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A more human resource: processing services, or otherwise share or distribute the Services, to any party outside the Client Group, unless expressly contemplated by this Agreement. 1.2.27. "Personal Information" means any information relating to an identified or identifiable natural person. An identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to such person's physical, physiological, mental, economic, cultural or social identity. 1.2.28. "Renewal Term" has the meaning set forth in Section 12.1. 1.2.29. "Services" means the services listed on the cover page of this Agreement (including implementation services related thereto) and such other services as the parties may agree to be performed from time to time. 1.2.30. "SOC 1 Reports" has the meaning set forth in Section 9.1. 1.2.31. "Tax Locator" has the meaning set forth in Section 14.2.1. 1.2.32. "Term" means the Initial Term together with each Renewal Term, if any. 1.2.33. "Third Party Provider" means Cherry Roads, Technologies, Inc., Client's third party payroll, enterprise resource planning, recruiting, talent management, applicant tracking system, or other third parry business process outsourcing provider. 1.2.34. "Third Party Provider Agreement" means the agreement executed by Client and Third Party Provider relating to the provision by Third Party Provider and the receipt by Client of certain services (including, without limitation, the Alliance Services). The Third Party Provider Agreement includes, without limitation, the schedules, exhibits, order forms, and other similar documents signed by Third Party Provider and Client pursuant to which Third Party Provider and Client agree on the fees payable by Client to Third Party Provider with respect to the Alliance Services to be provided by ADP to Client pursuant to this Agreement. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, Client acknowledges and agrees that, except for provisions relating to the payment of fees by Client to Third Party Provider in connection with the Alliance Services, nothing contained in the Third Party Provider Agreement will be deemed to modify, amend, replace, or otherwise affect the terms and conditions of this Agreement. 1.2.35. "Transition Services" has the meaning set forth in Section 13.1. 1.2.36. "User" means any single natural person who, subject to the terms of this Agreement, is authorized by Client to use, access or receive the Services. 2. Provision and Use of Services 2.1. Provision of Services. ADP, or one of its Affiliates, will provide the Services to Client Group in accordance with the terms of this Agreement. ADP will provide the Services in a good, diligent and professional manner in accordance with industry standards, utilizing personnel with a level of skill commensurate with the Services to be performed. ADP's performance of the Services (including any applicable implementation activities) is dependent upon the timely completion of Client's responsibilities and obligations under this Agreement. Without limitation of the foregoing, Client will timely provide the Client Content necessary for ADP to provide the Services. 2.2. Cooperation. ADP and Client will work together to implement the Services. Client will cooperate with ADP and execute and deliver all documents, forms, or instruments necessary for ADP to RIETARY AND CONFIDENTIAL TO ADP Page 4 of 14