ADP Accountant Revenue Share Online Referral Program

Terms and Conditions of Use

These Terms and Conditions of Use ("Terms" or "Agreement") are an agreement between ADP, LLC and its subsidiaries ("ADP") and You and apply to the ADP Accountant Revenue Share On-Line Referral program (the "Program") described in these Terms. By enrolling in and/or using the Program, You acknowledge that You have read, understand and expressly agree to be bound by these Terms, including any modifications or updates from time to time, as they relate to the Program. If You do not agree to these Terms, do not enroll in or use the Program. "You" and "Your" means You, Your company, Your employees, Your subsidiaries, Your affiliates and Your agents whom You have enrolled as "users" of the Program, all of which agree to be bound by these Terms, any applicable additional terms, policies and any other terms and guidelines found throughout the Program.

1. (a) THE PROGRAM.

The Program consists of the ability to access the web site currently located at www.ADPAccountantRevenueShare.com, hosted by ADP or its third party Vendor ("Referral Site") and make and/or track referrals to ADP pursuant to these Terms for the referral of prospective clients for certain ADP payroll and payroll related tax filing data processing services, as well as for ADP Resource and ADP TotalSource services (collectively the "Services"). Your clients that You refer to ADP pursuant to this Agreement that wish to receive any or all of such Services, that sign ADP's standard forms of agreement and that meet ADP's eligibility requirements, in its sole discretion, covering such Services, are referred to herein as "Clients". Additionally, Clients that receive ADP's tax filing data processing services, which excludes ADP Resource and ADP TotalSource Clients, shall be referred to herein as "Tax Filing Clients" for purposes of payment. You will not be fully enrolled in the Program until You submit all required referrals and a fully completed and signed W9 form, and ADP acknowledges your agreement to these Terms by sending you an electronic acknowledgment by e-mail confirming Your enrollment and assigning You a Partner Identification Code ("PIC") for tracking and payment.

(b) YOUR REFERRAL ACTIVITIES: COMMISSIONS PAYABLE BY ADP.

(a) You agree to use reasonable commercial efforts to recommend the Services to Your clients, promote the Services through Your correspondence with Your clients, forward all inquiries made by Your clients to ADP and assist ADP to sell its Services to Your Clients ("Referral Activities") during the Term of this Agreement. In exchange for Your Referral Activities and Your setting forth no less than five (5) Clients upon enrollment (or in any Renewal Term) when prompted to do so online in the Program, ADP shall make payment(s) to You, for Tax Filing Clients that You refer to ADP that have Your designated PIC on the sales order, that actually begin processing a live billable payroll with ADP that includes ADP's tax filing Services, prior to the end of the Initial Term, or in any Renewal Term as applicable, subject to the conditions herein, and continue to process billable payrolls with ADP and use ADP's tax filing Services, or ADP Resource and ADP TotalSource services, as applicable, for no less than ninety (90) days (the "Retention Period"). The initially referred Clients hereunder are consideration for this Agreement and may be supplemented from time to time during the Term of this Agreement however, the initially referred Clients are not required to become "Converted Clients" in order for You to be eligible for payments hereunder so long as a minimum of five (5) Clients referred by You become "Converted Clients" in the Initial Term, or any renewal Term, as applicable. For purposes of ADP TotalSource and Resource Clients a Converted Client means a client that signs a Client Services Agreement.

Payments shall be made based on the following criteria:

(i) After You have referred at least five (5) Clients to ADP that have become "Converted Clients" for the Initial or any Renewal Term, for each Tax Filing Client that starts processing live billable payroll during the Initial Term or any Renewal Term, as applicable, and satisfies the Retention Period ("Converted Client"), ADP shall pay You fifty percent (50%) of the "Net Collected Revenues" from a Converted Client that is a Tax Filing Client for the first one-year period that the Tax Filing Client processes live billable payroll with ADP; plus

