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MSA v2024.08.28 US.EN US Public Sector Page 5 of 19 7.2.2 For Cause. Either Party may terminate this Agreement, or any Service identified in an Order, if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the non- performance within thirty (30) days of written notice of such default with reasonably sufficient detail regarding the alleged breach, provided that UKG may immediately terminate (if necessary to prevent immediate and irreparable harm) or suspend Customer’s access to the Services without notice if Customer is in breach of the “Use Restrictions” or “Confidentiality” sections of this Agreement, or the Acceptable Use Policy to prevent further harm provided, however that in the event of a temporary suspension UKG will work with Customer to mitigate the breach and restore functionality. If the breach is not cured within the cure period, then UKG may terminate. Either Party may immediately terminate this Agreement and all Orders if the other Party has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy. Other than as expressly permitted in this Agreement, or an Order, SOW, or Services Description, neither Party may terminate this Agreement and each Party remains fully obligated to the terms and conditions herein. 7.2.3 For Non-Appropriation of Funds. If Customer is a US Federal, State, or Local governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement, then, to the extent required by law, the following will apply: Customer may terminate the Service in the event of a reduction in appropriations to any fund(s) from which UKG is to be paid for Services ordered under this Agreement but not yet delivered. Customer will provide a ninety (90) day prior written notice in the event of such termination to UKG and Customer agrees to pay for the products delivered and the services performed by UKG prior to the effective date of such notice. In the event of such termination, Customer shall not be entitled to a refund of pre-paid Services, such as the support fees. Customer acknowledges that by executing an Order Form for the Services, Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term (as applicable) as indicated on such Order. 7.3 Effects of Termination.The following terms apply if an Order is terminated for any reason: 7.3.1 Fees.All fees will be paid by Customer for amounts owed through the effective date of termination, and, if the Order is terminated for UKG’s breach of the Agreement, any fees prepaid by Customer for the Service not rendered prior to the effective date of termination will be credited against Customer’s account, with any remaining amounts refunded to Customer within thirty (30) days of the effective date of termination. 7.3.2 Cessation of Services. UKG will cease to provide the Services to Customer and Customer’s right to use and access the Subscription Services will end as of the effective date of termination. If Customer requires access to the Subscription Services after the effective date of termination or transition assistance, such access and assistance will be subject to mutual agreement and additional fees, under a separate Order or SOW, and will be subject to the terms and conditions of this Agreement. 7.3.3 Deletion of Customer Data.UKG will delete Customer Data after Customer’s rights to access the Subscription Services and retrieve Customer Data have ended, unless otherwise provided under this Agreement, a Services Description, Order, SOW, or another document. UKG will delete Customer Data in a series of steps and in accordance with UKG’s standard business practices for destruction of Customer Data and system backups. UKG has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of UKG’s data management program(s) or practice(s), and in accordance with Applicable Laws. 7.3.4 Confidential Information.UKG and Customer will each return or destroy any Confidential Information of the other Party, with any retained Confidential Information remaining subject to this Agreement. 7.3.5 Transition Services. Customer’s right to use the Service will end as of the effective date of termination. Provided Customer is not in breach of this Agreement, UKG will extend access to and use of the Services to Customer for up to six (6) months (the “Transition Period”) for the purpose of transitioning to a replacement system. Such access and use of the Services is subject to and governed by the terms and conditions of the terminated Agreement including, but not limited to, the Fees, Acknowledgements, Warranty, and Limitation of Liability sections (which terms and conditions shall survive during the Transition Period). In addition, if requested by Customer, UKG shall provide consulting services to Customer during the Transition Period for an orderly transition at the then current published rate for consulting services. Upon termination or expiration of the Transition Period, all rights and licenses granted hereunder shall immediately terminate and revert to UKG. 8.Indemnification 8.1 Claims Against Customer.UKG will defend Customer and Customer’s respective directors, officers, and employees, who are acting on behalf of Customer (“Customer Indemnified Parties”), from and against any and all third party Claims to the extent the Services or Documentation infringe or misappropriate any registered copyright or patent. UKG will REV: 01-16-26 MI ATTY/AGR.2026.009/UKG Kronos LLC (UKG Telestaff transition to Cloud) (Page 5 of 24)