HomeMy WebLinkAboutP-25-183 UKG Kronos Systems LLC.pdf P-25-183
County of Fresno
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated May 8, 2025 and is between
3 UKG Kronos Systems, LLC, a Massachusetts Limited Liability Company, whose address is 900
4 Chelmsford St., Lowell, MA 01851 ("Contractor" or"UKG"), and the County of Fresno, a political
5 subdivision of the State of California ("County" or"Customer")and incorporates UKG's Public
6 Sector Master Terms and Conditions attached herein as Exhibit E. .
7 Recitals
8 A. The County has an ongoing need for an automated personnel scheduling system to
9 manage the unique 24/7/365 public safety operations scheduling requirements of the Sheriff-
10 Coroner's Office ("FSO"); and,
11 B. The Contractor agrees that it is qualified to provide services for said system as set forth
12 under this Agreement; and,
13 C. The County has previously licensed and utilized the Contractor's "on-prem" solution and
14 now desires to upgrade that system to Contractor's Telestaff Cloud solution in order to leverage
15 the employee licenses previously acquired,
16 D. Now, therefore, in consideration of the terms and conditions hereinafter contained, the
17 parties agree as follows:
18 Article 1
19 Contractor's Services
20 1.1 Scope of Services. The Contractor shall perform all of the services provided in Exhibit
21 A to this Agreement, titled "Scope of Services."
22 1.2 Representation. The Contractor agrees that it is qualified, ready, willing, and able to
23 perform all of the services provided in this Agreement.
24 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all Applicable
25 Law, including applicable federal, state, and local laws and regulations in the performance of its
26 obligations under this Agreement.
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1 1.4 MSA. The parties agree that the terms of UKG's Master Terms and Conditions— US
2 Public Sector, attached as Exhibit E and incorporated by this reference, shall apply to this
3 Agreement, but in the event of a conflict between the MSA and this Agreement, the terms of this
4 Agreement shall take precedent. All terms of the MSA that do not conflict with this Agreement
5 shall otherwise apply.
6 1.5 Security, Privacy, and compliance with FSO Technology Requirements. The
7 Contractor shall comply with data security requirements set forth in Exhibit F, titled "United
8 States Data Processing Agreement", attached and incorporated by this reference.
9 1.6 Equitable Relief. The Parties acknowledge that in the event a Party breaches any of its
10 covenants or obligations of the confidentiality obligations set forth in this Agreement or infringes
11 or misappropriates the other Party's intellectual property , the other Party is entitled to seek
12 equitable relief, including a restraining order, injunctive relief, specific performance and any
13 other relief that may be available from any court, relating to intellectual property and
14 confidentiality matters without the need to post bond, in addition to any other remedy to which
15 the Party may be entitled at law or in equity.
16 Article 2
17 County's Responsibilities
18 2.1 The County shall provide a project manager as a liaison to the Contractor who will
19 coordinate activities with Contractor. The project manager (or designated alternate) may make
20 decisions on behalf of the County which shall include, but not be limited to, the initiation of any
21 change orders and the approval or acceptance of deliverables specified under this Agreement.
22 Article 3
23 Compensation, Invoices, and Payments
24 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for the
25 performance of its services under this Agreement as described in Exhibit B to this Agreement,
26 titled "Compensation", attached and incorporated by this reference, with year one compensation
27 being $90,480.00, plus $4,999.94 for Cloud implantation fee and year two compensation
28 $90,480.00.
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County of Fresno
1 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
2 under this Agreement is One Hundred Eighty-five Thousand, Nine Hundred Fifty-Nine Dollars
3 and Ninety-four cents ($185,959.94) for the entire two (2) year term of this Agreement pursuant
4 to Exhibit B - Compensation. The Contractor acknowledges that the County is a local
5 government entity and does so with notice that the County's powers are limited by the California
6 Constitution and by State law, and with notice that the Contractor may receive compensation
7 under this Agreement only for services performed according to the terms of this Agreement and
8 while this Agreement is in effect, and subject to the maximum amount payable under this
9 section. The Contractor further acknowledges that County employees have no authority to pay
10 the Contractor except as expressly provided in this Agreement.
11 3.3 Invoices. The Contractor shall submit yearly invoices to
12 County of Fresno, Sheriff-Coroner-Public Administrator's Office
13 2200 Fresno Street
14 Fresno, CA 93721-1703
15 Attention: Account Payables
16 The Contractor shall submit each invoice at least 45 days prior to renewal of licenses.
17 3.4 Payment. The County shall pay each correctly completed and timely submitted invoice
18 within 45 days after receipt. The County shall remit any payment to the Contractor's address
19 specified on the Order.
20 Article 4
21 Term of Agreement
22 4.1 Term. This Agreement is effective retroactive to 01/01/2025 and terminates on
23 12/31/2026, except as provided in Article 6 below titled, "Termination and Suspension."
24
25 Article 5
26 Notices
27 5.1 Contact Information. The persons and their addresses having authority to give and
28 receive notices provided for or permitted under this Agreement include the following:
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P-25-183
County of Fresno
1 For the County:
2 Sheriff-Coroner-Public Administrator's Office, IT Division County of Fresno
County of Fresno
3 2200 Fresno Street
Fresno, CA 93721-1703
4 Sheriff.Payables@fresnosheriff.org
Phone: (559) 600-8100
5
For the Contractor:
6 EVP Chief Legal Officer
7 UKG Kronos Systems, LLC
900 Chelmsford Street
8 Lowell, Ma 01851
UKGLegal@ukg.com
9 5.2 Change of Contact Information. Either party may change the information in section 5.1
10
by giving notice as provided in section 5.3.
11 5.3 Method of Delivery. Each notice between the County and the Contractor provided for or
12
permitted under this Agreement must be in writing, state that it is a notice provided under this
13 Agreement, and be delivered either by personal service, by first-class United States mail, by an
14 overnight commercial courier service, by telephonic facsimile transmission, or electronically
15 which may include Portable Document Format (PDF) document attached to an email.
16 (A) A notice delivered by personal service is effective upon service to the recipient.
17 (g) A notice delivered by first-class United States mail is effective three County
18 business days after deposit in the United States mail, postage prepaid, addressed to the
19
recipient.
20 (C) A notice delivered by an overnight commercial courier service is effective one
21 County business day after deposit with the overnight commercial courier service,
22 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
23 the recipient.
24 (D) A notice delivered by telephonic facsimile transmission or electronically, which
25 may include a PDF document attached to an email is effective when transmission to the
26 recipient is completed (but, if such transmission is completed outside of County business
27 hours, then such delivery is deemed to be effective at the next beginning of a County
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County of Fresno
1 business day), provided that the sender maintains a machine record of the completed
2 transmission.
3 5.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing in
4 this Agreement establishes, waives, or modifies any claims presentation requirements or
5 procedures provided by law in the Government Claims Act (Division 3.6 of Title 1 of the
6 Government Code, beginning with section 810).
7 Article 6
8 Termination and Suspension
9 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are contingent
10 on the approval of funds by the appropriating government agency. If sufficient funds are not
11 allocated, then the County, upon at least 90 days' advance written notice to the Contractor,
12 may:
13 (A) Modify the services provided by the Contractor under this Agreement; or
14 (B) Terminate this Agreement for non-appropriation.
15 Termination of the Agreement for this reason shall not relieve the County of its obligation
16 to pay any amounts due to the Contractor up to the date of termination.
17 6.2 No Penalty or Further Obligation. Any termination of this Agreement by the County
18 under this Article 6 is without penalty to or further obligation of the County.
19 Article 7
20 Independent Contractor
21 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
22 agents, employees, and volunteers, is at all times acting and performing as an independent
23 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
24 venturer, partner, or associate of the County.
25 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
26 manner or method of the Contractor's performance under this Agreement, but the County may
27 verify that the Contractor is performing according to the terms of this Agreement.
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1 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
2 right to employment rights or benefits available to County employees. The Contractor is solely
3 responsible for providing to its own employees all employee benefits required by law.
4 7.4 Services to Others. The parties acknowledge that, during the term of this Agreement,
5 the Contractor may provide services to others unrelated to the County.
6 Article 8
7 Reserved
8
9 Article 9
10 Insurance
11 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
12 Agreement.
13 Article 10
14 Inspections, Audits, and Public Records
15 10.1 State Audit Requirements. If the compensation to be paid by the County under this
16 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
17 California State Auditor, as provided in Government Code section 8546.7, for a period of three
18 years after final payment under this Agreement. This section survives the termination of this
19 Agreement.
20 10.2 Public Records. Notwithstanding any confidentiality obligations in the Agreement, UKG
21 acknowledges and agrees that this Agreement, including the MSA, are public documents and
22 are not confidential. UKG also acknowledges and agrees the County may be compelled to
23 disclose Confidential Information pursuant to the California Public Records Act (California
24 Government Code, Title 1, Division 10, beginning with section 7920.000) ("CPRA"), the Ralph
25 M. Brown Act (California Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with
26 section 54950), or other open-records or public disclosure Applicable Laws. UKG acknowledges
27 that, unless an exemption to disclosure or other law superseding the requirement for disclosure
28 applies, the County may disclose only such Confidential Information to third parties upon written
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County of Fresno
1 request solely to the extent compelled by such Applicable Laws; provided that, prior to any such
2 disclosure, the County provides prior written notice of such compelled disclosure (to the extent
3 legally permitted) and reasonable assistance, at UKG's cost, if UKG wishes to limit or contest
4 the scope of the disclosure in whole or in part.
5 10.3 Public Records Act Requests. If the County receives a written or oral request under
6 the CPRA to publicly disclose any record that is in the Contractor's possession or control, and
7 which the County has a right, under any provision of this Agreement or applicable law, to
8 possess or control, then the County may demand, in writing, that the Contractor deliver to the
9 County, for purposes of public disclosure, the requested records that may be in the possession
10 or control of the Contractor. The Contractor shall cooperate with the County with respect to any
11 County demand for such records. If the Contractor wishes to assert that any specific record or
12 data is exempt from disclosure under the CPRA or other applicable law, it must deliver the
13 record or data to the County and assert the exemption by citation to specific legal authority
14 within the written statement that it provides to the County under this section. The Contractor's
15 assertion of any exemption from disclosure is not binding on the County, but the County will give
16 at least 10 days' advance written notice to the Contractor before disclosing any record subject to
17 the Contractor's assertion of exemption from disclosure.
18 Article 11
19 Disclosure of Self-Dealing Transactions
20 11.1 Applicability. The parties agree that the Contractor is not currently operating as a
21 corporation at the time of the signature of this Agreement, however, this Article 11 applies if the
22 Contractor is operating as a corporation, or changes its status to operate as a corporation.
23 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a self-
24 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
25 Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to the
26 County before commencing the transaction or immediately after.
27 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is a
28 party and in which one or more of its directors, as an individual, has a material financial interest
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1 Article 12
2 General Terms
3 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. The Contractor acknowledges that County employees have no authority to
6 modify this Agreement except as expressly provided in this Agreement.