(ii) In the Initial Term, or in any Renewal Term, after a minimum of ten (10) Converted Clients start processing live billable payroll in such Initial or Renewal Term, ADP shall pay You an additional payment of twenty-five percent (25%) of the "Net Collected Revenues" for eligible Tax Filing Clients for the first one-year period that the Tax Filing Client processes live billable payroll with ADP. The additional 25% payment will only be made for the tenth Converted Client that is a Tax Filing Client and each Converted Client thereafter that is a Tax Filing Client and that starts processing live billable payroll and satisfies the Retention Period. For purposes of clarification, the first nine (9) Converted Clients referred during the Initial Term or during any Renewal Term, as well as any ADP Resource and ADP TotalSource Clients, shall not be eligible for payment under this Section and You must satisfy the ten (10) Converted Client minimum for the Initial Term and each subsequent Renewal Term in order to qualify for the additional twenty-five percent (25%) payment; plus

(iii) For each Converted Client that is a Tax Filing Client that continues to process live billable payroll with ADP after satisfying the Retention Period, ADP will pay You an additional ten percent (10%) of the Net Collected Revenues starting on the thirteenth (13th) month that the Converted Client processes live billable payroll and continuing for the life of the Converted Client or five (5) years from the date the Converted Client started processing with ADP, whichever is shorter.

The Retention Period is calculated based on the Client processing continuously for ninety (90) days without a gap greater than Client's standard payroll frequency. Promotional and/or free payroll processing and the invoicing of monthly maintenance billing will not qualify for inclusion in the calculation of the Retention Period.

For purposes of clarity, "Net Collected Revenues" shall (1) INCLUDE the following fees billed to eligible Tax Filing Clients by ADP which may vary based on changes in frequency, number of employees and other variables in processing: (i) payroll processing fees, and (ii) fees for comparable tax filing services and (2) EXCLUDE the following: (i) fees derived from set-up, training, shipping, payroll delivery and delivery and/or installation of any software and equipment, custom programming, sale, leasing or rental of equipment or software, maintenance, or the provision of checks, forms, or other supplies; (ii) fees for official bank checks, W-2 forms, or tax reports; (iii) sales, service, excise, state and local taxes, special one-time report fees and refundable deposits; (iv) third party pass-through charges, (v) fees derived from an ADP product or service that is not a payroll processing or tax filing service including but not limited to: time and attendance services, premium payment programs for insurance premiums, HR products and services, non-payroll processing aspects of employee leasing services, retirement services, insurance services and benefit administration services whether offered as ancillary services to the payroll and tax filing services or combined with such services into an integrated offering, or (vi) fees for ADP services not in existence on the date You accept these Terms. In no event shall payment to You for any single Converted Client exceed: (i) Four Thousand Dollars ($4,000.00) per year for any Client with between 50 and 999 employees cumulatively including through subsidiary or affiliated relationships and/or any client that purchases the ADP WorkForce Now service; or (ii) Four Thousand Dollars ($4,000.00) per year for any ADP Resource or ADP TotalSource Clients purchasing services from ADP's TotalSource Division.

You shall not be eligible for a referral fee payment and shall not receive payment for any Client for which ADP has previously made payment to You through any other ADP agreement including revenue sharing, acquisition or wholesale agreements or for any Client that is already a client of ADP, or for any Client that upgrades or starts processing on a different or subsequent ADP payroll or other product, or, in the case of ADP Resource or ADP TotalSource Clients, for additional locations, affiliates and/or subsidiaries. You shall not be entitled to a referral fee or payment for (i) any Clients that are being implemented to receive the Services as of the date You enter the Client as a referral, (ii) any Clients that are independently sold by ADP to receive the Services, (iii) any Clients provided to ADP by another ADP business partner prior to the date such Client was properly submitted to ADP by You pursuant to the provisions of this Agreement, (iv) Clients whose sales order does not reference Your designated PIC, (v) merely providing a list, or the contact information, or merely entering the Client in the Referral Site, without engaging in the Referral Activities or assisting with the Client's decision to sign with ADP, (vi) referring Clients to any services not included in the Services, and/or (vii) any Clients that do not meet ADP's eligibility requirements in ADP's sole discretion.

