Agmt19 CherryRoad Technologies, Inc.

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12.3. Suspension. Without limiting the foregoing, the parties agree that Payment Services involve credit risk to ADP. Payment Services may be suspended by ADP (A) immediately following notice to Client (i) that Client has failed to remit sufficient, good and available funds within the deadline and via the method of delivery set forth in Appendix 1 as it relates to the applicable Payment Ser0ces, or (ii) if Client breaches any rules promulgated by the NACHA as it relates to ADP conducting ACH transactions on behalf of Client, and (B) with 24 hour notice if. (i) a bank notifies ADP that it is no longer willing to originate debits from Client's accounts) or credits for Client's behalf for any reason or (ii) the authorization to debit Client's account is terminated or ADP reasonably believes that there is or has been fraudulent activity on the account. If the Payment Services are terminated or suspended pursuant to Sections 12.2 or 12.3, Client acknowledges that ADP shall be entitled to allocate any funds in ADP's possession that have been previously remitted or otherwise made available by Client to ADP relative to the Payment Services in such priorities as ADP may determine appropriate, including reimbursing ADP for payments made by ADP on Client's behalf to a third party. If the Payment Services are terminated by ADP, Client understands that it will (x) immediately become solely responsible for all of Client's third party payment obligations covered by the Payment Services then or thereafter due (including, without limitation, for ADP Employment Tax Services, any and all penalties and interest accruing after the date of such termination, other than penalties and interest for which ADP is responsible under Section 7.3.1), and (y) reimburse ADP for all payments properly made by ADP on behalf of Client to any payee, which has not been paid or reimbursed by Client. If the Payment Services remains suspended for 30 days, the affected Payment Service shall be deemed terminated on the 31st day following suspension. 12.4. Additional Termination Provisions. 12.4.1. Additional Termination Provisions for ADP Employment Tax Services. If the Employment Tax Services in the United States are terminated, Client's access to ADP websites containing Client's data will expire 90 days from the effective date of the termination, and Client will be responsible for downloading all relevant data, including Statements of Deposit (SODS) prior to the expiration of such access. ADP may terminate the Tax Locator feature of the ADP Employment Tax Services at any time by providing 30 days written notice to Client. 13. Transition Services 13.1. Scope. Upon expiration or termination of the Services, subject to Sections 13.2 and 13.3, ADP shall provide Client and its designee(s) with reasonable transition services ("Transition Services") consisting of continuation of the terminated Services and, if requested by Client and mutually agreed by the parties in an Amendment, any additional services (including technical assistance) that will be delivered at ADP's then prevailing rates. In connection with the Transition Services, ADP will not be required to provide any third party with access to ADP's systems, intellectual property or any Confidential Information of ADP. 13.2. Performance of Obligations. During the provision of Transition Services, ADP and Client shall continue to perform their respective obligations under this Agreement, including, with respect to ADP, the provision of ongoing Services to Client and with respect to Client, the payment of all fees for such Services specified in the Pricing and Financial Terms appendix. 13.3. Past Due Amounts. If ADP has terminated this Agreement due to Client's failure to pay fees, ADP's provision of Transition Services will be subject to Client's payment of all past due amounts and ADP may require Client to prepay for any Transition Services. With respect to Alliance Services, if ADP has terminated this Agreement due to Client's and/or Third Party Providers failure to pay fees, ADP's provision of Transition Services relating to the Alliance Services will be subject to Client's and/or Third Party Provider's payment of all past due amounts and ADP may require Client and/or Third Party Provider to prepay for any Transition Services. 14. Additional Terms 14.1. Alliance Services. The following additional terms and conditions apply to the Alliance Services: 14.1.1. Client Vendors. Client will at its own cost make all necessary arrangements with its third party vendors (including, without limitation, Third Party Provider) to cause such vendors to send data to and receive data from ADP as required for ADP to provide the Alliance Services. Client shall reimburse ADP for any costs ADP is required to bear in connection with or arising out of any such transmissions of data from and/or to such third party vendors. 14.1.2. Additional Termination or Suspension. In addition to the termination rights setforth elsewhere EXHIBIT ADP MASTER SERVICES AGREEMENT ATN/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 142 of 172 G-9