7 12.2 Governing Law. The laws of the State of California govern all matters arising from or
8 related to this Agreement.
9 12.3 Jurisdiction and Venue. This Agreement is signed in Fresno County, California.
10 Contractor consents to California jurisdiction for actions arising from or related to this
11 Agreement, and, subject to the Government Claims Act, all such actions must be brought and
12 maintained in Fresno County.
13 12.4 Construction. The final form of this Agreement is the result of the parties' combined
14 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
15 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
16 against either party.
17 12.5 Days. Unless otherwise specified, "days" means calendar days.
18 12.6 Headings. The headings and section titles in this Agreement are for convenience only
19 and are not part of this Agreement.
20 12.7 Nondiscrimination. During the performance of this Agreement, the Contractor shall not
21 unlawfully discriminate against any employee or applicant for employment, or recipient of
22 services, because of race, religious creed, color, national origin, ancestry, physical disability,
23 mental disability, medical condition, genetic information, marital status, sex, gender, gender
24 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
25 all applicable State of California and federal statutes and regulation.
26 12.8 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation of
27 the Contractor under this Agreement on any one or more occasions is not a waiver of
28 performance of any continuing or other obligation of the Contractor and does not prohibit
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County of Fresno
1 enforcement by the County of any obligation on any other occasion.
2 12.9 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
3 between the Contractor and the County with respect to the subject matter of this Agreement,
4 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
5 publications, and understandings of any nature unless those things are expressly included in
6 this Agreement. If there is any inconsistency between the terms of this Agreement without its
7 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
8 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
9 exhibits.
10 12.10 Authorized Signature. The Contractor acknowledges to the County that:
11 (A) The Contractor is duly authorized and empowered to sign and perform its
12 obligations under this Agreement.
13 (B) The individual signing this Agreement on behalf of the Contractor is duly
14 authorized to do so and his or her signature on this Agreement legally binds the
15 Contractor to the terms of this Agreement.
16 12.11 Electronic Signatures. The parties agree that this Agreement may be executed by
17 electronic signature as provided in this section.
18 (A) An "electronic signature" means any symbol or process intended by an individual
19 signing this Agreement to represent their signature, including but not limited to (1) a
20 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
21 electronically scanned and transmitted (for example by PDF document) version of an
22 original handwritten signature.
23 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
24 equivalent to a valid original handwritten signature of the person signing this Agreement
25 for all purposes, including but not limited to evidentiary proof in any administrative or
26 judicial proceeding, and (2) has the same force and effect as the valid original
27 handwritten signature of that person.
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1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 12.12 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLLOWS]
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County of Fresno
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
UKG KRONOS SYSTEMS, LLC COUNTY OF FRESNO
3 S 99FSAC594 Signed by:
4 q�viu_ P1F 6f Digitally signed by Riley Blackburn
Riley Blackburn Date:2025.05.0808:05:08.07'00'
7E45 _.
5 Name: Fa rice Pajot Riley Blackburn
Title: sr Mgr. order Processing Purchasing Manager
6
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For accounting use only:
9
Org No.: 31112425
10 Account No.: 7311
Fund No.: 0001
11 Subclass No.: 10000
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P-25-183
County of Fresno
Exhibit A
1 Scope of Services
2
3
UKG Statement of Work for FRESNO COUNTY SHERIFF
4 This Statement of Work(SOW)outlines the scope of services to be provided by UKG for the Professional Service(s)in the corresponding
Order and is subject to the terms and conditions set forth in the UKG Master Services Agreement(MSA)or such other existing underlying
5 agreement between Parties.The scope of services described herein are fixed price and subject to the same terms and conditions as the
corresponding Order.Unless otherwise defined herein,words and expressions defined in the Order shall have the same meaning in this
6 Statement of Work.In the event of a conflict or discrepancy between the terms in this SOW and the MSA,the MSA shall prevail.
1. Professional Services in Scope
7 The Customer has engaged UKG to provide the following Professional Services:
8
This SOW provides for a move from UKG TeleStaff to the Google Cloud Platform. If
9 Purpose applicable,a Version Upgrade will be performed to align to the current Cloud version.
UKG will provide:
10 Introduction call
• Cloud overview call
11 • Installation of UKG TeleStaff Cloud(1)PROD and(1)DEV
Phase 1: • System overview call
Migration to UKG Telestaff Cloud Testing support
12 Go-live support
13 Only those Customizations explicitly defined in Phase 2 of this SOW(if applicable)will
be migrated.
Phase 1: UKG will configure and test Mult-Factor Authentication(MFA)
14 Authentication
2. Service Parameters
15 The following parameters provide an additional set of considerations as it applies to the Project and Professional Services described in
this document:
16
17 The target duration for Phase 1 of this project is 8 working weeks.
• Phase 2 will begin as soon as possible,with team assignment anticipated within 30 days after Phase 1
18 completion,and is expected to be completed within 4 working weeks.
• All services will be delivered remotely.
• Customer is responsible for migration of the database to MS SOL prior to the move to the Cloud if
19 Project Assumptions database is not currently MS SOL.
Move to the Cloud does not include customizations,configuration changes,new features or functionality,
20 other than what is required to facilitate the move to the Cloud.
• Customer is responsible for testing the cloud database,not to exceed a(4)week time period and should
21 mimic current end to end persona-based tasks.
• The project will be closed after eight weeks if customer testing stalls and forward progress toward go live
on the cloud database ceases.
22 Any stated project duration is for guidance only and expected to be as set out in this SOW based upon
UKG's experience with UKG customers and solutions.Scope changes are subject to review and may
23 impact the project duration and cost.If additional work beyond the initial scope of this SOW is needed,
a separate Service Request will be required.
• If the Customer requires services not specified in this SOW,those services will be scoped based upon
24 Scope Changes and
complexity and billed at the then current rate.
Pricing UKG will not be responsible for troubleshooting Subscription Service(s),interfaces or hardware not
25 provided by UKG.
• UKG's quoted pricing does not include customization to the Subscription Service(s),A customization is
defined as any system change that extends the Subscription Service(s)beyond what is provided by the
26 delivered Subscription Service(s).Additional fees will apply if customization is required.Annual
maintenance fees apply to all customizations.These fees are 15%of the cost of the customization.
27 • UKG's quoted pricing does not include the Excluded Items set out in this SOW
UKG Opp-360125_SVC;SOW terms expire rf Order not executed by 12/27/24
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P-25-183
County of Fresno
Exhibit A
1
2 Item Parameters
• Both UKG and the Customer's project team will complete assigned tasks by mutually agreed upon due
3 dates as set forth in the project plan. UKG will not be responsible for delays caused by the Customer's
failure to provide adequate resources for the project or complete tasks promptly.
4 UKG will communicate with the Customer's project manager,the appointed point of contact for Customer
Customer Tasks and on this project.The Customer's project manager will be responsible for all communications and project
5 Communication management among all Customer parties (staff, vendors, consultants) and for the escalation and
resolution of any issues for the Customer.
• All project tasks are completed through UKG's remote deployment model unless otherwise mutually
6 agreed to in advance or via an authorized service request or work order.Travel expenses are not included
and will be invoiced separately as incurred.
7
3. Service Requests
8 Requests for changes to this SOW,additional scope,or activities outside of this planned project scope must be submitted to the UKG
project manager in writing or in the form of an electronic service request.
9 The following excluded items are considered out of scope and will require a service request("Excluded Items"):
• Material changes in the defined scope or effort
10 • Material changes in the number or type of work items to meet the defined scope of effort
• Changes to the project remote delivery model
11 Changes to the project duration
UKG will estimate the time and costs needed to implement the change and its impact on the project's delivery.UKG will perform the
12 requested work once the service request has been completed and signed by the Customer.
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P-25-183
County of Fresno
Exhibit B
Compensation
The Contractor will be compensated for performance of its services under this Agreement as
provided on the Order Form, included in this Exhibit B. The parties agree that the terms and
conditions of the Agreement to which this Exhibit B is attached shall prevail in any conflict
between such Agreement terms and this Exhibit B or the MSA. The Contractor is not entitled to
any compensation except as expressly provided in this Exhibit B.
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P-25-183
County of Fresno
Exhibit B
Quote#:Q-301273
Page 1/4
v I<G
Quote#:Q-301273 Order Type:Quote
Expires:28 Feb.2025 Date:25 Feb,2025
Sales Executive:Michelle Mackey
Effective Date:Effective as of the date of last signature of this Order
Customer Legal Name: Ship To:FRESNO COUNTY SHERIFF
FRESNO COUNTY SHERIFF 2200 FRESNO ST
FRESNO,CA 93721 USA
Customer Legal Address:
2200 FRESNO ST.FRESNO,CA 93721 USA
Bill To:FRESNO COUNTY SHERIFF
2200 FRESNO ST
FRESNO,CA 93721 USA
Bill To Contact: Ship To Contact: Teresa Burgamy
Ship to Phone:5596008103
Ship to Mobile:
Contact:Teresa Burgamy
Email:teresa.burgamy@fresnosheriff.org
Currency:USD Shipping Terms:Shipping Point
Customer PO Number: Ship Method:FedEx Ground
Solution ID:6104754 Freight Term:Prepay&Add
Initial Term:24 months Renewal Tenn:12 months
Uplift Percent:4% Payment Terms:Net 30 Days
Billing Start Date:Upon Signature of Order Form
V K G UKG Krcnos Systems LLC 900 Chelmsford Street Lowell,MA 01851
B-2
P-25-183
County of Fresno
Exhibit B
Quote#:Q-301273
Page 2/4
Subscription Services
Billing Frequency:Annual in Advance
Subscription Services Quantity PEPM Monthly Price
UKG TELESTAFF CLOUD 1.325 USD 520 USD 6,890.00
UKG TELESTAFF CLOUD 125 USD 5.20 USD 650.00
Total Price USD 7,540.00
Professional Services- Fixed Fee
Billing Frequency:Billed 100%upon signature of the order form
Professional Services-Fixed Fee Billing Role Quantity Unit Price Total Price
UKG LAUNCH FIXED FEE Grouped 1 USD 4,999.94 USD 4.999.94
Total Price USD 4,999.94
Quote Summary
Total Monthly SaaS and Equipment Rental Fees USD 7,540.00
Total Fixed Fees USD 4,999,94
Order Notes:
The parties agree that Customer is transitioning from their existing TeleStaff perpetual software licenses(the"Existing Applications")to
the TeleStaff Cloud software as a service offering in the Google Cloud Platform.Software Support for the Existing Applications shall
continue,in accordance with UKG support policies,for up to 60 days after first production use of TeleStaff Cloud by Customer,but in no
event beyond December 31,2025,and shall terminate thereafter.
