Agmt19 CherryRoad Technologies, Inc.

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in the Agreement, and notwithstanding anything to the contrary contained in the Agreement or otherwise, Client acknowledges and agrees that ADP may, in its sole discretion: 14.1.2.1. terminate the Agreement with respect to all or any portion of the Alliance Services immediately upon notice to Client in the event that the master agreement between ADP and Third Party Provider terminates or otherwise expires; 14.1.2.2. suspend and/or terminate all or any portion of the Alliance Services upon the direction of Third Party Provider to take such action as a result of Client's failure to pay all applicable fees and expenses due to Third Party Provider for the Alliance Services (and in such event, Client shall hold ADP harmless from any and all negative or adverse consequences to Client, Client Group, their respective employees, and their families and dependents resulting from ADP suspending or terminating all or any portion of the Alliance Services in accordance with such direction from Third Party Provider); and 14.1.2.3. suspend all or any portion of the Alliance Services in the event that Third Party Provider is in breach of its obligations to pay ADP the corresponding fees for the Alliance Services owed to ADP by Third Party Provider with respect to the Alliance Services provided to Client pursuant to this Agreement. 14.2. ADP Employment Tax Services. The following additional terms and conditions apply to the ADP Employment Tax Services: 14.2.1. ADP Tax Locator. The ADP Employment Tax Services in the United States shall include access to the tax locator, a tool which helps Client locate municipal, school district, county and state codes and tax rates for new hires and transferred employees based upon their work and home addresses ("Tax Locator"). Client is solely responsible for the accuracy of data Client inputs into the Tax Locator, and the data Client generates and uses from the Tax Locator. 14.2.2. Important Tax Information (IRS Disclosure) for U.S.Only. Notwithstanding Client's engagement of ADP to provide the ADP Employment Tax Services in the United States, please be aware that Client remains responsible for the timely filing of payroll tax returns and the timely payment of payroll taxes for its employees. The Internal Revenue Service recommends that employers enroll in the U.S. Treasury Department's Electronic Federal Tax Payment System (EFTPS) to monitor their accounts and ensure that timely tax payments are being made for them, and that online enrollment in EFTPS is available at wvvw.eftps.gov,, an enrollment form may also be obtained by calling (800) 555- 4477; that state tax authorities generally offer similar means to verify tax payments; and that Client may contact appropriate state offices directly for details. 14.3. Payment Services. The following additional terms and conditions apply to the Payment Services: 14.3.1. Client Credentialing. Client understands and acknowledges that the implementation and ongoing provision of Payment Services are conditioned upon Client passing (and continuing to pass) a credentialing process that ADP may deem necessary in connection with the provision of Payment Services. 14.3.2. Additional Requirements. Payment Services may be subject to the rules and standards of any applicable clearing house, payment and/or card networks or associations. Client and ADP each agree to comply with all such rules and standards applicable to it with respect to the Payment Services. 14.3.3. Funding Obligations. Client acknowledges that ADP is not a lender. As such, as a condition to receiving services, Client will remit or otherwise make available to ADP sufficient, good and available funds within the agreed -to deadline and via the agreed -to method of delivery to satisfy all of Client's third -party payment obligations covered by the Agreement. ADP will apply such funds to satisfy such third -party payment obligations. ADP will not be required to provide Payment Services if ADP has not received all funds required to satisfy Client's third -party payment obligations. Client will immediately notify ADP if it knows or should know that it will not have sufficient funds to satisfy the amounts required in connection with the Payment Services. If Client has a material adverse change in its condition, ADP may modify the funding method or deadline by which funds must be made available to ADP for payment to Payees. Client agrees to pay toADP upon demand any amounts that have been paid by ADP to satisfy Client's third party payment obligations prior to receiving such amounts from Client. EXHIBIT ADP MASTERS ERVICES AGREEMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 143 of 172 G-10