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MSA v2024.08.28 US.EN US Public Sector Page 7 of 19
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<br />PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE
<br />AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH
<br />APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE
<br />AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF
<br />ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
<br />10.General
<br />10.1 Jurisdiction & Dispute Resolution.This Agreement is governed by and is to be interpreted solely in accordance with
<br />the laws of the State of California, without regard to any conflict of law provision that would result in the application of a
<br />different body of law, and each Party agrees to submit to exclusive venue in the courts in San Mateo County, California
<br />in any dispute arising out of or relating to this Agreement. The United Nations Commission on International Trade Law,
<br />the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information
<br />Transactions Act (UCITA) will not apply to this Agreement.
<br />10.2 Federal Government Use Provision. If the ultimate end user is a U.S. federal government entity, then it acknowledges
<br />that the Subscription Services, Equipment and Documentation consist of “commercial services” and “commercial
<br />products,” as defined in FAR 2.101, consisting of “commercial computer software,” “commercial computer software
<br />documentation” and "technical data" as these terms are used in FAR 12.211-12.212 and in DFARS 227.7202, as
<br />applicable. All such government end users will comply with this Agreement while using Subscription Services, Equipment
<br />and Documentation. the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose
<br />commercial computer software, commercial computer software documentation, and technical data furnished in
<br />connection with the Subscription Services, Equipment and Documentation shall be as provided in this Agreement, except
<br />that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in
<br />accordance with DFARS 252.227-7015. If such Customer needs any additional rights, it must negotiate a mutually agreed
<br />addendum to these Agreement specifically granting those rights.
<br />10.3 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable
<br />jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents
<br />that it is not on any U.S. government denied- party list and it shall not make the Services available to any person or entity
<br />that (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of
<br />prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to proliferation of weapons of
<br />mass destruction.
<br />10.4 UKG’s Employer Obligations. UKG is responsible for compliance with all requirements and obligations relating to its
<br />employees under all Applicable Laws including, but not limited to, employer’s obligations under laws relating to: payroll,
<br />income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex,
<br />race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution
<br />and withholding; unemployment insurance; employer’s liability insurance; worker’s compensation; veteran’s rights; and
<br />all other employment, labor, or benefits related laws.
<br />10.5 Human Trafficking and Modern Slavery.UKG shall comply with all Applicable Laws regarding slavery and human
<br />trafficking of the state, province, and country/countries in which they are performing the Services and doing business,
<br />including, but not limited to, the California Transparency in Supply Chains Act and the United Kingdom Modern Slavery
<br />Act.
<br />10.6 E-Verify.To the extent required by Applicable Laws, UKG agrees to utilize the U.S. Department of Homeland
<br />Security's E-Verify system, to verify the employment eligibility of all persons assigned by UKG to perform work in the
<br />United States pursuant to this Agreement.
<br />10.7 Severability and Waiver.The invalidity or illegality of any provision in this Agreement will not affect the validity of any
<br />other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this Agreement will
<br />not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party.
<br />10.8 Surviving Provisions.Provisions in this Agreement which by their nature are intended to survive in the event of a dispute
<br />or because their obligations continue past termination of the Agreement, including provisions relating to
<br />acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and
<br />termination, will so survive.
<br />10.9 Assignment.This Agreement cannot be assigned by a Party, whether by operation of law or otherwise, without the prior
<br />written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety (including
<br />all Orders and Statements of Work) as part of a merger, acquisition, transfer, or sale of all or substantially all of its assets,
<br />stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions
<br />of this Agreement, the Orders, and Statements of Work. In the event of such an assignment, the non-assigning party
<br />REV: 01-16-26 MI
<br />ATTY/AGR.2026.009/UKG Kronos LLC (UKG Telestaff transition to Cloud) (Page 7 of 24)
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