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A more human resource. <br />implement and render the Services. Client will provide ADP with all reasonable and necessary Client <br />Content in the format requested by ADP, and will otherwise provide all reasonable assistance required of <br />Client in order for ADP to successfully implement the Services. <br />2.3. Use of Services. Client will use the Services in accordance with the terms of this Agreement <br />and solely for its own Internal Business Purposes in the Approved Countries. Client will be responsible for <br />the use of the Services by the Client Group and the Users in accordance with the terms of this Agreement. <br />Client is responsible for the accuracy and completeness of the Client Content provided to ADP. <br />2.4. Errors. Client will promptly review all documents and reports produced by ADP and provided or <br />made available to Client in connection with the Services and promptly notify ADP of any error, omission, or <br />discrepancy with Client's records. ADP will promptly correct such error, omission or discrepancy and, if such <br />error, omission or discrepancy was caused by ADP, then such correction will be done at no additional charge <br />to Client. <br />2.5. Records. Unless expressly included as a part of the Services, and without prejudice to ADP's <br />obligation to retain the data necessary for the provision of the Services, ADP does not serve as Client's record <br />keeper and Client will be responsible for retaining copies of all documentation received from or provided <br />to ADP in connection with the Services to the extent required by law or Client's internal policies. <br />3. Compliance <br />3.1. Applicable Laws. Each party will comply with laws and regulations that affect its business <br />generally, including any applicable anti -bribery, export control and data protection laws. <br />3.2. Design of the Services. ADP will design the Services, including the functions and processes <br />applicable to ADP's performance of the Services, to assist the Client in complying with its legal and <br />regulatory requirements applicable to the Services, and ADP will be responsible for the accuracy of such <br />design. Client and not ADP will be responsible for (i) how it uses the Services to comply with its legal and <br />regulatory requirements and (ii) the consequences of any instructions that it gives to ADP, including as part of <br />the implementation of the Services, provided ADP follows such instructions. Services do not include any legal, <br />financial, regulatory, benefits, accounting or tax advice. <br />3.3. Online Statements. If Client instructs ADP to provide online pay statements, Forms W2, <br />Forms 1099, or Forms 1095-C without physical copies thereof, Client will be exclusively responsible for <br />determining if and to what extent Client's use of online pay statements, Forms W2, Forms 1099, or Forms <br />1095-C satisfies Client's obligations under applicable laws and the consequences resulting from such <br />determinations. <br />3.4. Data Protection Laws. Client represents that Personal Information transferred by Client or at <br />Client's direction to ADP has been collected in accordance with applicable privacy laws, and ADP agrees that <br />it shall only process the Personal Information as needed to perform the Services, or as required or permitted <br />by law. <br />4. Confidentiality <br />4.1. General. All Confidential Information disclosed under this Agreement will remain the exclusive <br />and confidential property of the disclosing party. The receiving party will not disclose to any third party the <br />Confidential Information of the disclosing party and will use at least the same degree of care, discretion and <br />diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own <br />confidential information. The receiving party will limit access to Confidential Information to its employees with <br />a need to know the Confidential Information and will instruct those employees to keep such information <br />ADP may disclose Client's Confidential Information on a need to know basis to (i) ADP's <br />RIETARY AND CONFIDENTIAL TO ADP <br />Page 5 of 14 <br />