UKG Telestaff Cloud Monthly Service Fees shall be invoiced at the Billing Frequency indicated on this Order,commencing on the
Billing Start Date.As of the Billing Start Date,UKG will credit Customer for any pre-paid but unused fees for Software Support for the
Existing Applications.Customer may apply credits against any amounts owed to UKG by Customer until such credit is expended.
Customer shall continue to pay the Software Support on the Existing Applications until the Billing Start Date.
January 1,2025-December 31,2025=$95,479.94
SaaS Fees=$90,480+Professional Services=$4,999.94
January 1,2026-December 31,2026-SaaS Fees=$90,480
UKG UKG Kronos Systems LLC 900 Chelmsford Street Lowell,MA 01851
B-3
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Exhibit B
Quote#:Q-301273
Page 4/4
IN WITNESS WHEREOF,the parties have caused this Order to be executed by their authorized representatives and shall be effective
as of the date of the last signature below.
FRESNO COUNTY SHERIFF UKG Kronos Systems LLC
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
The monthly price on this Order has been rounded to two decimal places for display purposes.As many as eight decimal places may
be present in the actual price.Due to the rounding calculations,the actual price may not display as expected when displayed on your
Order.Nonetheless,the actual price on your invoice is the true and binding total for this Order for purposes of amounts owed for the
term.If you are tax exempt,please email a copy of your"Tax Exempt Certificate"to TaxExemption(o)ukq.com along with the quote
number otherwise this order is subject to applicable taxes.The actual tax amount to be paid by Customer will be shown on Customer's
invoice.
UKG is aligning our product brand and announcing that the UKG Dimensions®and UKG Pro®solutions will be one product suite under
the name UKG Pro.Click here to learn more and view examples of current to future names
https://www.ukg.com/one-suite#W hatproductnamesarechanci inciunderU KGDimensions
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P-25-183
County of Fresno
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
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County of Fresno
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
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Exhibit D
Insurance Requirements
1. Required Policies
Contractor, at its sole expense, shall maintain in full force and effect the following insurance
policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of
Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The County of Fresno is included as an additional
insured via blanket endorsement for General Liability and ongoing operations. Such
protection shall be primary and non-contributory with respect to Customer's insurance,
but only with respect to UKG's sole negligence. Upon written request, such blanket
endorsement shall be provided to the County of Fresno.
(B) Automobile Liability. Automobile liability insurance with a combined single limit of not
less than One Million Dollars ($1,000,000) for bodily injury and for property damages.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Technology Professional Liability (Errors and Omissions/Cyber Liability).
Technology professional liability (errors and omissions) insurance with limits of not less
than Five Million Dollars ($5,000,000) per occurrence and an annual aggregate of Five
Million Dollars ($5,000,000). Coverage must encompass all of the Contractor's
obligations under this Agreement, which may include claims involving Cyber Risks.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Data
Processing Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely
disclose data breach or Security Breach; (vii) intentionally removed; (viii) intentionally
removed; (ix) infringement of intellectual property, including but not limited to
infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including
release of private information; (xi) intentionally removed; (xii) damage to or destruction or
alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to the
Contractor's obligations under this Agreement regarding electronic information, including
Personal Information; (xv) intentionally removed; (xvi) intentionally removed; (xvii)
intentionally removed; (xviii) network security; (xix) data breach response costs,
including Security Breach response costs; (xx) regulatory fines and penalties related to
the Contractor's obligations under this Agreement regarding electronic information,
including Personal Information; and (xxi) credit monitoring expenses.
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Exhibit D
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement and upon the written request of
County, Contractor shall provide Customer with a certificate evidencing the above
insurance coverage.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and have
an AM Best, Inc. rating of no less than A-: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, 30 days prior notice of cancellation (10 days for non-payment) will be given
to the Insured in accordance with policy.
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Exhibit E
EKG
EXHIBIT E
Master Terms and Conditions—US Public Sector
These Public Sector Master Terms and Conditions(this"Agreement")is made between the UKG entity("UKG")and the customer
entity signing this Agreement("Customer")and sets forth the terms and conditions governing Customer's use of UKG Software
as a Services offerings,Equipment and other related Professional Training and Support Services that are stated on the Order or
Statement of Work,including any attachments thereto.This Agreement is effective as of the date of the last Party to sign below
("Effective Date"). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to them in the
applicable Order or SOW.
1. Services
1.1 Subscription Services. The Subscription Services will be identified in the Order. During the Initial Term and all
applicable Renewal Terms defined in the Order,UKG will provide the Subscription Services to Customer and Customer
may use such Subscription Services solely for its internal business purposes to manage the type and number of its
employees subject to and conditioned on payment by Contractor of all fees and Customer's compliance with this
Agreement,the Services Description,the Documentation,and the Order.Customer agrees that its purchases are not
contingent on the delivery of any future functionality or features,or dependent on any oral or written public comments
made by UKG regarding future functionality or features.
1.2 Support Services. UKG shall maintain a trained and knowledgeable staff capable of providing support for the
Subscription Services.UKG will use commercially reasonable diligence to correct reproducible errors when reported to
UKG and provide phone,email,or online support 24 hours a day/7 days a week as set forth in the UKG Support Policy
located in the applicable Services Description and also available at httos://www.ukg.com/saas-support-policies-and-
services.UKG will also provide scheduled and periodic enhancements^and modifications to the Subscription Services,
including bug fixes,to correct reproducible errors reported to UKG.
1.3 Professional Services. UKG will provide the Professional Services listed in the Order,in accordance with the applicable
Statement of Work.If Customer requests additional Services that were not previously identified on an Order or Statement
of Work,then the Parties may need to execute additional Orders or Statements of Work.
1.4 Training Services.In connection with a Subscription Service,UKG will provide(a)live virtual training facilitated by a
knowledgeable instructor and delivered remotely via a published schedule intended for(i)the core team to help key
functional and technical users make informed solution design and configuration decisions and to provide fundamental
product knowledge,and(ii)an application and system administrator to prepare functional and technical super users to
perform their most common tasks in the solution;and(b)self-paced product training.Training Services outside the scope
of this section shall be provided by UKG as described in the Order and Statement of Work.
2. Acknowledgements
2.1 Reservation of Rights.The Subscription Services are provided with a limited right to use and are not sold,and UKG
reserves and retains all rights not expressly granted in this Agreement.UKG has and shall maintain sole and exclusive
ownership of all rights,title,and interests in the Services and Documentation,and all modifications and enhancements
thereof(including ownership of all trade secrets,copyrights,trademarks,brands,and other intellectual property rights
pertaining thereto).There will be no"work for hire"created as part of the Services or any deliverables owned by Customer,
and all works,customizations,models,and developments created by UKG shall be considered a part of the Services.
2.2 Use Restrictions. Except as expressly provided in this Agreement, no other use of the Subscription Services is
permitted. Customer may not,and may not cause or permit others to:(a)reverse engineer,disassemble,adapt,translate,
or decompile the Subscription Services,including,without limitation,any third party components,or otherwise attempt to
derive source code, trade secrets, or knowhow from the Subscription Services, (b) license, sell, transfer, assign,
distribute,or outsource use of the Subscription Services or Documentation,or provide service bureau,data processing,
or time sharing access to the Subscription Services,or otherwise use the Subscription Services to provide payroll or
human resource record keeping for third parties;(c)create Internet"links"to the Subscription Services or"frame"or
"mirror"the Subscription Services on any other server, or wireless or Intemet-based device, (d)access or use the
Subscription Services or Documentation to build or support,directly or indirectly,products or services competitive to
UKG;(e)interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein;
(f)attempt to gain unauthorized access to any Subscription Services or its related data,systems,or networks;or(g)
remove or alter any proprietary notices or marks on the Subscription Services or Documentation.
2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request,
recommendation,evaluation,correction,or other feedback about the Services("Feedback"),but if it does,Customer
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%j KG
grants to UKG and its affiliates a worldwide,perpetual,irrevocable,royalty-free license to use,copy,modify,distribute,
disclose,create derivative works,and make and incorporate such Feedback into its Services for any purpose.UKG has
no obligation to incorporate or apply any Feedback to the Services.
2.4 Consent to Subcontract.Customer hereby consents to UKG subcontracting Services to persons or companies qualified
by UKG to provide Services on UKG's behalf.UKG may also fulfill its obligations related to certain Services through its
affiliates.UKG shall be responsible for the actions of its subcontractors and Affiliates.
2.5 Compliance with Laws.UKG shall comply with Applicable Laws in performing its obligations hereunder.Customer shall
comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable
Laws,including,but not limited to,with respect to the configuration and use of the Services and regardless of whether
UKG provides assistance with Customer compliance matters. Customer acknowledges that the specific record retention
requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG_
2.6 Upgrades and Modifications.
2.6.1 Upgrades.The Subscription Services may be upgraded or changed at any time as required by normal business conditions,
provided that such changes will not materially diminish the functionality of the Subscription Services. Any changes to the
Subscription Services will be applicable to all UKG customers of the Subscription Services and material changes will be
deployed with reasonable advance notice.
2.6.2 Modifications.UKG may unilaterally revise its Master Services Agreement('MSA')terms if they are not material. For
revisions that will materially change the terms of the Agreement,the revised MSA terms must be incorporated into the
Agreement which will be published. Any MSA terms or conditions unilaterally revised that are inconsistent with any material
term or provision of this Agreement shall not be enforceable against the Customer,and the Customer shall not be deemed
to have consented to them.
2.7 Acceptable Use.Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached
as Exhibit 1 and which could be found in http://www.ukg.com/acceptable-use-policy("Acceptable Use Policy"),which
requires Customer not to(a)use,or encourage,promote,facilitate or instruct others to use,the Services for any illegal,
harmful or offensive use,or to transmit,store,display, distribute or otherwise make available content that is illegal,
harmful,or offensive,(b)use the Services to violate the security or integrity of any network,computer or communications
system, software application, or network or computing device, (c)interfere with or fail to cooperate with any UKG
investigation of a security incident involving any UKG system, infrastructure or customer data, (d) make network
connections to any users,hosts,or networks unless Customer has permission to communicate with them,and(a)use
the Service to distribute,publish,send,or facilitate the sending of unsolicited mass a-mails or other messages.
2.8 Access Credentials. Except as otherwise provided herein, Customer will not provide any third party with access
credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials.
