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MSA v2024.08.28 US.EN US Public Sector Page 4 of 19
<br />receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a
<br />legal process, including in connection with any proceeding to establish a Party’s rights or obligations under this
<br />Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written
<br />notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).
<br />5.7 FOIA/Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, UKG acknowledges
<br />that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information
<br />Act and any state equivalents or other open-records or public disclosure Applicable Laws. Customer may disclose such
<br />information to third parties upon written request to the extent compelled by such Applicable Laws; provided that, prior to
<br />any such disclosure, Customer provides prior written notice of such compelled disclosure (to the extent legally permitted)
<br />and reasonable assistance, at UKG’s cost, if UKG wishes to limit or contest the scope of the disclosure in whole or in
<br />part.
<br />6.Warranty
<br />6.1 Mutual Warranties.Each Party hereby warrants that (a) it has the full right and authority to enter into this Agreement; and
<br />(b) the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any
<br />other agreement of such Party or any judgment, order, or decree by which such Party is bound.
<br />6.2 Subscription Services Warranty.UKG warrants that the Subscription Services will substantially conform with the
<br />Documentation and that the functionality of the Subscription Services will not be materially diminished or adversely
<br />modified. In the event of a breach of the warranty described in this Section, as Customer’s exclusive remedy and UKG’s
<br />sole obligation, at UKG’s cost, UKG will make commercially reasonable efforts to remedy such breach, provided that if
<br />UKG cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in
<br />accordance with Section 7.2.2. Customer agrees to report any non-conformance of the Subscription Services within thirty
<br />(30) days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or
<br />verify the non-conforming aspect of the Subscription Services.
<br />6.3 Professional, Support, and Training Services Warranty.UKG warrants that the Professional Services, Support
<br />Services, and Training Services will be performed by qualified personnel in a good and professional manner. In the event
<br />UKG breaches the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, UKG
<br />will reperform the deficient Professional, Support, or Training Service, at UKG’s cost, provided that if UKG cannot
<br />substantially remedy such breach, then UKG will refund any fees prepaid by Customer for the affected Services.
<br />Customer must report any deficiencies in such Services, including Professional Services, within thirty (30) days of the
<br />completion of the Services.
<br />6.4 Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UKG DISCLAIMS ALL OTHER WARRANTIES
<br />NOT SET FORTH IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF
<br />MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-
<br />INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE
<br />PRACTICE, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND ANY PRODUCTS PROVIDED BY
<br />UKG. UKG DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY OTHER
<br />PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR
<br />SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER
<br />MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED; HOWEVER, ANY
<br />SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS
<br />AGREEMENT (UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE).
<br />6.5 Customer Warranty.Customer warrants that it has all rights and required consents to provide Customer Data to UKG.
<br />7.Term and Termination
<br />7.1 Term of the Agreement.The term of this Agreement commences on the Effective Date and continues until the stated
<br />term in each applicable Order or as otherwise terminated as permitted in this Agreement. At the expiration of the Initial
<br />Term, and at the expiration of each Renewal Term, each as indicated on the Order, the Services will renew upon
<br />Customer's written acknowledgement or payment of the applicable renewal invoice for the duration indicated on the Order
<br />as the Renewal Term. UKG will notify Customer at least sixty (60) days in advance of a Renewal Term.
<br />7.2 Types of Termination
<br />7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least sixty (60) days prior
<br />written notice to be effective at the expiration of the then current Initial Term or a Renewal Term.
<br />REV: 01-16-26 MI
<br />ATTY/AGR.2026.009/UKG Kronos LLC (UKG Telestaff transition to Cloud) (Page 4 of 24)
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