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Agmt26 UKG
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Agmt26 UKG
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Last modified
2/11/2026 11:42:43 AM
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2/11/2026 11:42:19 AM
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Agreement
PROJECT NAME
UKG Telestaff Services Agreement
Date
1/27/2026
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MSA v2024.08.28 US.EN US Public Sector Page 14 of 19 <br /> <br />Exhibit 2 <br />EQUIPMENT ADDENDUM <br />This Equipment Addendum (“Addendum”) supplements the Agreement (as defined in the Order that incorporates this Addendum) by setting <br />forth certain additional terms and conditions that apply to the purchase and/or rental of Equipment and Equipment Support Servi ces (as <br />applicable). <br />In the event of conflict or inconsistency between any provision contained in the Agreement and any provision contained in this Addendum, <br />with respect to the purchase and/ or rental of Equipment and Equipment Support Services, the provisions contained in this Addendum shall <br />prevail. <br />1. Definitions. <br />In this Addendum, capitalized terms shall have the meanings set out below. Capitalized terms not otherwise defined below have the <br />meaning given to them in the Agreement. <br />“Depot Exchange Service”means the Equipment Support Services option where UKG ships a replacement unit on an advance exchange <br />basis in accordance with the Section 6 below. <br />“Depot Repair Service” means the Equipment Support Services option where Customer has its own inventory of spare terminals and UKG <br />repairs the terminal in accordance with Section 6 below. <br />“Equipment”mean UKG equipment such as time clocks, that are included on the Order. <br />“Equipment Description” means the supplemental terms attached hereto as Exhibits for purchased Equipment or Rental Equipment, as <br />applicable. <br />“Equipment Documentation”means Equipment specifications, such as user manuals and administrator guides, published by UKG via the <br />UKG community portal, accessible at https://www.ukg.com/support. <br />“Equipment Support Services”means Equipment maintenance and support services option stated on the Order. <br />2. Purchase or Rental Equipment. Customer may purchase or rent Equipment from UKG and receive related Equipment Support Services <br />if included on the Order. If Customer purchases Equipment, Exhibit A applies, and if Customer rents Equipment, Exhibit B applies. <br />3. Payment and Invoicing. The price payable by Customer for the purchase or rental of Equipment, and Equipment Support Services as <br />applicable, is set out on the Order. Each Party shall pay shipping costs and fees pursuant to the shipping terms stated on the Order. <br />4. Shipping and Title. <br />4.1 Shipping. UKG shall ship Equipment to Customer in accordance with the following shipping terms, unless otherwise stated on the <br />Order. <br />4.2 Shipments to United States Destinations. Allshipments to or from Customer to destinations within the United States are FOB (Free <br />On Board) Shipping Point, and the shipping party is responsible for all costs and risks of loss, except that for shipments from UKG to <br />Customer utilizing UKG’s preferred carrier, UKG is responsible for the risk of loss during shipment until delivery to the identified <br />destination. For UKG’s initial shipment of purchased Equipment to Customer destinations within the United States, title of the Equipment <br />passes to Customer upon shipment to the identified destination. <br />4.3 Shipments to Destinations Outside of the United States.Shipments to Customer destinations located in countries where UKG or <br />one of its affiliates has an office are DDP (Delivered Duty Paid), and UKG is responsible for all duties and Value Added Taxes (VAT). <br />Shipments to Customer destinations located in countries where UKG or one of its affiliates does not have an office are DAP (Delivered At <br />Place), and Customer is responsible for import clearance, all duties and VAT. Shipments to UKG from a Customer location outside of the <br />United States are DDP, and Customer is responsible for all duties and VAT. For the initial shipment of purchased Equipment to Customer <br />outside of the United States, title of the Equipment passes to Customer upon delivery to the identified destination. <br />4.4 Title. Title to rented Equipment shall always remain with UKG. Except as expressly provided in this Addendum, UKG has and shall <br />maintain sole and exclusive ownership of all rights, title, and interest in the intellectual property of the Equipment and its firmware. <br />5. Customer Responsibilities. <br />REV: 01-16-26 MI <br />ATTY/AGR.2026.009/UKG Kronos LLC (UKG Telestaff transition to Cloud) (Page 14 of 24)
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