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MSA v2024.08.28 US.EN US Public Sector Page 8 of 19
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<br />shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary
<br />resources and expertise to provide the Service. In no event shall Customer have the right to assign the Agreement to a
<br />direct competitor of UKG. This Agreement shall be binding on and inure to the benefit of all permitted predecessors,
<br />successors, and assigns of each Party.
<br />10.10 Force Majeure.If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party
<br />from performing its obligations under this Agreement, including, but not limited to, acts of war, terrorism, uprising, acts of
<br />nature like earthquakes or floods, measures of any governmental authority in response to pandemics, epidemics or other
<br />viral or bacterial outbreaks, civil unrest, embargoes, riots, sabotage, labor shortages, changes in laws or regulations, the
<br />failure of the internet or communications via common networks, failure of payment transfer mechanisms (but not lack of
<br />funds to make payments), power or system failure, or a delay in transportation (collectively “Force Majeure”), each Party
<br />will be excused from performance of its obligations under this Agreement, for the duration of the Force Majeure affecting
<br />such Party, provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure.
<br />Notwithstanding the foregoing, UKG remains obligated to provide disaster recovery portions of the Services to the extent
<br />not also prevented by the Force Majeure.
<br />10.11 Publicity.UKG will not publicize matters relating to Customer’s use of the Services without Customer’s prior consent.
<br />With Customer prior written consent, UKG may identify the Customer as a UKG customer and use Customer’s name,
<br />trademark, and logo, in any and all media, including without limitation, UKG’s advertising literature, marketing materials,
<br />websites, and lists of UKG’s customers; however, such usage shall not be classified as an advertisement but only
<br />identification as an entity who receives the Service from UKG. For the avoidance of doubt, this section does not prohibit
<br />UKG from referencing Customer's name in a verbal format.
<br />10.12 Notice.When either Party needs to provide notification or consent under this Agreement, those notices and consents
<br />must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following:
<br />UKGLegal@ukg.com with a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. All
<br />notices to Customer will be sent to the contact listed on the applicable Order. Notices sent elsewhere will not be
<br />considered effective under this Agreement. Any cure period required under this Agreement will begin on the date the
<br />notice is received.
<br />10.13 eSignature.Each Party agrees that an eSignature (or a facsimile signature by the authorized representative) is evidence
<br />of acceptance of a valid and enforceable agreement.
<br />10.14 No Third Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and they will not
<br />be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement.
<br />10.15 Titles and Headings.Titles and headings of sections of this Agreement are for convenience only and shall not affect the
<br />construction of any provision of this Agreement.
<br />10.16 Relationship of the Parties.The Parties are independent contractors. Nothing in this Agreement shall be deemed to
<br />constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for
<br />any purpose.
<br />10.17 Entire Agreement.This Agreement (and any information in referenced herein, including in an exhibit, schedule,
<br />attachment, annex, or at any URL) along with any corresponding Order, SOW, and Services Description constitute the
<br />entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and
<br />contemporaneous representations, negotiations, and communications between the Parties relating to the Services and
<br />its subject matter. Customer acknowledges that it has not relied upon any such representations, negotiations, and
<br />communications, and waives any rights or claims arising from such representations, negotiations, and communications,
<br />including any claims for fraud or misrepresentation. This Agreement may only be amended in writing signed by each of
<br />the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase
<br />order are null and void. In the event of a conflict between the provisions contained in this Agreement and those contained
<br />in an Order, SOW, or Services Description, the following order of precedence shall apply: (1) the Order, (2) this
<br />Agreement, (3) Services Description, and (4) the SOW.
<br />10.18 Insurance.During the Order Term, UKG shall maintain appropriate insurance coverage and will provide appropriate
<br />Certificates of Insurance and endorsements.ௗ8.*SUHVHQWO\PDLQWDLQVLQVXUDQFHFRYHUDJHUDWHG<br />$-' “Excellent” by A.M.
<br />Best for the following risks in the following minimum amounts in United States Dollars:
<br />-Commercial*HQHUDO/LDELOLW\,QVXUDQFH ௗ2 PLOOLRQDJJUHJDWH 1 PLOOLRQSHURFFXUUHQFHLQFOXGLQJPLOOLRQ
<br />personal injury. Customer is included as an additional insured via blanket endorsement for Commercial General
<br />Liability and ongoing operations. Such protection shall allow and be endorsed primary and non-contributory with
<br />respect to Customer’s insurance, but only with respect to UKG’s sole negligence or willful misconduct.
<br />REV: 01-16-26 MI
<br />ATTY/AGR.2026.009/UKG Kronos LLC (UKG Telestaff transition to Cloud) (Page 8 of 24)
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