Customer will be responsible for all acts and omissions of its users.Customer will notify UKG promptly if it leams of any
unauthorized use of any access credentials or any other known or suspected breach of security.If Customer allows use
of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such
department or public agency to execute a separate Order with UKG to establish its own tenant environment, then
Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate,and will
fully cooperate with UKG in enforcing all of its rights to,interests in,and protection of the Services,including in seeking
equitable remedies against any Affiliate that breaches this Agreement.Customer may also allow use of the Subscription
Services by its legally bound contractors,provided such use is solely on Customer's behalf,is strictly in compliance with
the terms and conditions of this Agreement,Customer at all times remains in control of and retains management over
the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor. Customer
authorizes UKG to provide such Customer contractors access to the Subscription Services.
2.9 Connectivity.Customer is responsible for securing,paying for,and maintaining connectivity to the Subscription Services
from Customer's location(s)via the intemet,including any and all related hardware,software,third party services,and
related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such
connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality,speed,
or interruption of the communication lines from the Customer's location(s)to the internet.
3. Fees and Taxes
UKG understands that Customer may be subject to Applicable Laws governing payment,including availability of funds,
timing of payments,late payment interest penalties,and taxes.
3.1 Fees.Customer will pay the fees on the payment terms and in the currency indicated in the Order.For each Order,the
billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time period
indicated as the Initial Term and all Renewal Terms,each as defined on the Order_Customer is responsible to pay for
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Exhibit E
vKG
the Services for the entire Initial Term and each Renewal Term.UKG may increase the fees as set forth in the Order_
The increased fees will be set forth in the applicable invoice. Except as otherwise specified in the Order and this
Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b)
minimum quantities purchased cannot be decreased during the relevant the then current Initial Term or Renewal Term;
(c)additional quantities may be purchased; and(d)payment obligations are non-cancelable and fees paid are non-
refundable.
3.2 Taxes.This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored
by applicable taxing authorities that covers all Taxes.The fees exclude,and Customer will be responsible for,all applicable
sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges of any kind imposed by any
governmental entity in connection with the Services(excluding taxes based solely on UKG's incomeX"Taxes").
3.3 Late Payment.Any invoices not reasonably disputed in writing within thirty(30)days from the date of receipt will be
deemed undisputed and due.All undisputed invoices not paid within thirty(30)days after the date such amounts are due
and payable may accrue interest at a rate up to the maximum allowable by applicable law_Customer will reimburse UKG
for any additional reasonable cost incurred by UKG in connection with collecting any amounts payable under this
Agreement.If Customer is more than thirty(30)days overdue in its payment of an undisputed amount due,then UKG
reserves the right to suspend the Services provided under the applicable Order,but only until such payment is made to
UKG and provided that UKG gives Customer at least ten(10)business days prior written notice of the overdue amount
before UKG suspends the Services. Upon payment in full of all overdue amounts,UKG will restore the Services.
4. Data.Security and Privacy
4.1 Ownership of Customer Data.Customer shall retain ownership of all rights,title,and interests in and to Customer Data.
No ownership rights in Customer Data will transfer to UKG.UKG will maintain backup copies of Customer Data as required
to maintain and provide the Services, but Customer is responsible for maintaining backup copies of all data and
information that Customer inputs into the Services or otherwise provides to UKG.
4.2 Use of Customer Data.Consistent with common Software as a Service(Sees)industry practices and in accordance
with Applicable Laws, UKG collects Customer Data to keep Services regularly up to date with appropriate market
standards and security.All Customer Data collected is used solely for the purpose of providing and improving the Services
and enhancing the customer experience with new functionalities.
4.3 Collection of Personal Information.Services may employ applications and tools that collect and process Personal
Information that may be required by UKG to provide the requested Services or functionality included in or related to those
Services. if Customer wishes to stop the collection and processing of Personal Information,Customer may need to
uninstall or discontinue using certain Services.
4.4 Data Privacy and Security.Each Party agree to comply with Applicable Laws in its processing of Personal Information.
UKG and its subprocessors will process Personal Information in accordance with UKG's DPA.All Customer Data will be
secured and protected as set forth in the Technical and Organizational Measures of UKG's DPA.
5. Confidentiality
5.1 Definition."Confidential Information"is any non-public information relating to a Party that is disclosed pursuant to any
Order or this Agreement, and which reasonably should be understood by the recipient of such information to be
confidential because of(a)legends or other markings;(b)the circumstances of the disclosure;or(c)the nature of the
information itself.
5.2 Exceptions.Information will not be considered Confidential Information if the information was(a)in the public domain
without any breach of this Agreement;(b)disclosed to the receiving Party on a non-confidential basis from a source
lawfully in possession of such Confidential Information and,to the knowledge of the receiving Party,is not prohibited from
disclosing such Confidential Information to receiving Party;(c)released in writing from confidential treatment by disclosing
Party;or(d)is independently developed by the receiving Party without use of or reference to the Confidential Information.
5.3 Nondisclosure.Except as expressly permitted in this section,neither Party will disclose the other Party's Confidential
Information to any third party.
5.4 Protection.Each Party will secure and protect the Confidential Information of the other Party with a reasonable standard
of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as
stringent as it takes to protect its own Confidential Information of like nature,but no less than reasonable precautions.
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Exhibit E
vKG
5.5 Use.Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to
exercise their rights,duties,and obligations under this Agreement.
5.6 Disclosure Exceptions.Confidential Information may be shared with and disclosed to(a)any Affiliate, subcontractor,
or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations
in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality
provisions of this Agreement that apply to the Confidential Information;or(b)any court or governmental agency of
competent jurisdiction,pursuant to a subpoena,order,civil investigative demand or similar process with which the
receiving Party is legally obligated to comply,and of which the receiving Party notifies disclosing Party as required by a
legal process, including in connection with any proceeding to establish a Party's rights or obligations under this
Agreement(provided however that,when permitted by Applicable Law,a Party will give the other reasonable prior written
notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).
5.7 FOIA/Public Disclosure Laws.Notwithstanding any confidentiality obligations in the Agreement,UKG acknowledges
that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information
Act and any state equivalents or other open-records or public disclosure Applicable Laws.Customer may disclose such
information to third parties upon written request to the extent compelled by such Applicable Laws,provided that,prior to
any such disclosure,Customer provides prior written notice of such compelled disclosure(to the extent legally permitted)
and reasonable assistance,at UKG's cost,if UKG wishes to limit or contest the scope of the disclosure in whole or in
part.
b. Warranty
6.1 Mutual Warranties.Each Party hereby warrants that(a)it has the full right and authority to enter into this Agreement and
(b)the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any
other agreement of such Party or any judgment,order,or decree by which such Party is bound.
6.2 Subscription Services Warranty. UKG warrants that the Subscription Services will substantially conform with the
Documentation and that the functionality of the Subscription Services will not be materially diminished or adversely
modified.In the event of a breach of the warranty described in this Section,as Customer's exclusive remedy and UKG's
sole obligation,at UKG's cost UKG will make commercially reasonable efforts to remedy such breach,provided that if
UKG cannot substantially remedy such breach,then Customer may terminate the affected Subscription Services in
accordance with Section 72.2.Customer agrees to report any non-conformance of the Subscription Services within thirty
(30)days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or
verify the non-conforming aspect of the Subscription Services.
6.3 Professional. Support, and Training Services Warranty. UKG warrants that the Professional Services, Support
Services,and Training Services will be performed by qualified personnel in a good and professional manner. In the event
UKG breaches the warranty described in this Section,as Customer's exclusive remedy and UKG's sole obligation,UKG
will reperform the deficient Professional, Support, or Training Service,at UKG's cost,provided that if UKG cannot
substantially remedy such breach,then UKG will refund any fees prepaid by Customer for the affected Services.
Customer must report any deficiencies in such Services,including Professional Services,within thirty(30)days of the
completion of the Services.
6.4 Disclaimer.TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,UKG DISCLAIMS ALL OTHER WARRANTIES
NOT SET FORTH IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF
MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT,TITLE,AND ANY WARRANTIES ARISING FROM COURSE OF DEALING,USAGE,OR TRADE
PRACTICE,IN CONNECTION WITH THIS AGREEMENT,THE SERVICES,AND ANY PRODUCTS PROVIDED BY
UKG. UKG DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY OTHER
PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED,ERROR-FREE,VIRUS-FREE,OR
SECURE.THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER
MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED;HOWEVER,ANY
SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY(30)DAYS FROM THE EFFECTIVE DATE OF THIS
AGREEMENT(UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE).
6.5 Customer Warranty.Customer warrants that it has all rights and requaed consents to provide Customer Data to UKG_
7. Term and Termination
7.1 Term of the Agreement.The term of this Agreement commences on the Effective Date and continues until the stated
term in each applicable Order or as otherwise terminated as permitted in this Agreement.At the expiration of the Initial
Tern,and at the expiration of each Renewal Term,each as indicated on the Order,the Services will automatically renew
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Exhibit E
v I<G
for the duration indicated on the Order as the Renewal Term_
7.2 Types of Termination
7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least sixty(60)days prior
written notice to be effective at the expiration of the then current Initial Term or a Renewal Tenn.
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 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.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,aril,if the
Order is terminated for UKG's breach of the Agreement,arry 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 Customers 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.
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
indemnify and hold harmless the Customer Indemnified Parties against any liabilities,damages,costs,or expenses
(including,without limitation,reasonable attorneys'fees)actually awarded by a court of applicable jurisdiction to the
extent resulting from such third party Claim,or as a result of UKG's settlement of such third party Claim.
8.2 Mitigation.In the event that a final injunction is obtained against Customer's use of the Subscription Services by reason
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UKG
of infringement or misappropriation,or if in UKG's opinion,the use of the Subscription Services is likely to become the
subject of a successful Claim of infringement or misappropriation,UKG(at its option and expense)will use commercially
reasonable efforts to either(a)procure for Customer the right to continue using the Subscription Services as provided in
the Agreement;or(b)replace or modify the Subscription Services so that they become non-infringing but remain
substantively similar to the affected Subscription Services. Should neither(a)nor(b)be commercially reasonable,either
Party may terminate the applicable Subscription Services and the rights granted hereunder upon written notice,at which
time UKG will provide a refund to Customer of any fees paid by Customer for the infringing elements covering the period
of their unavailability.
8.3 Exceptions. UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or
misappropriation of the Subscription Services is based on(a)use other than as expressly permitted by this Agreement
or by UKG in writing,or(b)use in conjunction with any equipment,service,or software not provided by UKG,where the
Subscription Services would not otherwise infringe,misappropriate,or become the subject of the third party Claim.
8.4 Qualifications.Customer will provide written notice to UKG promptly after receiving notice of a third party Claim. If
defense of such third party Claim is materially prejudiced by a delay in providing notice, UKG will be relieved from
providing such indemnity to the extent of the delay's impact on the defense. UKG will have sole control of the defense
of any indemnified third party Claim and all negotiations for its settlement or compromise,provided that UKG will not
enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer.
Customer will cooperate fully(at UKG's request and expense)with UKG in the defense,settlement,and compromise of
any such action_ Customer may retain its own counsel at its own expense,subject to UKG's rights above.
