|
3.1. Applicable Laws. Each party will comply with laws and regulations that affect its business generally,
<br />including any applicable anti -bribery, export control and data protection laws.
<br />3.2. Design of the Services. ADP will design the Services, including the functions and processes applicable to
<br />ADP's performance of the Services, to assist the Client in complying with its legal and regulatory requirements
<br />applicable to the Services, and ADP will be responsible for the accuracy of such design. Client and not ADP will be
<br />responsible for (i) how it uses the Services to comply with its legal and regulatory requirements and (it) the consequences
<br />of any instructions that it gives to ADP, including as part of the implementation of the Services, provided ADP follows such
<br />instructions. Services do not include any legal, financial, regulatory, benefits, accounting or tax advice.
<br />3.3. Online Statements. If Client instructs ADP to provide online pay statements, Forms W2, Forms 1099,
<br />or Forms 1095-C without physical copies thereof, Client will be exclusively responsible for determining if and to what
<br />extent Client's use of online pay statements, Forms W2, Forms 1099, or Forms
<br />1095-C satisfies Client's obligations under applicable laws and the consequences resulting from such
<br />determinations.
<br />3.4. Data Protection Laws. Client represents that Personal Information transferred by Client or at Client's direction
<br />to ADP has been collected in accordance with applicable privacy laws, and ADP agrees that it shall only process the
<br />Personal Information as needed to perform the Services, or as required or permitted by law.
<br />4. Confidentiality
<br />4.1. General. All Confidential Information disclosed under this Agreement will remain the exclusive and confidential
<br />property of the disclosing party. The receiving party will not disclose to any third party the Confidential Information of the
<br />disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential
<br />Information of the disclosing party as it uses with respect to its own confidential information. The receiving party will limit
<br />access to Confidential Information to its employees with a need to know the Confidential Information and will instruct those
<br />employees to keep such information confidential. ADP may disclose Client's Confidential Information on a need to
<br />know basis to (i) ADP's subcontractors who are performing the Services, provided that ADP shall remain liable for any
<br />unauthorized disclosure of Client's Confidential Information by those subcontractors, (ii) employees of ADP's Affiliates,
<br />provided such employees are instructed to keep the information confidential as set forth in this Agreement and (iii) social
<br />security agencies, tax authorities and similar third parties, to the extent strictly necessary to perform the Services. ADP
<br />may use Client's and its employees' and other Services recipients' information in an aggregated, anonymized form, such
<br />that neither Client nor such person may be identified, and Client will have no ownership interest in such aggregated,
<br />anonymized data. Client authorizes ADP to release employee -related data, and such other data as required to perform
<br />the Services, to third party vendors of Client as designated by Client from time to time. Notwithstanding the foregoing,
<br />the receiving party may disclose Confidential Information (x) to the extent necessary to comply with any law, rule,
<br />regulation or ruling applicable to it, (y) as appropriate to respond to any summons or subpoena or in connection with any
<br />litigation and (z) to the extent necessary to enforce its rights under this Agreement.
<br />4.2. Return or Destruction. Upon the request of the disclosing party or upon the expiration or earlier termination
<br />of this Agreement, and to the extent feasible, the receiving party will return or destroy all Confidential Information of the
<br />disclosing party in the possession of the receiving party, provided that each party may maintain a copy if required to meet
<br />its legal or regulatory obligations and may maintain archival copies stored in accordance with regular computer back-up
<br />operations. To the extent that any portion of Confidential Information of a disclosing party remains in the possession of
<br />the receiving party following a request for return or destruction of same from the disclosing party, such portion of the
<br />disclosing party's Confidential Information shall remain subject to the generally applicable statutory requirements and the
<br />confidentiality protections contained in Section 4.1.
<br />5. Intellectual Property
<br />5.1. Client IP Rights. Except for the rights expressly granted to ADP in this Agreement, all rights, title and interests
<br />in and to Client Content, including all Intellectual Property Rights inherent therein and pertaining thereto, are owned
<br />exclusively by Client or its licensors. Client hereby grants to ADP for the Term a non-exclusive, worldwide, non-
<br />transferable, royalty -free license to use, edit, modify, adapt, translate, exhibit, publish, reproduce, copy and display the
<br />Client Content for the sole purpose of performing the Services; provided Client has the right to pre -approve the use by
<br />ADP of any Client trademarks or service marks.
<br />EXHIBIT G ADP MASTERS ERVICES AGREEM ENT
<br />ATN/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
<br />REV: 05-13-19 PR Page 138 of 172
<br />G-5
<br />
|