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A more heman rewu¢e. <br />Global Master Terms and Conditions <br />1. Definitions <br />1.1. ADP HCM Services <br />1.1.1. Alliance Services. Compliance -related services to assist in the following: <br />1.1.1.1. ADP Employment Tax Services. Coordination of payroll -related tax <br />and/or regulatory agency deposits, filings, and reconciliations on behalf of employers. <br />1.2. General <br />1.2.1. "ADP" has the meaning set forth on the cover page. <br />1.2.2. "ADP Application Programs" means the computer software programs and related <br />Documentation, including any updates, modifications or enhancements thereto, that are either delivered or <br />made accessible to Client through a hosted environment by ADP in connection with the Services. <br />1.2.3. "Affiliate" means, with respect to any entity, any other entity that controls, is <br />controlled by or under control with such first entity. For purposes of this Agreement, "control" (or variants <br />of it) means the ability, whether directly or indirectly, to direct the management and action of an entity by <br />means of ownership, contract or otherwise. <br />1.2.4. "Agreement" means this Global Master Services Agreement, consisting of the <br />signature pages, the Global Master Terms and Conditions, all exhibits, annexes, appendices and <br />schedules, and each Amendment, if any. <br />1.2.5. "Alliance Services" means the following services comprising a part of the Services <br />provided under the Agreement for use in the Approved Country: Employment Tax Services, Print and <br />Online Statement Services, Tax Credit Services (WOTC services only), Wage Garnishment Disbursement <br />Services, Wage Garnishment Disbursement Services, Wage Garnishment Services, and Wage Payment <br />Services. <br />1.2.6. "Amendment" means a written amendment to this Agreement modifying, <br />supplementing or amending the terms and conditions of this Agreement. <br />1.2.7. "Approved Country" means each country in which, subject to the terms of this <br />Agreement, Client is authorized to use or receive the Services. A list of Approved Countries for each <br />Service is set forth in the Pricing and Financial Terms appendix. For purposes of the Alliance Services, <br />Approved Country means the United States of America, which is the only country in which Client is <br />authorized to use or receive the Alliance Services subject to the terms of this Agreement. <br />1.2.8. "Business Day" means any day, except a Saturday, Sunday or a day on which <br />ADP's bank is not open for business in the applicable jurisdiction where services are provided by ADP. <br />1.2.9. "Client" has the meaning set forth on the cover page. <br />1.2.10. "Client Content" means all information and materials provided by Client, its agents <br />or employees, regardless of form. <br />1.2.11. "Client Group" means Client and Client's Affiliates listed in the Pricing and Financial <br />Terms appendix who are authorized to receive the Services. <br />RIETARY AND CONFIDENTIAL TO ADP <br />Page 2 of 14 <br />