8.5 Government Control of Defense. If Customer is a US Federal,State,or Local governmental entity,then,to the extent
required by law,the following will apply Any provision of the Agreement requiring UKG to defend or indemnify Customer
is hereby amended,solely to the extent required by Applicable Laws,to provide that the U.S.Department of Justice(for
a Federal Customer)or applicable State Attorney General's Office(for a SLED Customer)has the right to represent the
respective Federal or SLED entity in litigation and other formal proceedings at its own cost.Subject to approval of the
U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General's Office (for a SLED
Customer),if applicable,Customer shall tender defense of action to UKG upon request by UKG.
8.6 This"Indemnification'section states UKG's sole liability and Customer's exclusive remedy for all third party Claims and
damages.
9. Limitations of Liability
9.1 Monetary Cap. DURING ANY TWELVE(12)MONTH CONTRACT TERM(BEGINNING ON THE EFFECTIVE DATE
OF THE APPLICABLE ORDER), UKG'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN
CONNECTION WITH ANY SERVICE PROVIDED TO CUSTOMER SHALL IN NO EVENT EXCEED THE AMOUNT
PAID OR PAYABLE TO UKG DURING SUCH TWELVE(12)MONTH CONTRACT TERM FOR THE SERVICE GIVING
RISE TO SUCH CLAIM(S).
5.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL,
SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT
SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST
GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT,
HOWEVER CAUSED;OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER'S DATA OR APPLICATIONS,
CUSTOMER'S ALLOWANCE OF UNAUTHORIZED THIRD PARTY ACCESS,OR CUSTOMER'S INTRODUCTION OF
MALICIOUS CODE.
s.3 Applicability of Limitations.THESE LIMITATIONS APPLY FOR ANY REASON,REGARDLESS OF LEGAL THEORY
AND THE REASON LIABILITY IS ASSERTED,EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH
DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT,NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT
SHALL OPERATE TO EXCLUDE OR LIMIT THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY
CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW. INSOFAR AS APPLICABLE LAW
PROHIBITS ANY LIMITATION ON LIABILITY HEREIN,THE PARTIES AGREE THAT SUCH LIMITATION WILL BE
AUTOMATICALLY MODIFIED,BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH
APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE
AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
to. General
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Exhibit E
9KG
io.1 Jurisdiction B Dispute Resolution.This Agreement is governed by and is to be interpreted solely in accordance with
the laws of the Commonwealth of Massachusetts,without regard to any conflict of law provision that would result in the
application of a different body of law,and each Party agrees to submit to exclusive venue in the courts in Boston,
Massachusetts in arty dispute arising out of or relating to this Agreement. The United Nations Commission on
International Trade law,the United Nations Convention on Contracts for the International Sale of Goods,and the Uniform
Computer Information Transactions Act(UCITA)will not apply to this Agreement
10.2 Federal Government Use Provision. If the ultimate end user is a U.S.federal government entity,then it acknowledges
that the Subscription Services, Equipment and Documentation consist of"commercial services" and `commercial
products,"as defined in FAR 2.101, consisting of"commercial computer software;"commercial computer software
documentation"and'technical data"as these terms are used in FAR 12211-12.212 and in DFARS 227.7202, as
applicable.All such government end users will comply with this Agreement while using Subscription Services,Equipment
and Documentation.the rights of the U.S.Government to use,modify,reproduce,release,perform,display,or disclose
commercial computer software, commercial computer software documentation, and technical data furnished in
connection with the Subscription Services,Equipment and Documentation shall be as provided in this Agreement,except
that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in
accordance with DFARS 252227-7015.If such Customer needs any additional rights,it must negotiate a mutually agreed
addendum to these Agreement specifically granting those rights.
10.3 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable
jurisdictions in providing and using the Services.Without limiting the generality of the foregoing,Customer represents
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
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
prohibited or restricted parties;or(c)is engaged in activities directly or indirectly related to proliferation of weapons of
mass destruction.
10.4 UKG's Employer Obligations.UKG is responsible for compliance with all requirements and obligations relating to its
employees under all Applicable Laws including,but not limited to,employer's obligations under laws relating to:payroll,
income tax withholding and reporting,civil rights,equal employment opportunity,discrimination on the basis of age,sex,
race,color,religion,disability,national origin,or veteran status;overtime,minimum wage;social security contribution
and withholding;unemployment insurance;employer's liability insurance;worker's compensation,veteran's rights,and
all other employment,labor,or benefits related laws.
io.s Human Trafficking and Modem Slavery.UKG shall comply with all Applicable Laws regarding slavery and human
trafficking of the state,province,and country/countries in which they are performing the Services and doing business,
including,but not limited to,the California Transparency in Supply Chains Act and the United Kingdom Modem Slavery
Act.
10.e E-Verify.To the extent required by Applicable Laws,UKG agrees to utilize the U.S.Department of Homeland
Security's E-Verify system,to verify the employment eligibility of all persons assigned by UKG to perform work in the
United States pursuant to this Agreement.
10.7 Severability and Waiver.The invalidity or illegality of any provision in this Agreement will not affect the validity of any
other provision. All unaffected provisions remain in full force and effect.The waiver of any breach of this Agreement will
not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party.
10.8 Surviving Provisions.Provisions in this Agreement which by their nature are intended to survive in the event of a dispute
or because their obligations continue past termination of the Agreement, including provisions relating to
acknowledgements,reservation of rights, use restrictions,fees, confidentiality,limits of liability, indemnification, and
termination,will so survive.
10.9 Assignment.This Agreement cannot be assigned by a Party,whether by operation of law or otherwise,without the prior
written consent of the other Party;provided,however,that either Party may assign this Agreement in its entirety(including
all Orders and Statements of Work)as part of a merger,acquisition,transfer,or sale of all or substantially all of its assets,
stock or business,including to an Affiliate,so long as the assignee agrees to be bound by all of the terms and conditions
of this Agreement,the Orders,and Statements of Work.In the event of such an assignment,the non-assigning party
shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary
resources and expertise to provide the Service.In no event shall Customer have the right to assign the Agreement to a
direct competitor of UKG.This Agreement shall be binding on and inure to the benefit of all permitted predecessors,
successors,and assigns of each Party.
io.10 Force Majeure.if an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party
from performing its obligations under this Agreement,including,but not limited to,acts of war,terrorism,uprising,acts of
nature like earthquakes or floods,measures of any governmental authority in response to pandemics,epidemics or other
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Exhibit E
vKG
viral or bacterial outbreaks,civil unrest,embargoes,riots,sabotage,labor shortages,changes in laws or regulations,the
failure of the internet or communications via common networks,failure of payment transfer mechanisms(but not lack of
funds to make payments),power or system failure,or a delay in transportation(collectively"Force Majeure"),each Party
will be excused from performance of its obligations under this Agreement,for the duration of the Force Majeure affecting
such Party,provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure.
Notwithstanding the foregoing,UKG remains obligated to provide disaster recovery portions of the Services to the extent
not also prevented by the Force Majeure.
io.ii Publicity.UKG will not publicize matters relating to Customers use of the Services without Customer's prior consent.
Despite the foregoing,UKG may identify the Customer as a UKG customer and use Customers name,trademark,and
logo,in any and all media,including without limitation,UKG's advertising literature,marketing materials,websites,and
lists of UKG's customers,however,such usage shall not be classified as an advertisement but only identification as an
entity who receives the Service from UKG. For the avoidance of doubt, this section does not prohibit UKG from
referencing Customer's name in a verbal format.
10.12 Notice.When either Parry needs to provide notification or consent under this Agreement,those notices and consents
must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following:
UKGLegaltcDukg.com with a copy to EVP Chief Legal Officer,UKG Inc.,900 Chelmsford Street,Lowell,MA 01851.All
notices to Customer will be sent to the contact listed on the applicable Order. Notices sent elsewhere will not be
considered effective under this Agreement.Any cure period required under this Agreement will begin on the date the
notice is received.
10.13 eSignature.Each Party agrees that an eSignature(or a facsimile signature by the authorized representative)is evidence
of acceptance of a valid and enforceable agreement.
10.14 No Third Party Beneficiaries.The provisions of this Agreement are for the sole benefit of the Parties and they will not
be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement.
io.is Titles and Headings.Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.
io.iti Relationship of the Parties.The Parties are independent contractors.Nothing in this Agreement shall be deemed to
constitute a partnership or joint venture between the Parties or constitute any Parry to be the agent of the other Party for
any purpose.
10.17 Entire Agreement This Agreement(and any information in referenced herein, including in an exhibit, schedule,
attachment,annex,or at any URL)along with any corresponding Order,SOW,and Services Description constitute the
entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and
contemporaneous representations,negotiations,and communications between the Parties relating to the Services and
its subject matter. Customer acknowledges that it has not relied upon any such representations,negotiations,and
communications,and waives any rights or claims arising from such representations,negotiations,and communications,
including any claims for fraud or misrepresentation.This Agreement may only be amended in writing signed by each of
the Parties. If Customer uses its own purchase order or similar document,any terns or conditions in such purchase
order are null and void.In the event of a conflict between the provisions contained in this Agreement and those contained
in an Order, SOW, or Services Description, the following order of precedence shall apply: (1)the Order, (2)this
Agreement,(3)Services Description,and(4)the SOW.
11. Definitions
11.1 "Affiliates"means,as to UKG,those entities that are directly or indirectly controlled by UKG Inc.;and as to Customer,
those Customer entities that directly or indirectly control,are controlled by,or are under common control with Customer.
"Control"(in this context)means the possession,directly or indirectly,of the power to direct or cause the direction of the
management and operating policies of the entity in respect of which the determination is being made through the
ownership of the majority of its voting or equity securities,contract,or otherwise.
11.2 "Applicable Law(s)"means all laws,codes,legislative acts,regulations,ordinances,administrative rules,rules of court,
and court orders applicable to a Party's respective business.
11.3 "Claim(s)"means any and all notices,charges,claims,proceedings,actions,causes of action and suits.
11.4 "Customer Data"means all content,information,and data Customer inputs into the Subscription Services,including but
not limited to Personal Information.
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Exhibit E
11.5 "Documentation"means the written specifications for the Subscription Services or other published online by UKG on
its community pages accessible at htips7rnvm-ukq corn:suptwrl and hllps:lliibrary akg corn,such as user manuals and
administrator guides,as well as the Services Descriptions.
11.6 "DPA"means UKG's U S Data Processing Agreement located at his.'A wn•ukg aomlus-dpa.
11.6 "Order"means an order form.agreed by both Parties,which is subject to this Agreement or otherwise references this
Agreement,setting out.among other things.the type and quantity of employees that may be managed in the Subscription
Services.the term of the Order,price and payment terms of the Services to be provided by UKG,and the fees to be paid
by Customer.
