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<br />
<br /> The Ultimate Software Group, Inc.
<br /> UltiPro Agreement
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<br />rev 08.2015 Page 6 of 19
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<br />Ultimate Software will perform a network-level vulnerability assessment, once every twelve (12) months. This audit shall be
<br />performed by either a recognized third-party audit firm engaged by Ultimate Software or by Ultimate Software’s in-house
<br />information security team.
<br />8. Sale, Assignment and Delay
<br />CUSTOMER’S rights may not be transferred, leased or assigned except in its entirety to (1) a successor in interest of
<br />CUSTOMER’S entire business which assumes the obligations of this Agreement (provided the successor is, after the transfer or
<br />assignment, similar in size and nature to CUSTOMER) or (2) any other party who is reasonably acceptable to Ultimate Software,
<br />who enters into a substitute version of this Agreement and who pays an administrative fee intended to cover attendant costs.
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<br />Ultimate Software shall not be liable for any delays in the performance of any of its obligations hereunder due to causes beyond its
<br />reasonable control, including, but not limited to, fire, strike, war, riots, acts of civil or military, judicial actions, acts of God, or any other
<br />casualty or natural calamity. Ultimate Software reserves the right to commence charging the Subscription Fee to the CUSTOMER
<br />prior to the First Live Date if the CUSTOMER by its willful action, inaction or lack of cooperation causes the First Live Date to be
<br />delayed.
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<br />9. Confidential Information and Data Practices
<br />Each Party shall use reasonable care to keep all Confidential Information (nonpublic information of either Party) including all data
<br />created, collected, received, maintained or disseminated for any purpose in the course of this Agreement confidential but same
<br />shall be subject to and governed by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any other applicable state
<br />statute, or any state rules adopted to implement the act, as well as federal regulations on data privacy.
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<br />10. Customer Data
<br />CUSTOMER shall retain ownership of the entire right, title and interest in and to all materials, data and information provided by
<br />CUSTOMER to Ultimate Software, including without limitation, the CUSTOMER data and CUSTOMER Confidential Information, and
<br />all intellectual property rights thereto. No ownership rights in such materials, data and information are transferred to Ultimate
<br />Software.
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<br />11. Ownership and Use of Intellectual Property
<br />During the term of this Agreement, as a result of Ultimate Software’s efforts under this Agreement, Ultimate Software may generate
<br />ideas, inventions, suggestions, copyrightable materials or other information (“Intellectual Property”). Ultimate Software shall have title
<br />to such Intellectual Property. To the extent such Intellectual Property is incorporated into work product to be produced by Ultimate
<br />Software and delivered to CUSTOMER under this Agreement, Ultimate Software grants and CUSTOMER hereby accepts a royalty-
<br />free, non-exclusive license to use all such Intellectual Property as incorporated into the Ultimate Software work product.
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<br />12. Limited Warranty
<br />ULTIMATE SOFTWARE WARRANTS THAT THE SERVICES RENDERED WILL CAUSE THE ULTIPRO SOFTWARE MODULES
<br />TO SUBSTANTIALLY PERFORM IN ACCORDANCE WITH THE ULTIMATE SOFTWARE ONLINE DOCUMENTATION.
<br />ULTIMATE SOFTWARE WILL MAKE ALL NECESSARY CORRECTIONS TO FULFILL THE FOREGOING WARRANTY WITHOUT
<br />ADDITIONAL COST TO THE CUSTOMER. EXCEPT FOR A BREACH OF SECTION 9 ENTITLED “CONFIDENTIAL
<br />INFORMATION AND DATA PRACTICES” RESULTING IN AN UNAUTHORIZED DISCLOSURE OF CUSTOMER’S
<br />CONFIDENTIAL INFORMATION, DURING THE TERM OF THIS AGREEMENT, THE CUSTOMER’S SOLE AND EXCLUSIVE
<br />REMEDY FOR ANY MATERIAL BREACH OF ANY PROVISION OF THIS AGREEMENT OR FOR ANY WARRANTY SHALL NOT,
<br />UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT OF THE SUBSCRIPTION FEE FOR THE TWELVE MONTH PERIOD
<br />PRIOR TO THE ALLEGED BREACH. REFERENCE TO BREACH OF THIS AGREEMENT SHALL INCLUDE ANY SUPPLEMENT,
<br />ADDITIONS OR AMENDMENTS TO THIS AGREEMENT. EXCEPT FOR A BREACH OF SECTION 9 ENTITLED
<br />“CONFIDENTIAL INFORMATION AND DATA PRACTICES” RESULTING IN AN UNAUTHORIZED DISCLOSURE OF
<br />CUSTOMER’S CONFIDENTIAL INFORMATION, IN NO EVENT SHALL ULTIMATE SOFTWARE BE LIABLE FOR ANY LOST
<br />REVENUES OR LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY
<br />NATURE WHATSOEVER. THIS DAMAGE EXCLUSION IS INDEPENDENT OF ANY REMEDIES PROVIDED FOR HEREIN.
<br />ULTIMATE SOFTWARE HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE
<br />IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ULTIMATE SOFTWARE
<br />DISCLAIMS ALL WARRANTIES AND RESPONSIBILITY FOR THIRD PARTY SOFTWARE WHICH SHALL BE THE SOLE
<br />OBLIGATION OF THE PROVIDER OF THE THIRD PARTY SOFTWARE.
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<br />13. Entire Agreement
<br />This Agreement, represents the entire understanding of the Parties with respect to its subject matter, and supersedes and
<br />extinguishes all prior oral or written communications between the Parties about its subject matter. No modification of this
<br />Agreement will be effective unless it is in writing, is signed by each Party.
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<br />14. Publicity
<br />Both Parties agree that Ultimate Software shall be entitled to refer to the existence of this Agreement, and the fact that CUSTOMER
<br />is a customer of Ultimate Software.
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