Exhibit 10.20
REFERRAL AGREEMENT
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This Agreement is made as of October 24, 2001 (the "Effective Date"), between
Ceridian Corporation, a Delaware Corporation, for itself and through its direct
or indirect wholly owned subsidiaries including Xxxxxxxx.xxx Inc., a New Jersey
corporation, and subsidiaries to potentially be formed to implement this
Agreement (collectively, "Ceridian"); and USI Insurance Services Corporation, a
Delaware Corporation, for itself and through its various subsidiaries
(collectively, "USI").
Ceridian provides payroll processing services including integrated HRMS, and
payroll tax filing services for businesses through itself and through
Xxxxxxxx.xxx Inc., but for which the purposes of this Agreement shall exclude
employee self-service services ("Payroll Services"); standalone tax filing
services through itself and through Xxxxxxxx.xxx Inc. ("Standalone Tax Filing
Services"); standalone check printing services ("Standalone Check Printing
Services"); and standalone W-2 printing services ("Standalone W-2 Printing
Services") to its customers (collectively "Ceridian Products and Services").
USI provides employer paid health insurance, employer paid welfare insurance,
property insurance, casualty insurance, workers compensation insurance, bond and
surety insurance coverage, non-qualified executive benefit plans services, life
and disability insurance, risk management consulting services, and voluntary
worksite marketing insurance products (as delivered through workplace counselors
in either a standalone enrollment process or through employers' general
benefits-wide enrollment processes) to its customers (collectively "USI Products
and Services").
Ceridian and USI wish to form a business relationship whereby USI will refer
prospective customers to Ceridian and whereby Ceridian will refer prospective
customers to USI.
Now, therefore, the parties agree as follows:
1. Referrals.
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(a) USI Referrals. Referrals for Ceridian Products and Services will be
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sent to Ceridian from USI representatives on referral data sheets in a
form to be agreed between the parties promptly following the Effective
Date and as amended from time to time thereafter (including
specification of the Ceridian Products and Services believed to be of
interest) and shall be deemed "USI Prospects." Such referral data
sheets shall be sent by fax, by mail, or by electronic mail to a
designated Ceridian address; or by any other mutually agreeable
method. Ceridian may reject a USI Prospect if (i) the USI Prospect is
an existing customer of Ceridian; (ii) Ceridian has previously
received a referral of that USI Prospect; or (iii) Ceridian has been
in direct contact with the USI Prospect at any time during the two
month period preceding the referral. If a USI Prospect accepted by
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Ceridian purchases Payroll Services, Standalone Tax Filing Services,
Standalone Check Printing Services, or Standalone W-2 Printing
Services within seven months of the initial referral date pursuant to
contract with Ceridian, then the USI Prospect will be deemed a "USI
Eligible Customer." Nothing herein shall be construed to require USI
to refer any particular USI customer to Ceridian or to require
Ceridian to accept a USI Prospect or to provide services to a USI
Prospect that would cause the USI Prospect to be deemed a USI Eligible
Customer.
(b) Ceridian Referrals. Referrals for USI Products and Services will be
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sent to USI from Ceridian representatives on referral data sheets in a
form to be agreed between the parties promptly following the Effective
Date and as amended from time to time thereafter (including
specification of the USI Products and Services believed to be of
interest) and shall be deemed "Ceridian Prospects." Such referral data
sheets shall be sent by fax, by mail, or by electronic mail to a
designated USI address; or by any other mutually agreeable method. USI
may reject a Ceridian Prospect if (i) the Ceridian Prospect is an
existing customer of USI; (ii) USI has previously received a referral
of that Ceridian Prospect; or (iii) USI has been in direct contact
with the Ceridian Prospect at any time during the two month period
preceding the referral. If a Ceridian Prospect accepted by USI
purchases USI Products and Services within seven months of the initial
referral date pursuant to contract with USI, then the Ceridian
Prospect will be deemed a "Ceridian Eligible Customer." Nothing herein
shall be construed to require Ceridian to refer any particular
Ceridian customer to USI or to require USI to accept a Ceridian
Prospect or to provide services to a Ceridian Prospect that would
cause the Ceridian Prospect to be deemed a Ceridian Eligible Customer.
