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JD
<br />A more human resource:
<br />subcontractors who are performing the Services, provided that ADP shall remain liable for any unauthorized
<br />disclosure of Client's Confidential Information by those subcontractors, (ii) employees of ADP's Affiliates,
<br />provided such employees are instructed to keep the information confidential as set forth in this Agreement
<br />and (iii) social security agencies, tax authorities and similar third parties, to the extent strictly necessary to
<br />perform the Services. ADP may use Client's and its employees' and other Services recipients' information
<br />in an aggregated, anonymized form, such that neither Client nor such person may be identified, and Client
<br />will have no ownership interest in such aggregated, anonymized data. Client authorizes ADP to release
<br />employee -related data, and such other data as required to perform the Services, to third party vendors of
<br />Client as designated by Client from time to time. Notwithstanding the foregoing, the receiving party may
<br />disclose Confidential Information (x) to the extent necessary to comply with any law, rule, regulation or
<br />ruling applicable to it, (y) as appropriate to respond to any summons or subpoena or in connection with any
<br />litigation and (z) to the extent necessary to enforce its rights under this Agreement.
<br />4.2. Return or Destruction. Upon the request of the disclosing party or upon the expiration or
<br />earlier termination of this Agreement, and to the extent feasible, the receiving party will return or destroy all
<br />Confidential Information of the disclosing party in the possession of the receiving party, provided that each
<br />party may maintain a copy if required to meet its legal or regulatory obligations and may maintain archival
<br />copies stored in accordance with regular computer back-up operations. To the extent that any portion of
<br />Confidential Information of a disclosing party remains in the possession of the receiving party following a
<br />request for return or destruction of same from the disclosing party, such portion of the disclosing party's
<br />Confidential Information shall remain subject to the generally applicable statutory requirements and the
<br />confidentiality protections contained in Section 4.1.
<br />5. Intellectual Property
<br />5.1. Client IP Rights. Except for the rights expressly granted to ADP in this Agreement, all rights,
<br />title and interests in and to Client Content, including all Intellectual Property Rights inherent therein and
<br />pertaining thereto, are owned exclusively by Client or its licensors. Client hereby grants to ADP for the Term
<br />a non-exclusive, worldwide, non -transferable, royalty -free license to use, edit, modify, adapt, translate,
<br />exhibit, publish, reproduce, copy and display the Client Content for the sole purpose of performing the
<br />Services; provided Client has the right to pre -approve the use by ADP of any Client trademarks or service
<br />marks.
<br />5.2. ADP IP Rights. Except for the rights expressly granted to Client in this Agreement, all rights,
<br />title and interest in and to the Services, including all Intellectual Property Rights inherent therein and
<br />pertaining thereto, are owned exclusively by ADP or its licensors. ADP grants to Client for the Term a
<br />personal, non-exclusive, non -transferable, royalty -free license to use and access the ADP Application
<br />Programs solely for the Internal Business Purposes in the Approved Countries and solely up to the
<br />maximum number of Users (if any) indicated in the Pricing and Financial Terms appendix. The ADP
<br />Application Programs do not include any Client -specific customizations unless otherwise agreed in writing
<br />by the parties. Client will not obscure, alter or remove any copyright, trademark, service mark or proprietary
<br />rights notices on any materials provided by ADP in connection with the Services, and will not copy,
<br />recompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work
<br />from, such ADP materials.
<br />5.3. Ownership of Reports. Client will retain ownership of the content of reports and other
<br />materials that include Client Content produced and delivered by ADP as a part of the Services, provided that
<br />ADP will be the owner of the format of such reports. To the extent any such reports or other materials
<br />incorporate any ADP proprietary information, ADP (i) retains sole ownership of such proprietary information
<br />and (ii) provides the Client a fully paid up, irrevocable, perpetual, royalty -free license to access and use same
<br />for its Internal Business Purposes without the right to create derivative works (other than derivative works to
<br />ly for its Internal Business Purposes) or to further distribute any of the foregoing rights outside
<br />yup.
<br />RIETARY AND CONFIDENTIAL TO ADP
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