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14.3.4. Investment Proceeds; Commingling of Client Funds. IF ADP RECEIVES CLIENT'S FUNDS IN
<br />ADVANCE OF THE TIME ADP IS REQUIRED TO PAY SUCH FUNDS TO THIRD PARTIES, ALL AMOUNTS EARNED
<br />ON SUCH FUNDS, IF ANY, WHILE HELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP. ADP may commingle
<br />Client's funds with similar funds from other clients and with similar ADP and ADP -administered funds. ADP utilizes a
<br />funds control system that maintains general ledger entries by client and/or by jurisdiction.
<br />14.3.5. Recovery of Funds; Stop Payment Requests. Client agrees to cooperate with ADP and any other
<br />third parties to recover funds erroneously issued or transferred to any Payee or credited to any Payee's account. If Client
<br />desires to stop payment on any check or to recall or reverse any electronic payment, Client will provide ADP with a
<br />stop payment request in the form required by ADP. Client acknowledges that ADP's placement of a stop order
<br />request is not a guarantee that such stop payment will occur.
<br />15. Miscellaneous
<br />15.1. Amendment. Except as set forth in the Change Control Procedures set forth in the Pricing and Financial
<br />Terms appendix, this Agreement may not be modified, supplemented or amended, except by a writing signed by the
<br />authorized representatives of ADP and Client.
<br />15.2. Assignment. Neither this Agreement, nor any of the rights or obligations under this Agreement, may be
<br />assigned by any party without the prior written consent of the other party, such consent not to be unreasonably withheld.
<br />However, Client may assign any or all of its rights and obligations to any other Client Group member and ADP may assign
<br />any or all of its rights and obligations to any Affiliate of ADP, provided that any such assignment shall not release the
<br />assigning party from its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of
<br />the parties hereto and their respective successors and permitted assigns.
<br />15.3. Additional Documentation. In order for ADP to perform the Services, it may be necessary for Client to
<br />execute and deliver additional documents (including reporting agent authorization, client account agreement, limited
<br />powers of attorney, etc.) and Client agrees to execute and deliver such additional documents.
<br />15.4. Subcontracting. Notwithstanding Section 15.2, ADP reserves the right to subcontract any or all of the
<br />Services, provided that ADP remains fully responsible under this Agreement for the performance of any such
<br />subcontractor. For the avoidance of doubt, third parties used by ADP to provide delivery or courier services, including
<br />the postal service in any country or any third party courier service, and banking institutions, are not considered
<br />subcontractors of ADP.
<br />15.5. Entire Agreement. This Agreement constitutes the entire agreement and understanding between ADP and
<br />Client with respect to itssubject matter and merges and supersedes all prior discussions, agreements and understandings
<br />of every kind and nature between the parties. No party will be bound by any representation, warranty, covenant, term or
<br />condition other than as expressly stated in this Agreement. Except where the parties expressly state otherwise in a
<br />relevant exhibit, annex, appendix or schedule, in case of conflict or inconsistency between these Global Master Terms
<br />and Conditions and any such exhibit, annex, appendix or schedule, the Global Master Terms and Conditions will prevail
<br />and control. Purchase orders or statements of work submitted to ADP by Client will be for Client's internal administrative
<br />purposes only and the terms and conditions contained in any purchase order or statements of work will have no force and
<br />effect and will not amend or modify this Agreement.
<br />15.6. No Third Party Beneficiaries. Except as expressly provided herein orinan applicable exhibit, annex, appendix
<br />or schedule, nothing in this Agreement creates, or will be deemed to create, third party beneficiaries of or under this
<br />Agreement. Client agrees that ADP's obligations in this Agreement are to Client only, and ADP has no obligation to any
<br />third party (including, without limitation, Client's personnel, directors, officers, employees, Users and any administrative
<br />authorities).
<br />15.7. Force Majeure. Any party to this Agreement will be excused from performance of its obligations under
<br />this Agreement, except for Client's obligation to pay the fees to ADP pursuant to Section 11, for any period of time that the
<br />party is prevented from performing its obligations under this Agreement due to an act of God, war, earthquake, civil
<br />disobedience, court order, labor disputes or disturbances, governmental regulations, communication or utility failures or
<br />other cause beyond the party's reasonable control. Such non-performance will not constitute grounds for breach.
<br />15.8. Waiver. The failure by any party to this Agreement to insist upon strict performance of any provision of this
<br />EXHIBIT ADP MASTER SERVICES AGREEMENT
<br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
<br />REV: 05-13-19 PR Page 144 of 172
<br />G-11
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