(c) Referral Cooperation. Ceridian and USI will each educate their sales
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and support teams about the referral relationship established by this
Agreement and about the products and services of the other, and will
instruct such teams, as appropriate, to cooperate with the other when
customers or prospects wish to explore purchase of the other party's
products and services.
(d) Referral Issue Resolution Process. Ceridian and USI will each appoint
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a representative to resolve referral process related issues, which
representatives will have the authority to resolve referral process
related conflicts at the sales representative level.
2. USI Fees.
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(a) Payroll Services Fees. For purposes of this Agreement, "Payroll
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Eligible Revenue" is the net revenue that Ceridian receives from an
USI Eligible
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Customer for fees charged for payroll processing, tax filing, direct
deposit, check signing and stuffing, check reconciliation, management
reports, and all integrated product, Source 500 repetitive fees. For
purposes of this paragraph, "net revenue" shall be the repetitive
service revenue received by Ceridian from a USI Eligible Customer,
exclusive of applicable taxes; pass through charges such as courier
charges; amounts which are subsequently discounted, credited, or
refunded; tax filing float income; and services not described within
Payroll Eligible Revenue. Ceridian will pay USI a fee equal to ten
percent (10%) of Payroll Eligible Revenue received in the forty-eight
months following commencement of Payroll Services by the USI Eligible
Customer. Payments will be made on a quarterly basis within 45 days
after the close of each calendar quarter during which Ceridian
receives the Payroll Eligible Revenue. Payments will be accompanied by
a report indicating the name and address of the USI Eligible Customer,
the date of the referral, the service commencement date, the amount of
the total Payroll Eligible Revenue, and the amount of the fee.
Ceridian will have no obligation with respect to any referral not
meeting the criteria set forth herein for payment of a fee, except as
the parties may otherwise agree in writing prior to any such referral.
(b) Standalone Tax Filing Services Fees. For purposes of this Agreement,
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"Standalone Tax Filing Eligible Revenue" is the net revenue that
Ceridian receives from a USI Eligible Customer for fees charged for
Standalone Tax Filing services. For purposes of this paragraph, "net
revenue" shall be the repetitive service revenue received by Ceridian
from a USI Eligible Customer, exclusive of applicable taxes; pass
through charges such as courier charges; amounts which are
subsequently discounted, credited, or refunded; tax filing float
income; and services not described within Standalone Tax Filing
Eligible Revenue. Ceridian will pay USI a fee equal to twenty percent
(20%) of Standalone Tax Filing Eligible Revenue received in the first
twelve months following commencement of Standalone Tax Filing Services
by the USI Eligible Customer; and fifteen percent (15%) of Standalone
Tax Filing Eligible Revenue received in the thirteenth through
forty-eighth months following commencement of Standalone Tax Filing
Services by the USI Eligible Customer. Payments will be made on a
quarterly basis within 45 days after the close of each calendar
quarter during which Ceridian receives Standalone Tax Filing Eligible
Revenue. Payments will be accompanied by a report indicating the name
and address of the USI Eligible Customer, the date of the referral,
the service commencement date, the amount of the Standalone Tax Filing
Eligible Revenue, and the amount of the fee. Ceridian will have no
obligation with respect to any referral not meeting the criteria set
forth herein for payment of a fee, except as the parties may otherwise
agree in writing prior to any such referral.
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(c) Standalone Check Printing Services Fees. For purposes of this
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Agreement, "Standalone Check Printing Eligible Revenue" is Ceridian's
gross profit from provision of the Standalone Check Printing Services,
which is defined as the difference between (i) the fee that Ceridian
receives from the USI Eligible Customer, exclusive of applicable
taxes, and pass through charges such as courier charges, for the
provision of such services, and (ii) the fee that Ceridian pays to
third party suppliers in connection with Ceridian's provision of such
services to the USI Eligible Customer. Ceridian will pay USI a fee
equal to twenty-five percent (25%) of Standalone Check Printing
Eligible Revenue received in the first twelve months following
commencement of Standalone Check Printing Services by the USI Eligible
Customer; twenty percent (20%) of Standalone Check Printing Eligible
Revenue received in the thirteenth through twenty-fourth months
following commencement of Standalone Check Printing Services by the
USI Eligible Customer; fifteen percent (15%) of Standalone Check
Printing Eligible Revenue received in the twenty-fifth through
thirty-sixth months following commencement of Standalone Check
Printing Services by the USI Eligible Customer; and ten percent (10%)
of Standalone Check Printing Eligible Revenue received in the
thirty-seventh through forty-eighth months following commencement of
Standalone Check Printing Services by the USI Eligible Customer.