11.7 "Party"or"Parties"means UKG or Customer,or both,as the context dictates.
11.8 "Personal Information"means Customer Data related to a Data Subject as defined under U S Privacy Laws.including
.personal information-as defined under the California Consumer Privacy Act(-CCPA-)and any similar terms.such as
'personally identifiable information'
11.9 "Professional Services"means the deployment.launch.configuration,irnpk:mental.on,integration.delivery,consulting.
managed.and other smilar services provided hereunder.
11.10 "Services"means the(a)Subscription Services;(b)Support Services(c)Professonal Services:(d)Training Services;
and(e)other services or offerings as set forth in an Order.
11.11 "Services Description"means the supplemental terms applicable to a Subscription Service:or other offerings located
at Hip Uvrnvw ukq convservices-descnptior ..
11.12 "Statement of Work"or"SOW"means a document executed by both Parties,which is subject to this Agreement and
the applicable Order or otherwise references this Agreement,detailing the scope of Professional Services or Training
Services.the associated fees,and other applicable terms.
11.13 "Subscription Services"means those UKG software-as-a-service("SaaS")applications set forth on the Order,including
the UKG data accessible therein,and made available to Customer via a hosted mufti-tenant environment to use on a
subscription bass.
11.15 "Support Services" means support and maintenance services provided by UKG for the Subscription Services, as
described in this Agreement
11.16 "Training Services"means in person and virtual instructor-led training and courses.including online.on-demand, in-
product,and on-site courses provided by UKG.
11.17 "UKG"means UKG Kronos Systems,LLC..a Massachusetts limited liability company wth its principal place of business
at 900 Chelmsford Street,Lowell.MA 01851.
E-9
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Exhibit E
EKG
Exhibit 1
Acceptable Use Policy
This Acceptable Use Policy(this'Policy)describes prohibited uses of the Services.In accordance with the Agreement,Customer
agrees to use the Services in accordance with the latest version of this Policy.
1.Prohibited Use.
Customer agrees that it shall not use the Services,nor authorize,encourage,promote,facilitate or instruct others including its
authorized users or Affiliates to use the Services as set forth below:
PROHIBITED USE DESCRIPTIONS AND EXAMPLES
(a) No Illegal.Harmful,or Customer may not use,or encourage,promote,facilitate or instruct others to use,the Services for any
Offensive Use or Content illegal,harmful or offensive use,or to transmit,store,display,distribute or otherwise make available
content that is illegal,harmful,or offensive_Prohibited activities or content include,but are not limited
to
Illegal Activities.Any illegal activities,including advertising,transmitting,or otherwise making
available gambling sites or services or disseminating,promoting or facilitating child pornography.
Harmful or Fraudulent Activities.Activities that may be harmful to others,UKG's operations or
reputation,including offering or disseminating fraudulent goads,services,schemes,or promotions
(e.g.,make-money-fast schemes,ponzi and pyramid schemes,phishing,or pharming),or engaging
in other deceptive practices.
Infringing Content.Content that infringes or misappropriates the intellectual property or proprietary
rights of others
Offensive Content.Content that is defamatory,obscene,abusive,invasive of privacy,or otherwise
objectionable,including content that constitutes child pornography,relates to bestiality,or depicts
non-consensual sex acts.
Harmful Content_Content or other computer technology that may damage,interfere with,
surreptitiously intercept,or expropriate any system,program,or data,including viruses,Trojan
horses,worms,time bombs,or cancelbots.
(b) No Security Violations Customer may not use the Services to violate the security or integrity of any network,computer or
communications system,software application,or network or computing device(each,a"System")
Prohibited activities include,but are not limited to:
Unauthorized Access.Accessing or using any System without permission,including attempting to
probe,scan,or test the vulnerability of a System or to breach any security or authentication
measures used by a System.Customer will not perform any security integrity review,penetration
test,load test,denial of service simulation or vulnerability scan on any System.
Interception.Monitoring of data or traffic on a System without permission-
Falsification of Origin.Forging TCP-IP packet headers,e-mail headers,or any part of a message
describing its origin or route.This prohibition does not include the use of aliases or anonymous
remailers_
No Use of Robots. Customer will not use any tool designed to automatically emulate the actions of
a human user(e-g-,robots)
(c) No Network Abuse Customer may not make network connections to any users,hosts.or networks unless Customer has
permission to communicate with them Prohibited activities include,but are not limited to:
Monitoring or Crawling.Monitoring or crawling of a System that impairs or disrupts the System
being monitored or crawled
Denial of Service(DoS).Inundating a target with communications requests so the target either
cannot respond to legitimate traffic or responds so slowly that it becomes ineffective_
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Exhibit E
" KG
PROHIBITED USE DESCRIPTIONS AND EXAMPLES
Intentional Interference.Interfering with the proper functioning of any System,including any
deliberate attempt to overload a system by mail bombing,news bombing,broadcast attacks,or
flooding techniques.
Operation of Certain Network Services.Operating network services like open proxies,open mail
relays,or open recursive domain name servers.
Avoiding System Restrictions.Using manual or electronic means to avoid any use limitations
placed on a System,such as access and storage restrictions-
(d) No E-Mail or Other Customer will not use the Service to distribute,publish,send,or facilitate the sending of unsolicited
Message Abuse mass e-mail or other messages,promotions,advertising,or solicitations(like"sparl including
commercial advertising and informational announcements.Customer will not alter or obscure mail
headers or assume a sender's identity without the sender's explicit permission.Customer will not
collect replies to messages sent from another internet service provider if those messages violate this
Policy or the acceptable use policy of that provider.
2.Monitoring and Enforcement
UKG reserves the right,but does not assume the obligation,to investigate any violation of this Policy or misuse of the Services.
UKG may:
• investigate violations of this Policy or misuse of the Services,or
• remove,disable access to,or modify any content or resource that violates this Policy.
If Customer violates the Policy or authorizes or helps others to do so,UKG may suspend use of the Services until the violation is
corrected or terminate the Agreement for cause in accordance with the tel of the Agreement.UKG may modify this Policy at
any time upon written notice to Customer of a revised version.
UKG may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials,regulators,or
other appropriate third parties.UKG's reporting may include disclosing appropriate customer information.UKG also may cooperate
with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and
prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
3.Reporting of Violations of this Policy by Customer
If Customer becomes aware of any violation of this Policy,Customer will immediately notify UKG and provide UKG with assistance,
as requested,to stop or remedy the violation.
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Exhibit E
vKG
Exhibit 2
EQUIPMENT ADDENDUM
This Equipment Addendum is reserved. Any Order placed for the purchase and/or rental of Equipment will require the terms of this
Addendum to be added as an amendment to the Agreement.
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Exhibit F
United States Data Processing Agreement
This United States Data Processing Agreement("DPA")is by and between(i)the UKG entity set forth in the Order that references
the UKG Master Services Agreement,or any other currently effective agreement,(the"Agreement"),("UKG"),and(ii)the person
orentitywho is named on such Order on behalf of itself as customer and Customer Affiliates based in the United States("Customer")
and sets forth the terms and conditions applicable to UKG's processing activities under the Agreement. Customer and UKG are
referred to individually as a"Party"and collectively as the"Parties".
WHEREAS,in the course of providing the Services to Customer pursuant to the Agreement,UKG may Process Personal information
on behalf of Customer,and the Parties agree to comply with the following provisions with respect to the Processing of Customer
Personal information.
This DPA applies to the extent Customer and/or its Affiliates are subject solely to U.S.Privacy Laws. Should Customer become
subject to any other privacy laws such as the EU General Data Protection Regulation,the Parties agree the processing of Personal
information will be subject to UKG's international Data Protection Addendum located at https://www.ukg.com/ukg-unified-dpa
unless otherwise agreed to in writing by the Parties. UKG shall comply with all U.S.Privacy Laws applicable to it as a"Service
Provider"or in its role as a processor of Personal information.Customer shall comply with all U.S.Privacy Laws applicable to it as a
"Business"or the controller of Personal information. Notwithstanding,UKG is not responsible for complying with U.S.Privacy Laws
applicable only to Customer or Customer's industry.
1. Definitions
1.1 In this DPA,capitalized terms will have the meanings set out below.Capitalized terms not otherwise defined below will
have the meaning given to them in the Agreement.
"Affiliates"means,as to UKG,those entities that are directly or indirectly controlled by UKG Inc.;and as to Customer,those
Customer entities that directly or indirectly control,are controlled by,or are under common control with Customer and which are
doing business in the United States. "Control"(in this context)means the possession,directly or indirectly,of the power to direct
or cause the direction ofthe management and operating policies of the entity in respect of which the determination is being made
through the ownership of the majority of its voting or equity securities,contract,or otherwise.
"Applicable Laws"means any applicable provisions of all U.S.laws,codes,legislative acts,regulations,ordinances,rules of court,
and court orders which govern the Party's respective business operations.UKG shall comply with all Applicable Laws applicable to
UKG in its role as a Data Processor Processing Personal information. For the avoidance of doubt,UKG is not responsible for
complying with Applicable Laws applicable to Customer or Customer's industry.Customer shall comply with all Applicable Laws to
Customer as a Data Controller
"Core Subscription Services"means UKG Pro,UKG Pro Workforce Management,UKG Ready,and UKG Pro People Assist and UKG
Pro Document Manager offerings identified in the Order.
"Data Subject"means an identified or identifiable natural person.
"Personal Information"means Customer Data related to a Data Subject as defined under U.S Privacy Laws,including"personal
information"as defined under the California Consumer Privacy Act("CCPA")and any similar terms,such as"personally identifiable
information".
"Processing","Process","Processes"and"Processed"means any operation or set of operations which is performed on personal
information or on sets of personal information,whether or not by automated means,such as collection,recording,organization,
structuring,storage,adaptation or alteration,retrieval,consultation,use,disclosure by transmission,dissemination or otherwise
making available,alignment or combination,restriction,erasure or destruction.Schedule 1 to this DPA provides for details of the
Processing.
"Pseudonymized Data"means the processing of Personal information in a manner that renders the personal information no longer
attributable to a specific consumer without the use of additional information,provided that the additional information is kept
separately and is subject to technical and organizational measures to ensure that the personal information is not attributed to an
identified or identifiable consumer.
"Services"means Core Services and any other UKG Products and Services.
"Subprocessor"means any person(including any third party and any UKG Affiliate)appointed by or on behalf of UKG to Process
Personal information on behalf of Customer in connection with the Agreement,a list of which is available on ukg.com,and which is
Page 1 of 8 Rev.08.15.2024
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Exhibit F
incorporated herein by reference.
"UKG Processor"means UKG or a UKG Subprocessor.
"UKG Other Products&Services"means Professional Services and UKG products a nd services other than Core Subscription Services,
which are subject to the specific Supplement for UKG Other Products and Services available on uke.com.