(c) RESERVATION OF RIGHTS.

For purposes of Paragraph 1(b) above, You understand that the processing fees and charges invoiced by ADP to the Clients shall be solely at the discretion of ADP. ADP reserves the right to decline processing for any Client based on ADP's requirements.

(d) PAYMENTS.

ADP shall make payments on a quarterly basis for any Clients that are Tax Filing Clients only, become Converted Clients and are otherwise eligible for payment pursuant to these Terms (including the requirement that You refer at least five (5) Clients to ADP that have become Converted Clients). Payments shall be made by check on a quarterly basis forty-five (45) days after the end of a calendar quarter for payments that are accrued and owing for the previous calendar quarter so that the Net Collected Revenue due for any year of a Client's processing under this Agreement will be paid quarterly in 1/4th increments based on the Tax Filing Client's monthly invoiced billing for the preceding quarter. All such payments shall be made to You at the address and contact set forth upon enrollment. Notwithstanding anything set forth to the contrary, all payments to You for a particular Converted Client shall cease when the Converted Client is no longer receiving the Services from ADP, if a Tax Filing Client ceases to use ADP's tax filing Services or upon any termination or expiration of this Agreement.

2. OWNERSHIP/LICENSE.

You acknowledge that all rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Program and the related logos, names, etc. are reserved. The Program, and related software and systems, is the licensed and/or owned property, and embodies the proprietary trade secret technology, of ADP and/or its licensors or Vendors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws. ADP grants You a non-exclusive, non-transferable license to use the Program to access Your account. ADP may terminate or suspend Your access to the Program (in whole or in part) at any time, with or without notice, if ADP has reason to believe that You have violated these Terms or are otherwise using the Program in an inappropriate manner or if any fraudulent activity is suspected. The right to use the Program and access the services provided by the Program is granted only to enrollees of the Program and their authorized employees for the sole purpose of utilizing the Program and this limited license terminates when You or ADP terminates the Program and/or these Terms.

3. CONFIDENTIALITY; NON-SOLICITATION; REFERRALS.

(a) You and ADP will treat all information provided to it by the other or through the Program as confidential with the same degree of care and confidentially that it provides for its own confidential information; provided that any information provided by a Client to ADP shall not be covered by this Agreement even if identical information was provided to ADP by You. Use of the Program by You is an express acknowledgment and consent by You to the use of and access to any information provided by You in conjunction with or related to the Program, by ADP or its agents to the extent necessary to fulfill their obligations related to the Program, or in an aggregated manner.

(b) Non-Solicitation of Converted Clients. For five (5) years after the date on which the Converted Client begins processing payroll with ADP or the life of the Converted Client, whichever is longer (the "Non-Solicitation Period"), You agree that You shall not, directly or indirectly, solicit or refer any Converted Client to any other vendor of payroll services or professional employer services (and/or related payroll tax services), and/or any vendor of any software, systems or documentation on, through, or by which such payroll services (and/or related payroll tax services) could be performed, or otherwise intentionally interfere with or interrupt ADP's payroll or other services relationships with the Converted Clients. If at any time during the Non-Solicitation Period, You directly or indirectly violate the terms of the non-solicitation, ADP shall have the right, in addition to any other rights set forth herein including the right to terminate this Agreement, these terms or Program access, to recover all fees paid to You associated with the Converted Client(s) that are the subjects of the violation of the non-solicitation.

(c) Referrals. You agree to use commercially reasonable efforts to refer Your existing and new clients to ADP for the provision of the Services to Your clients. By agreeing to these terms You represent that You have the authority, express or otherwise, to represent and/or refer Your existing and new clients to ADP as contemplated by this Agreement.