Payments will be made on a quarterly basis within 45 days after the
close of each calendar quarter during which Ceridian receives
Standalone Check Printing Eligible Revenue. Payments will be
accompanied by a report indicating the name and address of the USI
Eligible Customer, the date of the referral, the service commencement
date, the amount of Check Printing Eligible Revenue, and the amount of
the fee. Ceridian will have no obligation with respect to any referral
not meeting the criteria set forth herein for payment of a fee, except
as the parties may otherwise agree in writing prior to any such
referral.
(d) Standalone W-2 Printing Services Fees. For purposes of this Agreement,
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"Standalone W-2 Printing Eligible Revenue" is the net revenue that
Ceridian receives from a USI Eligible Customer for fees charged for
Standalone W-2 Printing Services. For purposes of this paragraph, "net
revenue" shall be the revenue received by Ceridian from a USI Eligible
Customer, exclusive of applicable taxes; pass through charges such as
courier charges; amounts which are subsequently discounted, credited,
or refunded; and services not described within Standalone W-2 Printing
Eligible Revenue. Ceridian will pay USI a fee equal to twenty-five
percent (25%) of Standalone W-2 Printing Eligible Revenue received in
the first twelve months following commencement of Standalone W-2
Printing Services by the USI Eligible Customer; twenty percent (20%)
of Standalone W-2 Printing Eligible Revenue received in the thirteenth
through twenty-fourth months following commencement of Standalone W-2
Printing Services by the USI Eligible Customer; fifteen percent
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(15%) of Standalone W-2 Printing Eligible Revenue received in the
twenty-fifth through thirty-sixth months following commencement of
Standalone W-2 Printing Services by the USI Eligible Customer; and ten
percent(10%) of Standalone W-2 Printing Eligible Revenue received in
the thirty-seventh through forty-eighth months following commencement
of Standalone W-2 Printing Services by the USI Eligible Customer.
Payments will be made on a quarterly basis within 45 days after the
close of each calendar quarter during which Ceridian receives
Standalone W-2 Printing Eligible Revenue. Payments will be accompanied
by a report indicating the name and address of the USI Eligible
Customer, the date of the referral, the service commencement date, the
amount of Standalone W-2 Printing Eligible Revenue, and the amount of
the fee. Ceridian will have no obligation with respect to any referral
not meeting the criteria set forth herein for payment of a fee, except
as the parties may otherwise agree in writing prior to any such
referral.
