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A mare human resource. - 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 Provider's 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 parry vendors. 14.1.2. Additional Termination or Suspension. In addition to the termination rights set forth elsewhere 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 Parry 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. )artment's Electronic Federal Tax Payment System (EFTPS) to monitor their accounts and RIETARY AND CONFIDENTIAL TO ADP Page 11 of 14