"U.S.Privacy Laws"have the same meaning as in Applicable Laws and regulations concerningthe privacyand security of information
reasonably identifying or linked to an individual,including,without limitation,the California Consumer Privacy Act,Cal.Civ.Code§
1798.100 et seq.or its successor the California Privacy Rights Act,Cal.Civ.Code§1798.100 et seq.,and their accompanying
regulations as promulgated by the California Attorney General or California Privacy Protection Agency, as then applicable
(collectively the"CPRA");the Colorado Privacy Act,Colo.Rev.Stat.§6-1-1309 et seq.(the"CPA")the Connecticut Data Privacy Act,
Public Act No.22-15(the"CTDPA");the Utah Consumer Privacy Act,Utah Code§13-61-101 et seq.(the"UCPA");and the Virginia
Consumer Data Protection Act,Virginia Code§59.1-571 et seq.(the"VCDPA").
Where applicable,the terms,"Service Provider""Share"and"Sell"will have the same meaning as in the California Consumer
Privacy Act("CCPA")or in US Privacy Laws.
2. Processing of Customer Personal information
2.1 UKG will only Process Personal information for the purpose,and in accordance with,the relevant Customer's instructions
as documented in the Agreement and this DPA,unless Processing is required by the Applicable Laws to which the relevant UKG
Processor is subject, in which case UKG to the extent permitted by the Applicable Laws,will inform Customer of that legal
requirement before the Processing of that Customer Personal information.
2.2 UKG will not:(i)Sell or Share any Personal information;(11)retain,use,or disclose such Personal information for any
purpose other than performing the Services,the business purpose stated in the Agreement or as otherwise permitted bythe U.S.
Privacy Laws;(iii)retain,use,ordisclosethe Personal informationfora commercial purpose otherthan providingthe Services unless
otherwise permitted under the Agreement; (iv) retain, use,or disclose Personal information outside of the direct business
relationship between Customer and UKG unless otherwise permitted underthe Agreement,(v)combine Personal information UKG
receives from,or on behalf of,Customer with personal information that it receives from,or on behalf of,another person or persons
or collects from its own interaction with a consumer,provided that UKG may combine personal information to perform the Services
or as set forth in the Agreement.UKG shall notify Customer if it makes a determination that it can no longer meet its obligations
under U.S Privacy Laws and Customer may take reasonable and appropriate steps to stop and remediate the unauthorized
Processingof Personal information.Customer maytake reasonable and appropriate steps to ensure UKG uses Personal information
collected pursuant to the Agreement and this DPA in a manner consistent with Customer's obligations under U.S Privacy Laws.
2.3 Customer hereby(i)instructs UKG(and authorizes UKG to instruct each Subprocessor)to(a)Process Personal information
in accordance with Schedule 1; and (b) in particular,transfer Personal information to any country or territory as reasonably
necessary for the provision of the Services and consistent with the Agreement,(ii)warrants and represents that it is and will at all
relevant times remain duly and effectively authorized to give the instructions set out in this section on behalf of each relevant
Customer Affiliate;and(iii)warrants and represents that it has all necessary rights in relation to the Personal information and/or
has collected all necessary consents from Data Subjects to Process Personal information to the extent required by Applicable Law.
3. UKG Personnel
UKG will take stepsto ensure that access to Personal information is limited to those individuals who:(a)need to know or access the
relevant Personal information as necessary for the purposes of providing the Services under the Agreement or to comply with
Applicable Laws in the context of that individual's duties to UKG;and(b)are subject to written confidentiality undertakings or
professional or statutory obligations of confidentiality.
4. Security
UKG shall implement reasonable and appropriate safeguards to protect Personal information as set forth in Schedule 2 to this DPA
and incorporated by this reference.
5. Subprocessing
5.1 Customer generally authorizes UKG to appoint Subprocessors in accordance with this Section 7, including without
limitation those Subprocessors provided herein and any new Subprocessors.Subprocessors used for UKG Other Products and
Services may be listed under each applicable Services Description or Order Form,in an addendum to this DPA,or in other form of
communication.
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Exhibit F
5.2 UKG will provide Customer with a mechanism to obtain notification of the appointment of any new Subprocessor,
including material details of the Processingto be undertaken bythe Subprocessor at leastthirty(30)days before said Subprocessor
carries out Processing activities on Customer Personal information on behalf of Customer.Customer may object by email to
orivacyOuke.com on reasonable data protection grounds,to any new Subprocessor by providing notice of an objection to UKG
within ten(10)days of Customer's receipt of notification of the addition of the new Subprocessor by UKG.In the event UKG,in its
sole discretion,is unable to forego the utilization of a new Subprocessor that has been objected to for the Processing of Customer
Personal information or is otherwise unable to reasonably address the Customer's objection within thirty(30)days of UKG's receipt
of such objection from Customer,the Customer mayterminate the impacted services upon written notice to UKG.This termination
right is Customer's sole and exclusive remedy if Customer objects to any new Subprocessor,and is not a termination for cause.UKG
will cease providing the impacted services thirty(30)days following the notice of termination.
5.3 With respect to each Subprocessor,UKG will verifythat the arrangement between UKG and the Subprocessor is governed
by written contract including terms which offer at least equivalent level of protection for Customer Personal information as those
set out in this DPA.
6. Data Subject Requests
6.1 If Customer receives a request from a Data Subject related to Personal information Processed by UKG,Customer can
either:(a)retrieve the information necessary to fulfill the request from the Services;or(b)to the extent such information is not
available to Customer through the Services,UKG will reasonably assist Customer in fulfilling the request upon written request.
6.2 If UKG receives a request from a Data Subject related to Personal information Processed by UKG,UKG will promptly
redirect the Data Subject to its Customer and not respond to the request except on the documented instructions of Customer or as
required by Applicable Lawsto which UKG is subject,in which case UKG,to the extent permitted bythe Applicable Laws,shall inform
Customer of that legal requirement before UKG responds to the Data Subject request.
7. Personal information Breach
7.1 UKG will notify Customer without undue delay and in accordance with U.S.Privacy Laws upon UKG or any Subprocessor
becoming aware of a breach of security leading to the accidental or unlawful destruction,loss,alteration,unauthorized disclosure
of,or accessto,Personal information transmitted,stored or otherwise processed by UKG("Personal information Breach")affecting
Personal information,providing Customer with sufficient information to allow Customer to meet its obligations to report or inform
Data Subjects of the Personal information Breach under the U.S.Privacy Laws.
7.2 In the event of a Personal information Breach,the Parties will reasonably cooperate with each other,and UKG shall take
commercially reasonable steps to keep Customer informed as to the investigation,mitigation,and remediation of any such Personal
information Breach.
7.3 Except as may be required by Applicable Laws,UKG will not notify Customer's affected Data Subjects about a Personal
information Breach without Customer's prior written consent.
B. Deletion or Return of Customer Personal information
8.1 Subject to Sections 9.2 and 9.3,followingthe latter of either(i)termination or expiration ofthe Agreement or(ii)cessation
of the Processing of Customer Personal information, (the "Cessation Date"), UKG will,in accordance with the terms of the
Agreement,promptly return or delete Customer Personal information that can be reasonably identified and extracted in accordance
with the requirements of the relevant Applicable Laws.
8.2 Notwithstanding Section 9.1 above,each UKG Processor may retain Personal information tothe extent and for such period
as required by Applicable Laws,provided that UKG will ensure the confidentiality of all such Personal information and will ensure
that such Personal information is only Processed as necessary for the purpose(s)specified in the Applicable Laws requiring its
storage.
8.3 Upon receipt of written request from Customer,UKG will provide written certification to Customer that it has complied
with this Section 9.
9. Audit rights
UKG shall demonstrate appropriate technical and organizational measures to Customer throughout the term. Customer may
exercise such audit right either personally or by appointing a third party,so long as said third party is acceptable to UKG and bound
to confidentiality and non-disclosure obligations at least as stringent as Customer's obligations with respect to UKG Confidential
Information as set forth in the Agreement. Customer is responsible and liable for any and all acts or omissions of any such third
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Exhibit F
party. Customer may exercise such audit right either personally or by appointing a third party that is bound by appropriate
obligations of confidentiality and acceptable to UKG.Customer may exercise such audit right on an annual basis with reasonable
notice. Any such audits shall be limited to a robust customer due diligence package consisting of details on UKG'information
security/risk practices,examination of the results of the annual AICPA SSAE 18 SOC 1 and SOC 2 Type II audits conducted by an
independent third party,executive summaries of the annual penetration test results or verification of such testing through the SOC
2 report for Core Subscription Services,and reasonable access to knowledgeable person nel to discuss the controls in place,including
a meeting at UKG corporate headquarters.In the event Customer requests support or information beyond the content described
above,then,upon customer's audit request,the Parties will mutually agree on the terms of the audit plan,which shall include
details regardingthe scope,duration,fees,and scheduling of the audit.In no event shall Customer or its designees be permitted to
access UKG systems,network servers,scan summaries or activities logs.
10. Law Enforcement Requests
UKG agrees to notify Customer of any request from law enforcement authority or other governmental authority with competent
authority and jurisdiction over UKG for disclosure of Customer Personal information processed under this DPA("Disclosure
Request")to the extent permitted by applicable law.UKG shall not respond to Disclosure Requests without notifying Customer and
receiving written authorization from Customer to respond to such Disclosure Request,except as required under Applicable Laws or
order of court or governmental authority with competent authority and jurisdiction over same.
11. General Terms
11.1 DPA Priority. Nothing in this DPA reduces UKG'sobligations under the Agreement in relation to the protection of Personal
information or permits UKG to Process(or permit the Processing of)Personal information in a manner which is prohibited by the
Agreement.With regard to the subject matter of this DPA,in the event of inconsistencies between the provisions of this DPA and
the Agreement,the provisions of this DPA will prevail.
11.2 Claims.Any claims brought under this DPA shall be subject to the terms and conditions of the Agreement,including but
not limited to,the exclusions and limitations set forth in the Agreement.
11.3 Severability. Should any provision of this DPA be invalid or unenforceable,then the remainder of this DPA will remain
valid and in force.The invalid or unenforceable provision will be either(i)amended as necessary to ensure its validity and
enforceability,while preserving the Parties'intentions as closely as possible or,if this is not possible,(ii)construed in a manner as
if the invalid or unenforceable part had never been contained there.
11.4 This DPA supersedes all prior and contemporaneous representations,negotiations,and communications between the
Parties relating to processing Customer Personal Data,including without limitation,any terms that may be imposed upon UKG by
means of any"click-through",forms,applications,or any other terms and conditions which are presented to UKG in the course of
UKG's engagement with Customer.