3. Ceridian Fees. For purposes of this Agreement, "USI Products and Services
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Eligible Revenue" is the net commissions or fees that USI receives as a
result of sales of USI Products and Services to a Ceridian Eligible
Customer. For purposes of this paragraph, "net commissions or fees" shall
be the commissions or fees received by USI on account of a Ceridian
Eligible Customer calculated net of amounts paid to outside producers and
exclude contingent commissions, interest income, and return commissions due
as a result of cancellations and reductions of coverage. For each USI
Product and Service which a Ceridian Eligible Customer purchases from USI,
USI will pay Ceridian a fee equal to ten percent (10%) of the USI Products
and Services Eligible Revenue related to such USI Product or Service
received in the first twelve months following commencement of such USI
Product or Service by the Ceridian Eligible Customer; provided, however,
that, the ten percent (10%) payment to Ceridian referred to above will
increase to twenty percent (20%) after the first twelve months of this
Agreement; provided further, however, that if by December 31, 2001, the
parties have not successfully negotiated a definitive agreement for the
provision of outsourcing services by Ceridian to USI in connection with
USI's Cobra, FSA, and 401(k) services (together with a referral agreement
related to such services), the reference to "ten percent (10%)" in this
sentence shall be deemed to be "twenty percent (20%)" and the reference to
"increase to" shall be deemed to be "remain at". For each USI Product and
Service which a Ceridian Eligible Customer purchases from USI, USI will pay
Ceridian a fee equal to fifteen percent (15%) of the USI Products and
Services Eligible related to such USI Product or Service received in the
thirteenth through forty-eighth month following commencement of such USI
Product or Service by the Ceridian Eligible Customer. Payments will be made
on a quarterly basis within 45 days after the close of each calendar
quarter during which USI receives the USI Product and Service Eligible
Revenue. Payments will be accompanied by a report indicating the name and
address of the Ceridian Eligible Customer, the date of the referral, the
USI Product(s) or Service(s) sold,
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the service commencement date, the amount of the USI Products and Services
Eligible Revenue, and the amount of the fee. USI will have no obligation
with respect to any referral not meeting the criteria set forth herein for
payment of a fee, except as the parties may otherwise agree in writing
prior to any such referral.
4. Marketing Activities. The parties will create and provide marketing
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materials to support referral activity. The level of participation and
responsibility of the parties will be agreed from time to time, including
joint collateral development, joint marketplace/tradeshow presence, mutual
sponsorship of events, presence at the other party's sales conferences or
other events or conferences, among other potential marketing efforts
collectively undertaken by the parties. Unless otherwise agreed in writing
between the parties, each party will bear its own expenses incurred in
marketing activities supporting the referral relationship. Neither party
shall distribute any marketing materials (including advertisements,
promotional brochures, user guides, press releases, public announcements,
web pages, web banners, metatags, or other notices in printed or electronic
form) without the prior approval of the other party whenever such materials
contain a reference to the other party, the other party's products or
services, or the other party's proprietary logos, trademarks or service
marks. Neither party shall, pursuant to this Agreement or otherwise, have
or acquire any right, title or interest in or to the other party's
trademarks or trade names. Each party's use of the other party's trademarks
shall be pursuant to the other party's trademark policies and procedures in
effect from time to time. Neither party shall have the right to use any
trademark of the other party except to refer to the other party's products
or services in accordance with the provisions of this Agreement.
5. Interface Integration. The parties will work together to develop, as soon
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as reasonably practicable given each party's available technical resources,
any data interfaces jointly determined by them to be necessary to implement
the parties' mutual success under this Agreement. Each party will be
responsible for its interface development costs. The parties shall jointly
own the interfaces developed pursuant to this paragraph, which interfaces
shall be used solely for furthering the purposes of this agreement.
6. Term. The term of this Agreement shall commence on the Effective Date and,
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unless terminated pursuant to the provisions of Section 7(a)-(d), continue
in effect until October 31, 2006 (the "Initial Term"). Thereafter, the
Agreement shall continue in effect until terminated pursuant to the
provisions of Section 7.
7. Termination. This Agreement may be terminated by either party under any of
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the following provisions:
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(a) by either party if the other party is in material default under this
agreement and such material default has not been cured within sixty
(60) business days of written notice;
(b) by Ceridian if USI ceases to exist, or sells substantially all of its
assets, or is a party to any merger, consolidation, reorganization,
exchange of stock or assets, unless USI is the surviving corporation;
(c) by USI if Ceridian ceases to exist, or sells substantially all of its
assets, or is a party to any merger, consolidation, reorganization,
exchange of stock or assets, unless Ceridian is the surviving
corporation;
(d) by either party if any voluntary or involuntary case, action or
proceeding is commenced or filed by or against the other party under
any bankruptcy, reorganization, insolvency or other similar law now or
hereafter in effect; or a custodian, receiver, trustee, assignee for
the benefit of credits generally (or other similar official) is
appointed to take possession, custody or control of all or a
substantial portion of the property of such party;
(e) following the Initial Term, by either party upon not less than four
months' prior written notice of termination.