4. TERM/TERMINATION.

These Terms shall apply for so long as You are enrolled in the Program and use and/or access the Referral Site. ADP may terminate Your participation in the Program and Your access to the site at any time upon notice to You if You fail to comply with these Terms, are otherwise using the Program for a purpose other than a legitimate business purpose related to the Program, or if any fraudulent activity is suspected. Upon any termination, all obligations under Paragraphs 2, 3, 4, 5, 6, 7, 8 and 9 of these Terms shall survive. Following any termination, Your eligibility to re-enroll in the Program will be at ADP's discretion. The initial term of this Agreement shall be for twelve (12) calendar months from the date of Your enrollment (the "Initial Term") after which this Agreement will automatically renew for additional twelve (12) month term(s) (each a "Renewal Term"). Together the Initial Term and Renewal Term shall be referred to herein as the Term. Either party may terminate this Agreement for any reason on thirty (30) days written notice. Following any termination, You will continue to receive payments that have accrued and are owing for any referrals for which You were entitled to payment under the Program Terms, through the date of termination. In no event will You receive any payments for referred Clients that have not met the Retention Period, are otherwise not eligible to receive the Services, or following any termination of Services by a Converted Client.

5. USE OF THE PROGRAM/COMPLIANCE WITH LAWS.

You will use the Program as described in these Terms and in accordance with the instructions and reasonable policies established by ADP or its agents from time to time and communicated to You and/or as posted on any applicable Program web sites. By enrolling in the Program You are agreeing to any online terms or service agreements and any fees set forth on any Program web sites. You may not use the Program for any other purpose or interfere with or disrupt Program servers, databases or any network connected to them, or use the Program to violate any law, statute or regulation; or conduct any other illegal activity, or to harvest or otherwise collect information submitted by third parties, including e-mail addresses, without the express consent of such third parties. ADP does not guarantee against any loss or alteration to Your data. You confirm that all information provided by You is accurate and complete and ADP shall have no liability for any errors or inaccuracies in the Program based upon information provided by You or the person accepting these Terms on Your behalf. You will be responsible for Your compliance with all laws and governmental regulations affecting Your business including rules and regulations applicable to ADP regarding trade sanctions, export controls, or trade with prohibited parties. In addition, ADP may immediately suspend or terminate this Agreement in its entirety, including Your participation in the Program, if doing business with You causes or will cause ADP or its Affiliates to be in violation of any sanction laws applicable to ADP or its Affiliates. You agree to pay any applicable taxes levied or based on any payments received by You under the Program and to comply with any professional rules regarding use of the Program. You understand that if You are an individual You are not eligible to enroll in the Program which is available solely for U.S. companies and sole proprietors.

6. ACCOUNT SECURITY AND PASSWORDS.

In order to access and use the Program You will be required to provide proper authentication including your User Name, Password and any other authentication required by ADP or its third party agent ("Authentication") to access the Program. You are responsible for safeguarding the confidentiality of Your account information (including user email address(es) and your Authentication selected by You or issued to You) and agree to take any and all actions necessary to maintain the privacy of Your Authentication for the Program. You are responsible for any use or misuse of Your account or the Program resulting from any unauthorized third party or employee using any Authentication selected by You or issued to You and You agree to notify ADP immediately of any known or suspected unauthorized access to or use of Your account, Authentication of any individual user to whom You have issued Authentication or any other breach of security or misuse of the Program known to or suspected by You. You agree that ADP may immediately terminate this Agreement and Your participation in the Program, with or without notice, in the event of any suspected or actual fraudulent activity or unauthorized access.

