July_15_2022_Quarterly_Meeting_Board_Book.pdf — PaddleOCR-VL (Baidu)

ADDENDUM to ADP COMPREHENSIVE SERVICES - MASTER SERVICES AGREEMENT between ADP, INC. and KENTUCKY STATE UNIVERSITY

This Addendum is made and effective as of the date of the last signature hereto (the “Addendum Effective Date”) by and between ADP, Inc. (formerly ADP, LLC) (“ADP”) with its principal office at One ADP Boulevard, Roseland, New Jersey 07068 and Kentucky State University with a principal place of business at 400 E Main St., Frankfort, KY 40601 (“Client”), and contains changes, modifications, revisions and additions to the ADP Comprehensive Services - Master Services Agreement, effective as of March 6, 2018, as amended, by and between ADP and Client (the “Agreement”).

In consideration of the mutual covenants contained in the Agreement and in this Addendum, and for other good and valuable consideration, notwithstanding anything to the contrary in the Agreement, ADP and Client agree as follows:

New Term. Notwithstanding any current term as set forth in the Agreement, ADP and Client hereby understand and agree that (i) a new term governing the new Services set forth below and any Services (as defined in the Agreement) Client currently receives shall begin as of August 26, 2022 and shall expire on January 25, 2024 (the "New Term") and (ii) the Buy Out Fee (as defined in the Agreement) shall apply to any termination during the New Term. Upon expiration of the New Term, the Agreement will automatically renew for additional Renewal Terms unless terminated by either party upon at least ninety (90) days' prior written notice to the other party prior to the end of such Term.
Section 7.3 (Matters not Subject to Either Cap) of Annex A of the Agreement is hereby amended by adding the following as a new subsection 7.3.9:
“7.3.9 Client’s biometrics indemnity set forth in Section 3.5.10 of Annex D of this Agreement.”
Section 3.5 (Biometrics) of Annex D (Comprehensive Payroll - Additional Terms and Statement of Services) of the Agreement is hereby amended by adding the following as a new subsection 3.5.10:

“3.5.10 Biometrics Indemnity. Subject to Sections 6.3 and 7 of Annex A, Client will defend ADP against any third party claims (including claims made by or on behalf of Biometric Users) and will indemnify and hold ADP harmless from resulting damage awards or settlement amounts in any cause of action to the extent such cause of action is based on any performance or breach of Client’s obligations in connection with the Biometric Services, including any failure by Client to obtain consent from Biometric Users in connection with the use of the Biometric Services.”

All other terms and conditions of the Agreement remain in full force and effect. In the event of any conflict between the terms and conditions of this Addendum and the terms and conditions of the Agreement, this Addendum prevails. The terms defined in the Agreement and used in this Addendum have the same respective meanings as set forth in the Agreement, unless clearly otherwise defined in this Addendum. This Addendum may be executed in multiple original copies, identically worded, and each such executed copy constitutes an original. Electronic signatures in connection with the electronic signature delivery system utilized by ADP and signatures transferred in .pdf or a similar format for scanned copies of documents are original signatures for all purposes of this Addendum and the Agreement.