8. Obligations Upon Expiration or Termination. Upon termination or expiration
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of this Agreement for any reason, each party agrees:
(a) to immediately remove all hyperlinks and all references, marks and
content belonging to the other party between its website(s) and the
other party's website(s), and on all customer documentation related to
this Agreement;
(b) to destroy or return to the other party any of the other party's
marketing, advertising or other materials embodying or containing the
other party's trademarks, service marks, or content and certify to the
other party that such marketing, advertising or other materials, and
all copies thereof, have been returned to such party or destroyed;
(c) to comply with the provisions of Sections 2 and 3 (Fees), Section 9
(Audits), Sections 12 and 13 (Indemnification), Section 14 (Limitation
of Liability), Section 15 (Confidentiality), and Section 19
(Publicity); and
(d) to comply with existing service agreements with each party's
respective customers according to the terms and subject to the
conditions specified in the existing agreements with the customers.
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9. Audits. Each party will maintain records of all activities subject to
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payments pursuant to this Agreement. Each party shall allow the other party
and its representatives, including independent certified public accounting
firms designated by the other party to have access, at a mutually agreed
upon time during normal business hours, to the records and books of account
that relate solely to the Agreement for the purpose of determining whether
the appropriate payments have been made under this Agreement. Such audits
may not be required more often than once every calendar year and shall
relate only to the shorter period of (a) the previous twenty-four months
and (b) the previous twenty-four months less any previously audited period.
If any such audit properly determines a discrepancy of greater than five
percent (5%), the audited party shall pay the fees of the auditing party,
together with any fees due.
10. Restrictions.
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(a) Ceridian agrees that, during the term of this Agreement, it shall not
offer services substantially similar to any of the USI Products and
Services or enter into any referral agreement with a third party for
provision of services substantially similar to the USI Products and
Services. Specifically excluded from the preceding sentence shall be
(i) agreements currently existing between Ceridian and third parties
as disclosed on Schedule 10(a)(i); and (ii) any customers brought to
Ceridian by a current or subsequent referral or alliance partner. Upon
written notice from Ceridian, the first sentence of this section shall
become void and of no effect if any of the milestone targets described
on Schedule 10(a) are not achieved.
(b) USI agrees that, during the term of this Agreement, it shall not offer
services substantially similar to any of the Ceridian Products and
Services or enter into any referral agreement with a third party for
provision of services substantially similar to the Ceridian Products
and Services. Specifically excluded from the preceding sentence shall
be any customers brought to USI by a current or subsequent referral or
alliance partner. Upon written notice from USI, the first sentence of
this section shall become void and of no effect if any of the
milestone targets described on Schedule 10(b) are not achieved.
(c) USI agrees that, during the term of this Agreement, it shall not
without Ceridian's written permission offer COBRA administration,
flexible spending account administration, retirement plan
administration, or employee benefit enrollment self-service services
to any Ceridian Prospects. Likewise, Ceridian agrees that, during the
term of this Agreement, it shall not without USI's written permission
offer COBRA administration, flexible spending account administration,
retirement plan
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administration, or employee benefit enrollment self-service services
to any USI Prospects.
(d) Except as stated in Sections 10(a), 10(b), and 10(c), the business
relationship between the parties shall be non-exclusive and shall not
restrict either party from doing business with any third party.
11. Independent Contractor Relationship. This Agreement is not intended to nor
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does it constitute or create a joint venture, partnership, or other
relationship of any kind except as specifically described in this
Agreement. Neither party shall have authority to bind the other. Each party
shall be and remain an independent contractor and shall be solely
responsible for all its employees and other obligations arising in respect
of its performance of obligations under this Agreement. Except for any
representations that may be contained in any web page or promotional
materials that may be prepared jointly and agreed to by both parties,
neither party shall be authorized to make representations to any third
party regarding the other party or its products or services.
12. Indemnification by Ceridian. Ceridian shall indemnify, defend and hold
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harmless USI from and against any and all costs, expenses, liabilities,
losses, damages, injunctions, suits, actions, fines, penalties, levies,
assessments and claims and demands of every kind or nature, including legal
costs and attorneys fees, made by or on behalf of any party, person or
governmental authority, arising out of or resulting from the inaccuracy or
breach of any representation or warranty of Ceridian contained in this
Agreement; any breach or default by Ceridian of any covenant, obligation or
agreement of Ceridian contained in this Agreement; or any negligent,
willful, fraudulent or dishonest act or omission of Ceridian or its agents
or employees.
