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A more human resource:
<br />other Client Group member and ADP may assign any or all of its rights and obligations to any Affiliate of ADP,
<br />provided that any such assignment shall not release the assigning party from its obligations under this
<br />Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their
<br />respective successors and permitted assigns.
<br />15.3. Additional Documentation. In order for ADP to perform the Services, it may be necessary for
<br />Client to execute and deliver additional documents (including reporting agent authorization, client account
<br />agreement, limited powers of attorney, etc.) and Client agrees to execute and deliver such additional
<br />documents.
<br />15.4. Subcontracting. Notwithstanding Section 15.2, ADP reserves the right to subcontract any or all
<br />of the Services, provided that ADP remains fully responsible under this Agreement for the performance of
<br />any such subcontractor. For the avoidance of doubt, third parties used by ADP to provide delivery or courier
<br />services, including the postal service in any country or any third party courier service, and banking institutions,
<br />are not considered subcontractors of ADP.
<br />15.5. Entire Agreement. This Agreement constitutes the entire agreement and understanding
<br />between ADP and Client with respect to its subject matter and merges and supersedes all prior discussions,
<br />agreements and understandings of every kind and nature between the parties. No party will be bound by any
<br />representation, warranty, covenant, term or condition other than as expressly stated in this Agreement. Except
<br />where the parties expressly state otherwise in a relevant exhibit, annex, appendix or schedule, in case of
<br />conflict or inconsistency between these Global Master Terms and Conditions and any such exhibit, annex,
<br />appendix or schedule, the Global Master Terms and Conditions will prevail and control. Purchase orders or
<br />statements of work submitted to ADP by Client will be for Client's internal administrative purposes only and
<br />the terms and conditions contained in any purchase order or statements of work will have no force and effect
<br />and will not amend or modify this Agreement.
<br />15.6. No Third Party Beneficiaries. Except as expressly provided herein or in an applicable exhibit,
<br />annex, appendix or schedule, nothing in this Agreement creates, or will be deemed to create, third party
<br />beneficiaries of or under this Agreement. Client agrees that ADP's obligations in this Agreement are to Client
<br />only, and ADP has no obligation to any third party (including, without limitation, Client's personnel, directors,
<br />officers, employees, Users and any administrative authorities).
<br />15.7. Force Majeure. Any party to this Agreement will be excused from performance of its
<br />obligations under this Agreement, except for Client's obligation to pay the fees to ADP pursuant to Section
<br />11, for any period of time that the party is prevented from performing its obligations under this Agreement due
<br />to an act of God, war, earthquake, civil disobedience, court order, labor disputes or disturbances,
<br />governmental regulations, communication or utility failures or other cause beyond the party's reasonable
<br />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
<br />provision of this Agreement will not constitute a waiver of that provision. The waiver of any provision of this
<br />Agreement shall only be effective if made in writing signed by the authorized representatives of ADP and
<br />Client and shall not operate or be construed to waive any future omission or breach of, or compliance with,
<br />any other provision of this Agreement.
<br />15.9. Headings. The headings used in this Agreement are for reference only and do not define,
<br />limit, or otherwise affect the meaning of any provisions hereof.
<br />15.10. Severability. If any provision of this Agreement is finally determined to be invalid, illegal or
<br />unenforceable by a court of competent jurisdiction, the validity, legality or enforceability of the remainder of
<br />int will not in any way be affected or impaired and such court shall have the authority to modify
<br />illegal or unenforceable provision to the extent necessary to render such provision valid, legal
<br />RIETARY AND CONFIDENTIAL TO ADP
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