7. PROMOTIONAL ACTIVITIES AND TRADEMARK/LOGO USAGE.

You agree that You will not, without the prior written consent of ADP in each instance: (i) use in advertising, publicity, or otherwise, ADP's name, or that of any affiliate or subsidiary of ADP, or any partner, or employee of ADP, or any trade name, trademark, trade device, logo, service mark, domain name, symbol or any abbreviation, contraction or simulation thereof owned by ADP or its affiliates or subsidiaries (collectively, the "ADP Marks"), (ii) use the ADP Marks in any manner that might express or imply ADP's affiliation, sponsorship, endorsement, or approval other than as consistent with these Terms, or (iii) represent, directly or indirectly, that any product or any services provided by You has been approved or endorsed by ADP (unless specifically so approved or endorsed pursuant to a separate agreement). Any materials You plan to use for advertising, media releases, web sites, marketing or educational purposes which involve these Terms and identify ADP or the Services covered hereby, must be reviewed and approved in writing by ADP before being used and may require You to sign additional forms. ADP may make available to You certain standard ADP advertising and/or promotional literature and marketing materials promoting the Services that You will be permitted to distribute as part of Your marketing activities under these Terms. You agree that you will use the ADP Marks solely in the manner described in the ADP Logo Use Guidelines found at www.adp.com/logoguidelines and as may be prescribed by ADP from time to time, at ADP's sole discretion. ADP grants no rights other than those expressly granted herein. You acknowledge ADP's sole ownership of the ADP Marks and all associated goodwill and agree that, except for use of the ADP Marks as approved in advance in writing by ADP in connection and consistent with these Terms, You will not directly or indirectly at any time adopt, use, or register any ADP trade names, trademarks, logos, service marks, certification marks, domain names, trade dress, or other similar or dilutive identifier, in whole or in part, in connection with any business, goods or services. You agree that all use of the ADP Marks by You will inure to the benefit of ADP. In all materials, display of the ADP logo must include the ® symbol and the attribution clause: "The ADP logo is a registered trademark owned by ADP, LLC in the United States and other countries." You agree that the manner of use and display of the ADP Marks will conform to the quality and use standards set and controlled by ADP, as amended from time to time. ADP reserves the right to periodically review Your use of the ADP Marks and You agree to promptly correct any conditions as directed by ADP but in no event later than five (5) days following notice from ADP. You shall cooperate fully with ADP to facilitate periodic review of any use by You of the ADP Marks and of Your compliance with the ADP Quality and Use Guidelines. You agree to notify ADP within 10 business days of any changes to the information provided by You or to any approved use. Upon termination of this Agreement or these Terms or notice to cease and desist use of the ADP Marks for any reason, You agree to remove any links to ADP's web site within two business days of receiving ADP's termination or cease and desist notice and to cease all use of the ADP Marks upon the earlier of depletion of existing supply of approved materials or 30 days after receiving ADP's termination or cease and desist notice.

By agreeing to these Terms, as may be updated from time to time by ADP and posted at any applicable Program web sites, You agree that You are the owner of all right, title and interest in and to Your Company's logo(s) (the "Logos"), including all copyrights, common law trademark rights, and trademark registrations and applications pertaining thereto; and that ADP may use such Logos in connection with the promotion and marketing of the Services in any marketing or other materials ("Materials"), whether in written or electronic form. In exchange for the consideration set forth in this Agreement, You hereby grant to ADP the right, but not the obligation, to reproduce and display the Logos on or in the Materials for the purpose of promoting the Services, including in any co-branded Materials or on an ADP web site. You represent and warrant that: (a) You are the exclusive owner of all right, title, and interest in and to the Logos; (b) You are authorized to enter into this Agreement; and (c) use of the Logos by ADP as described herein does not violate or infringe upon the trademarks, service marks, copyright, and/or other rights of any third parties.

(c) Disclaimer of Warranties. ADP MAKES NO WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE ADP MARKS, INCLUDING ANY WARRANTY OF NONINFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ADP BE LIABLE FOR ANY DAMAGES FOR TERMINATION OF THESE TERMS OR FOR YOUR USE OF THE ADP MARKS, INCLUDING, BUT NOT LIMITED TO, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO YOUR MARKETING, DISTRIBUTION, ANY USE OR TERMINATION OF USE OF THE ADP MARKS OR WEB SITE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(d) Your Indemnity Obligations. You agree to indemnify, defend, and hold harmless ADP from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) and pay the amount of any adverse final judgment (or settlement to which both parties consent) arising out of or related to any use by You of the ADP Marks, or any use by ADP of Your Logos.