13. Indemnification by USI. USI shall indemnify, defend and hold harmless
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Ceridian from and against any and all costs, expenses, liabilities, losses,
damages, injunctions, suits, actions, fines, penalties, levies, assessments
and claims and demands of every kind or nature, including legal costs and
attorneys fees, made by or on behalf of any party, person or governmental
authority, arising out of or resulting from the inaccuracy or breach of any
representation or warranty of USI contained in thus Agreement; any breach
or default by USI of any covenant, obligation or agreement of USI contained
in this Agreement; or any negligent, willful, fraudulent or dishonest act
or omission of USI or its agents or employees.
14. Limitation of Liability. Neither party shall be liable to the other for any
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loss of profits or any special, incidental or consequential damages even if
it has knowledge of the possibility of such potential loss or damage.
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15. Confidentiality.
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(a) References in this Section to the "disclosing party" shall mean the
party which discloses its own Confidential Information (defined below)
to the other party, and the "recipient party" shall mean the party
receiving such Confidential Information.
(b) The parties agree that it is the obligation of the recipient party to
maintain the confidentiality of information provided by the disclosing
party in connection with this Agreement. The parties shall treat as
strictly confidential, and shall not use, disclose or permit to be
used or disclosed at any time; except as specifically permitted in
writing by the disclosing party, proprietary or confidential
information of the disclosing party or that of its parent, affiliates,
or subsidiaries, whether the recipient party has such information in
its memory or it is embodied in writing, electronic or other physical
form. Confidential or proprietary information shall include any
information of the disclosing party, its parent, affiliates, or
subsidiaries such as, without limitation, any development, sales,
financial or accounting procedures, accounts, operations, techniques,
methods, business plans, trade secrets, any and all information
regarding the disclosing party's business or how the disclosing party
does business or other property belonging to the disclosing party
("Confidential Information"). The recipient party shall promptly
advise the disclosing party in writing of any unauthorized use or
disclosure of Confidential Information. Each party agrees to maintain
and cause its employees, agents, contractors, subsidiaries and
subcontractors to maintain the terms and conditions of this Agreement
strictly confidential, and not to disclose same to any third party,
except as expressly permitted in writing by the disclosing party. Each
party agrees that its officers, directors, employees, agents,
contractors, subsidiaries and subcontractors shall abide by the terms
of this paragraph and that the recipient party shall be liable for any
unauthorized use or disclosure of Confidential Information by any such
person.
(c) Each party shall limit the dissemination of the Confidential
Information within its own organization, including its parent,
affiliate, subsidiary or successor in interest, or within any
subcontractors, to such individuals whose duties justify the need to
know the Confidential Information.
(d) Confidential Information shall not include information that: (i) is
authorized by the disclosing party in writing to be disclosed; (ii) is
or becomes publicly available through no fault of the recipient party
or any of the recipient party's directors, officers, employees,
agents, contractors, subsidiaries or subcontractors; or (iii) is
independently developed by the recipient party without any use or
knowledge of the Confidential Information.
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(e) If any Confidential Information is required to be disclosed by law,
the recipient party shall promptly notify the disclosing party prior
to disclosing such Confidential Information unless prohibited by the
terms of such legal requirement.
(f) Upon written request following the termination of this Agreement, the
recipient party shall promptly return to the disclosing party all
Confidential Information, including all materials, data, forms, and
all other materials and information provided by the disclosing party.
That portion of the Confidential Information which is copied or stored
in electronic form will be promptly deleted or destroyed upon the
disclosing party's request, such destruction to be confirmed in
writing to the disclosing party.
