ADP Payroll Services Agreement

ADP PAYROLL SERVICES AGREEMENT

Parties and Effective Date

This Payroll Services Agreement (the Agreement) is entered into between Client Name: ("Client") and Service Provider Name: ("Service Provider"). The parties agree that the Effective Date of this Agreement is:

Recitals

Whereas, Client desires to engage Service Provider to provide payroll processing, tax filing, and related services; and whereas Service Provider has the capability and capacity to perform such services under the terms and conditions set forth herein. The parties therefore agree as follows.

Definitions

For purposes of this Agreement, the following definitions apply: "Services" means the payroll processing, reporting, tax filing, remittance and related services described in Section Services. "Client Data" means all employee and payroll information provided by Client. "Confidential Information" means non-public business, technical or personal information disclosed by either party.

Services

Service Provider will perform payroll services as selected below, subject to the terms of this Agreement, including preparation of payroll, calculation of withholdings, processing of net pay, tax filings and remittances, and generation of reports.

Select services to be performed (check all that apply):
Payroll Processing Tax Filing and Remittance Direct Deposit Setup Garnishment Administration Custom Reporting

Payroll Schedule and Processing

Frequency (select applicable):
Weekly Biweekly Semi-monthly Monthly

Regular payroll schedule / pay date: Data cutoff time for each payroll run:

Fees, Billing and Payment

Client shall pay fees for Services according to the following schedule:

Billing cycle: Payment method:

Client Responsibilities

Client shall provide accurate and complete Client Data, including employee hire, termination, compensation, tax withholding, benefit deductions, garnishment orders, and other information necessary to perform Services. Client is solely responsible for the accuracy of Client Data and for timely delivery of required information.

Client will deliver initial employee data by: and accepts responsibility for any penalties or interest arising from incomplete or late information.

Confidentiality and Data Security

Each party shall protect Confidential Information using reasonable administrative, technical and physical safeguards. Service Provider will maintain industry-standard controls for payroll data, and will not disclose Client Data except as necessary to perform Services or as required by law. Client acknowledges that Service Provider may use subcontractors and affiliates to perform Services provided they adhere to confidentiality obligations.

Term; Termination; Transition

Term: This Agreement begins on the Effective Date and continues for an initial term of years and will automatically renew for successive periods unless either party provides written notice of nonrenewal at least 30 days prior to the end of the then-current term.

Either party may terminate for material breach if the breach remains uncured for 30 days after written notice. Upon termination, Service Provider will provide a data export of Client Data in a mutually agreed format and will cooperate with transition activities subject to payment of outstanding fees.

Liability; Indemnification

Each party shall indemnify the other for third party claims arising from its negligence or willful misconduct. Client agrees to indemnify Service Provider for claims arising from inaccurate Client Data. Except for gross negligence or willful misconduct, Service Provider's aggregate liability under this Agreement shall be limited to the amount of fees paid by Client to Service Provider in the 12 months preceding the claim.

Limitation of liability cap (optional):

Compliance with Laws and Tax Filings

Service Provider will prepare filings and remittances in accordance with applicable laws based on Client Data. Client remains responsible for withholding accuracy, classification of workers, and timely payment of taxes and assessments. Client shall notify Service Provider promptly of any audits, examinations, or notices from tax authorities.

Subcontracting; Audit Rights

Service Provider may use subcontractors to perform Services provided it remains responsible for subcontractor performance. Client may audit records related to Services upon reasonable notice and during normal business hours to verify compliance; audit scope shall be limited to records relevant to Services and subject to confidentiality protections.

Notices

Implementation — Employee Data Template

Client shall provide employee data in the format below for each employee. The following section is a required template/sample record that will be used for setup and validation.

Personal Information (Employee Record 1)

Position Information (Employee Record 1)

Employment History (Employee Record 1)

Education (Employee Record 1)

References (Employee Record 1)

Applicant Certification & Authorizations

I certify that all information provided in the employee record is true and complete. I authorize Service Provider and Client to contact prior employers and references for verification and to conduct background checks and verifications as permitted by law.

Equal Opportunity; At-Will Employment

Client represents that its employment practices comply with applicable equal employment opportunity laws. Nothing in this Agreement alters the employment-at-will relationship between Client and its employees, where applicable. Client retains sole authority over hiring, firing, compensation, classification and other employment decisions.

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties regarding payroll services and supersedes prior representations. Neither party may assign this Agreement without the prior written consent of the other, except Service Provider may assign to an affiliate or successor in connection with a corporate reorganization.

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