider" means Cherry Roads, Technologies, Inc., Client's third party payroll, enterprise resource planning, recruiting, talent management, applicant tracking system, or other third party business process outsourcing provider. 1.2.34. "Third Party Provider Agreement" means the agreement executed by Client and Third Party Provider relating to the provision by Third Party Provider and the receipt by Client of certain services (including, Without limitation, the Alliance Services). The Third Party Provider Agreement includes, without limitation, the schedules, exhibits, order forms, and other similar documents signed by Third Party Provider and Client pursuant to which Third Party Provider and Client agree on the fees payable by Client to Third Party Provider with respect to the Alliance Services to be provided by ADP to Client pursuant to this Agreement. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, Client acknowledges and agrees that, except for provisions relating to the payment of fees by Client to Third Party Provider in connection with the Alliance Services, nothing contained in the Third Party Provider Agreement will be deemed to modify, amend, replace, or otherwise affect the terms and conditions of this Agreement. 1.2.35. "Transition Services" has the meaning set forth in Section 13.1. 1.2.36. "User" means any single natural person who, subject to the terms of this Agreement, is authorized by Client to use, access or receive the Services. 2. Provision and Use of Services 2.1. Provision of Services. ADP, or one of its Affiliates, will provide the Services to Client Group in accordance with the terms of this Agreement. ADP will provide the Services in a good, diligent and professional manner in accordance with industry standards, utilizing personnel with a level of skill commensurate with the Services to be performed. ADP's performance of the Services (including any applicable implementation activities) is dependent upon the timely completion of Client's responsibilities and obligations under this Agreement. Without limitation of the foregoing, Client will timely provide the Client Content necessary for ADP to provide the Services. 2.2. Cooperation. ADP and Client will work together to implement the Services. Client will cooperate with ADP and execute and deliver all documents, forms, or instruments necessary for ADP to implement and render the Services. Client will provide ADP with all reasonable and necessary Client Content in the format requested by ADP, and will otherwise provide all reasonable assistance required of Client in order for ADP to successfully implement the Services. 2.3. Use of Services. Client will use the Services in accordance with the terms of this Agreement and solely for its own Internal Business Purposes in the Approved Countries. Client will be responsible for the use of the Seances by the Client Group and the Users in accordance with the terms of this Agreement. Client is responsible for the accuracy and completeness of the Client Content provided to ADP. 2.4. Errors. Client will promptly review all documents and reports produced by ADP and provided or made available to Client in connection with the Services and promptly notify ADP of any error, omission, or discrepancy with Client's records. ADP will promptly correct such error, omission or discrepancy and, if such error, omission or discrepancy was caused by ADP, then such correction will be done at no additional charge to Client. 2.5. Records. Unless expressly included as a part of the Services, and without prejudice to ADP's obligation to retain the data necessary for the provision of the Services, ADP does not serve as Client's record keeper and Client will be responsible for retaining copies of all documentation received from or provided to ADP in connection with the Services to the extent required by law or Client's internal policies. 3. Compliance EXHI BIT ADP MASTER SERVICES AGREEMENT ATN/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 137 of 172 G-4