(g) A recipient party recognizes that the disclosing party's Confidential
Information is of a special, unique, extraordinary and intellectual
character, which gives it peculiar value, the loss of which may not be
reasonably or adequately compensated in damages in any action at law
and that a breach by the recipient party of this Agreement may cause
the disclosing party irreparable injury and damage. A recipient party
agrees that the disclosing party shall be entitled to the remedies of
injunction, specific performance and other equitable relief to prevent
a breach of this Agreement by the recipient party without the
necessity of proving damages and that the disclosing party shall not
be required to post bond or any other form of guarantee as a condition
of such relief. This provision shall not, however, be construed as a
waiver of any rights which the disclosing party may have for damages
or otherwise, nor shall it limit in any way any other remedies which
may result from the breach of this Agreement.
16. Representations and Warranties. Each party represents and warrants to the
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other that in performing its obligations under this Agreement it shall
comply with all applicable federal, state and local laws and regulations,
and that it is free of any contractual or legal obligations that would
prevent it from entering into this Agreement.
17. Insurance Sales Activities. The parties state their intention that no
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activity contemplated hereunder is to be construed as the sale of insurance
by Ceridian in violation of any applicable statute, rule, or regulation.
Each of the parties reserves the right, in its reasonable discretion but
following consultation with the other party, to take any action designed to
effectuate the intention stated in the preceding sentence, and the parties
agree to cooperate with each other in any action reasonably deemed
necessary by a party to effectuate such stated intention.
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18 Force Majeure. Neither party shall be liable or deemed to be in default for
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any delay or failure in performance under this Agreement or interruption of
service resulting directly or indirectly from acts of God, or any causes
beyond the reasonable control of such party.
19. Publicity. Neither USI nor Ceridian shall undertake any advertising,
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promotional disclosures, press releases or other public announcements,
regarding or related to this Agreement, without prior written approval of
the other party; provided, however, that neither party shall be prohibited
hereby from making disclosures to the extent required by law.
20. Notices. All notices given under this Agreement shall be in writing and
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delivered or transmitted by fax or mail to the address set forth below or
such other address as a party may from time to time specify in writing to
the other party, and shall be deemed effective upon the earlier of receipt
by the sending party of confirmation of receipt of fax, or receipt by
recipient. The addressees to which notice are initially to be sent are as
follows:
If to Ceridian to:
Ceridian Corporation
President
Ceridian Employee/Employer Services
0000 Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
with a copy to:
Ceridian Corporation
Senior Vice President, Transactions
and Legal Services
Ceridian Employer/Employee Services
0000 Xxxx Xxx Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Fax: (000) 000-0000
If to USI to:
USI Insurance Services Corporation
President and Chief Operating Officer
00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx XX 00000
Fax: (000) 000-0000
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with a copy to:
USI Insurance Services Corporation
Senior Vice President and General Counsel
00 Xxxxxxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxxxxxxx XX 00000
Fax: (000) 000-0000
21. Attorneys' Fees. In the event of litigation or arbitration between the
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parties concerning this Agreement, the prevailing party will be entitled to
recover reasonable costs and expenses incurred in the litigation or
arbitration, and any appeal therefrom, including costs, reasonable
attorneys' fees and reasonable experts' fees.
22. Governing Law. This Agreement shall be governed by the laws of the State of
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Delaware, without reference to its conflict or choice of law principles.
23. Non-Assignment. Neither this Agreement, nor any rights or obligations in
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this Agreement, shall be assigned or otherwise transferred by either party
without the written consent of the other party, which consent shall not be
unreasonably withheld. If any assignment is made, by operation of law or
otherwise, in violation of this provision, then this Agreement shall
terminate.
24. Amendment. No modification of this Agreement shall be valid unless set
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forth in writing and signed by both parties.
25. Counterparts. This Agreement may be executed in any number of counterparts
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and by facsimile, each one of which shall be an original and all of which
shall constitute one and the same document.
26. Entire Agreement. This Agreement constitutes the entire agreement between
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the parties with respect to the subject matter hereof and supersedes all
previous proposals, both oral and written, negotiations, representations,
commitments, writings and all other communications between the parties.
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IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have executed and delivered this Agreement as of the Effective
Date.
CERIDIAN CORPORATION
By: /s/ Illegible
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Name: Illegible
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Its: President
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USI INSURANCE SERVICES CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
---------------------
Its: CEO
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