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Exhibit F
Schedule 1:Details of Processing of Customer Personal Data
This Schedule 1 includes certain details of the Processing of Customer Personal Data.
Subject matter and duration of the Processing of Customer Personal Data
The subject matter and duration of the Processing of the Customer Personal Data are set out in the Agreement and this DPA.
The nature and purpose of the Processing of Customer Personal Data
Provision of the Services are set out in the Agreement and this DPA,where UKG ads as a data processor,and for business operations,as an
independent controller. UKG will use and otherwise process Customer Data only as described and subject to the limitations provided below
(a)to provide Customer the Services in accordance with Customer's documented instructions and(b)for business operations incident to
providing the Services to Customer.
Processing to Provide Customer the Services
For purposes of this DPA,"to provide"a Service consists of:
• Delivering functional capabilities as licensed,configured,and used by Customer and its users;
• Troubleshooting(preventing,detecting,and repairing problems);and
• Keeping Services up to date and operational,and enhancing user productivity,reliability,efficacy,quality,and security.
When providing Services,UKG will not use or otherwise process Customer Data or Personal Data for:(a)user profiling,(b)advertising or
similar business purposes,or(c)sell or share Personal Data.
Processing for Business Operations Incident to Providing the Services to Customer
For purposes of this DPA,"business operations'means the processing operations authorized by Customer in this section.
Customer authorizes UKG:
• to create aggregated statistical,non-personal data from data containing Pseudonymized identifiers(such as usage logs
containing unique,Pseudonymized identifiers);
• to calculate statistics related to Customer Data;and
• to de-identify Customer Data to enhance and create new functionalities.
in each case limited to to providing the Services,such as billing and account management;internal reporting and business modeling,and
product strategy;and enhancing Customer's experience.
When processing for these incident business operations,UKG will apply principles of data minimization,confidentiality and will not use or
otherwise process Customer Data or Personal Data for:(a)user profiling,(b)advertising or similar commercial purposes,(c)any other
purpose,other than for the purposes set out in this section or(d)Sell or Share Personal Data.
The types of Customer Personal Data to be Processed
All Customer Personal Data required by UKG to correctly provide the Services to Customer pursuant to the Agreement which may include,
without limitation: employee first and last name,employee ID number,department code,badge number,job title,absence information,
identification and contact information of Customer data subjects,employment and education details of Customer data subjects,other
information that Customer may collect in order to pay and manage its workforce.
The categories of Data Subject to whom the Customer Personal Data relates
Customer's employees,contractors,and job applicants.
Special categories of Customer Personal Data to be Processed
None unless otherwise specified or unless special categories of personal data including without limitation biometric data collection is enabled
by Customer on given UKG offerings.
The obligations and rights of Customer
The obligations and rights of Customer are set out in the Agreement and this DPA.
Privacy related contact:
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Exhibit F
UKG: privacy@uka.com
Customer: As specified in this DPA,in the Order Form or in the Statement of Work.
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Exhibit F
Schedule 2:Technical and Organizational Measures
The following Technical and Organizational Measures are applicable to UKG Core Subscription Services.The specific Supplement for
UKG Other Products and Services to this DPA is applicable to any UKG Other Products&Services.
1. ISAE3402/SSAE 18(SOC 2)Audit:UKG shall ensure compliance with ISAE3402/SSAE 18 AICPA Trust Principles for Security,
Confidentiality,and Availability(and,where in scope,Privacy and Processing Integrity),and will undergo an audit each year for the
purposes of examining the relevant controls with respect to the Services. Such audits shall be carried out by an independent,
certified third party and the resulting reports shall be provided to Customer upon request.UKG shall ensure the data center carries
out its own SOC 2 audits and provide such reports to Customer upon request.
2. ISO 27000 Series Audits:UKG shall ensure compliance with ISO 27001,27017,and 27018,where in scope for the UKG
Services.UKG shall also ensure the datacenter used to provide the Services will continue to have its IT security management certified
according to ISO 27001 or comparable industry standard security framework.The audits shall be carried out by an independent,
certified third party,and upon request,UKG shall provide the certificates to Customer.
3. Entity Controls:Consistent with UKG's obligation to maintain its compliance programs as described above,UKG shall
continuously carry out the following security measures:
a) Security Policy: UKG shall maintain an information security policy that is reviewed annually by UKG and published and
communicated to all UKG employees.UKG shall maintain a dedicated security and compliance function to maintain and monitor
security controls across UKG.
b)Employee Onboarding:All UKG personnel shall be subject to a comprehensive background check and agree to accept UKG's Code
of Conduct upon hire.
c) Employee Termination: UKG shall terminate all credentials and access to the Services of a UKG employee in the event of
termination of his or her employment within a reasonably timely manner.
d) Access Controls by UKG Personnel:Access to all UKG owned or licensed network components,servers,databases,computers,
and software programs by UKG personnel shall be protected by an authentication procedure that requires giving at least a unique
username and complex password.UKG shall implement technical controls to enforce a password policy consisting of a minimum
number of characters and complexity,including requirements of alpha,numeric,upper case,lower case and/or special characters.
Lockout periods shall be in effect for inactivity and unsuccessful password attempts.Passwords shall expire after a fixed amount of
time.
e)Security Awareness Training:UKG employees shall participate insecurity awareness and privacy training,upon hire and annually
thereafter.
f) Change Management:UKG shall employ a change management process based on industry accepted standards for change
management in configurations,software,and hardware.
4. Application and Network Controls:
a)Privileged Access by UKG Personnel:Privileged access to UKG owned or licensed network components,servers,databases,
computers,and software programs by UKG personnel that are used in the provision of the Services shall be secured by means of a
two-factor authentication and shall be defined by UKG in such a manner as to ensure that the access authorizations are granted
only to the extent necessary to perform the assigned role.Any access to UKG's systems used in the provision of the Services
shall be monitored.
b)Infrastructure of the Data Center:UKG and/or its sub-processor(s)shall monitor the infrastructure in order to identify any security
vulnerabilities.
c)Anti-Virus and Malware Scanning:UKG uses commercially available malicious code detection software,including virus detection
and malware detectors,on UKG systems.Anti-virus definition files shall be updated regularly,on a scheduled basis,following the
availability of such updates by the software provider.
d) Secure Coding Practices:UKG developers shall be trained on secure development.Applications should be written in a secure
manner to implement industry practices,such as input validation,session management,SQL injection,and cross site scripting
mitigation.These practices shall be tested as part of the annual penetration testing described below.
e)Patch Management:UKG shall review all patches,updates,and upgrades of operating systems,middleware,or applications to all
relevant components of the Services after they have been released by the manufacturer and tested by UKG.UKG shall manage the
patching process prudently to assure that critical patches are applied in a timely manner consistent with the associated risk.
f)Segregation of Customer Data:UKG shall provide appropriate security controls and segmentation methods to protect and isolate
Customer Data from other tenants.
g)Encrypted Data Transfers:Customer Data input into the Services shall be secured using an industry standard protocol,such as
Transport Layer Security(TLS).
h) Encrypted Data Storage:UKG shall encrypt Customer Data using industry standard technology,such as AES-256 encryption
standard for data at rest.
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i) FirewaIIs:Connections tothe Services networks,shall be protected with industry standard firewalls.UKG shall update its firewalI
software regularly,on a scheduled basis,following the availability of updates by the software provider.
j)Intrusion Detection:UKG shall implement and maintain an intrusion detection monitoring process at the network and/or host
level to protect the Services and detect unwanted or hostile network traffic.UKG shall update its intrusion detection software
regularly,on a scheduled basis,following the availability of updates bythe software provider or a heuristic analysis shall be used.
k) Systems Hardening and Secure Configuration: UKG shall follow industry standards for platform hardening and secure
configuration.UKG shall remove or disable unnecessary utilities from operating system configurations and restrict access rights to
least privilege.
1) Penetration Testing:UKG shall contract,as part of its securityprogram and on at least an annual basis,with an independent third
party to conduct a network and application penetration test.The penetration test will include,but is not limited to,the potential
for unauthorized internet access,compromise of roles,and escalation of privileges forthe Services.Upon request,UKG will provide
an executive summary of said penetration test including the scope and methodology of the test and confirmation that critical and
high-risk findings have been remediated or provide an independent third-party audit report attesting to such testing and
remediation.Penetration testing includes the web application vulnerabilities defined by the Open Web Application Security Project
(OWASP)Top 10 and those listed in the SANS 25(as applicable)or its successor current at the time of the test.
m)Vulnerability Management:UKG shall implement commercially reasonable processes designed to protect Customer Data from
system vulnerabilities.UKG shall perform scanning of the infrastructure using an industry recognized automated scanning tool
designed to detect security flaws and security vulnerabilities within the operating systems.UKG shall assess scan results and
remediate relevant security vulnerabilities within a reasonable amount of time based on the risk to the Services.
n)Audit Logging:UKG shall log UKG personnel's accesstothe Services to maintain an audit trailthat includes,but is not limited to,
web server logs,system logs,and network event logs.
5. Physical Access Control:UKG shall ensure that its data center sub-processor uses industry standard technology to ensure
that only the appropriately authorized staff have access to those systems of UKG that are used to provide the Services.This shall
include at least the following measures:visitor sign-ins,role-based access controls,limited access to the server rooms and to the
alarm systems which report any unauthorized access.
6. Security Monitoring:UKG may monitor and analyze the use of its Subscription Services,which may record information
concerning security controls and compliant use of the application,the events that occur within the application,aggregated usage,
performance data,and access locations.The Subscription Services will collect usage statistics,telemetry,and other data from
Customer,such as mobile number,email address,IP address,and other unique verification identifier,for the purposes of enabling
multifactor authentication;benchmarking,modelling,and training:providing,operating,maintaining,customizing,and improving
the Subscription Services and its security,including by developing new or different functionalities for such purposes.
7. Incident Response and Notification:
a) UKG shall maintain security incident management policies and procedures,including security incident escalation procedures.In
the event UKG confirms unauthorized access or acquisition,disclosure or use of Customer's Personal information has occurred,UKG
agrees to notify Customer,in accordance with the terms of the Agreement or per Applicable Laws.
b)UKG shall(i)investigate such information security incident and perform a root cause analysis;(ii)remediate the effects of such
information security incident;and(iii)provide Customer with assurances that such information security incident is not likely to
recur.
8. Disaster Recovery:UKG shall maintain a Disaster Recovery plan and present verification of this plan(via the SOC 2
reporting)at the request of Customer.UKG shall test this plan once a year and verify that the planned measures are effective,
reviewed by management and updated as necessary.
9. Business Continuity:UKG shall maintain a plan for returning to operation in the event of a disaster and present a
summary of this plan at the request of Customer. Upon UKG's declaration of disaster,UKG shall implement said plan to return the
Services to operation.UKG shall annuallytest and review its business continuity plan and update as necessary.
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