(e) These Terms and/or Your participation in the Program does not grant to You any right or license in, or to, any copyrights in any materials and/or documentation or to any rights of copyright in or to any ADP provided materials.

(f) Except as provided for herein, You may not modify publish, transfer or assign any material in any media provided by ADP, in whole or part, without ADP's prior written permission. You shall be responsible for the cost of any advertising and promotional activities You undertake to assist You to fulfill Your obligations under these terms.

8. DISCLAIMER OF WARRANTIES/LIMITATION OF DAMAGES.

NEITHER ADP NOR ITS AGENTS, LICENSORS OR VENDORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, FOR ANY PURPOSE.

ALL OF THE FOREGOING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ADP AND ITS AGENTS, LICENSORS AND VENDORS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

ADP WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES INCLUDING LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF INFORMATION THAT YOU MAY INCUR OR EXPERIENCE IN CONNECTION WITH THESE TERMS OR THE PROGRAM, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

ADP will not be liable for any damage or losses arising out of or otherwise related to (1) Your use of the Program or use by anyone to whom You have given access to the Program; (2) errors, bugs or other defects in the Program; (3) lost information; (4) illegal or criminal activities; (5) mistakes, omissions, interruptions, deletion of files or email, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction, unauthorized access to Program records, programs or services or any third party actions including those of any ADP Vendor; or (6) Your actions with Your employees or vendors, or the use of their information.

9. GENERAL.

These Terms as may be updated from time to time supersede any prior agreements or terms on the same subject matter and will govern Your participation in the Program as well as all disclosures and exchanges of Confidential Information by the parties. These Terms do not modify or terminate any existing arrangements between You and ADP relating to the provision of official bank checks or use of any ADP trademarks, trade names, logos, copyrights.

These Terms may be modified by ADP from time to time at any time and You are responsible for any updates posted on the Program web site or sent to You by ADP. The failure of You or ADP at any time to enforce any right or remedy available to it under these Terms with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. These Terms are governed by the laws of the State of New York without giving effect to its conflict of law provisions. You and ADP agree that each is acting independently of the other, that You are not joint venturers, and that neither is an agent of the other. All notices made under or in connection with these Terms, shall be in writing and shall be deemed to have been given three (3) days after mailed in any general or branch United States Post Office, enclosed in a registered or certified post-paid envelope, if to ADP addressed to: ADP, Attention: Manager, Accountant Revenue Share Program-SBS, 71 Hanover Road, Florham Park, NJ 07932, with a copy to Automatic Data Processing, Inc., One ADP Boulevard, Roseland, New Jersey 07068, Attention: General Counsel, and if to You, at the address given for participation in the Program; provided, however, that any notice of change of address shall be effective only upon receipt. These Terms shall not be assigned by You without ADP's prior written consent and any attempted assignment without such consent shall be void. Nothing contained in these Terms is intended to create third-party beneficiaries of or under these Terms. The acceptance, execution, delivery, use and performance by You of this Agreement will not (i) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to the You, (ii) require any filing with, or require You to obtain any permit, consent or approval of, or require You to give any notice to, any governmental or regulatory body, agency or authority or any other person or entity, except for a filing, consent, approval or notice which would not prevent Your ability to perform Your obligations hereunder and would not result in any liability to ADP, or (iii) result in a violation or breach by You under any of the terms of any agreement (including Your agreement with Your clients), license or other instrument or obligation to which You are a party, or by which You or any of Your properties or assets may be bound.

10. THESE TERMS.

You should print a copy of these Terms for your records. If You do not have print capability or You otherwise desire to obtain a hard copy of these Terms please contact Your ADP sales representative to request a hard copy.

By entering Your name, title and clicking the "Accept" box below You acknowledge that You have read, are duly authorized by all necessary and appropriate corporate or other required action, to accept these Terms, and You do accept these Terms.

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