Exhibit 10.22
SERVICES AGREEMENT
------------------
This Agreement is made as of December 21, 2001 (the "Effective Date"), between
Ceridian Corporation, a Delaware Corporation, for itself and through its direct
or indirect wholly owned subsidiaries including Ceridian Benefits Services, Inc.
(collectively, "Ceridian"); and USI Insurance Services Corporation, a Delaware
Corporation, for itself and through its various subsidiaries including USI
Administrators, Inc. ("USIA"), USI Consulting Group, Inc. ("USICG") and USI
Retirement Services, Inc. ("USIRS") (collectively, "USI").
Ceridian provides, among other services, COBRA administration services ("COBRA
Services"), flexible spending account administration services ("FSA Services")
and 401(k) retirement plan administration services ("Retirement Plan Services")
(collectively "Ceridian Services").
USI provides, among other services, services similar to the Ceridian Services.
Ceridian and USI wish to form a business relationship whereby Ceridian will
provide certain administrative services to USI in connection with USI's
provision of COBRA administration services, flexible spending account
administration services, and 401 (k) retirement plan administration services to
USI's customers.
Now, therefore, the parties agree as follows:
1. Services.
---------
(a) COBRA Services.
---------------
(i) During the term of this Agreement, Ceridian will provide the
services described on Annex COBRA (i) (subject to the performance
by USI of the responsibilities described therein) to USI for the
price described in Section 2(a)
(ii) During the term of this Agreement, Ceridian will provide to USI
the option to purchase additional services described on Annex
COBRA (ii) for a price to be negotiated between the parties at
the time any such services are requested.
(iii) During the term of this Agreement, Ceridian will use its
commercially reasonable efforts to achieve the performance goals
described on Annex COBRA (iii).
(iv) COBRA Annex (iv) describes the responsibilities of USI in the
work flow required for Ceridian to deliver the services described
on COBRA Annex (i).
1
(b) FSA Services.
-------------
(i) During the term of this Agreement, Ceridian will provide the
services described on Annex FSA (i) (subject to the performance
by USI of the responsibilities described therein) to USI for the
price described in Section 2(b).
(ii) During the term of this Agreement, Ceridian will provide to USI
the option to purchase additional services described on Annex FSA
(ii) for a price to be negotiated between the parties at the time
any such services are requested.
(iii) During the term of this Agreement, Ceridian will use its
commercially reasonable efforts to achieve the performance goals
described on Annex FSA (iii).
(c) Retirement Plan Services.
-------------------------
(i) During the term of this Agreement, Ceridian will provide the
services described on Annex Retirement Plan (i) to USI for the
price described in Section 2(c). In connection with providing
such services, Ceridian shall, at its expense and prior to
conversion, implement interfaces between Ceridian's Trustmark
system and the DC Exchange ("DCX") trading platform currently
used by USI, which provide substantially equivalent functionality
and ease of administration as the interfaces currently used by
USI between the Wystar system and DCX. In providing such
services, Ceridian shall, for trustee and custodial services, use
Xxxxx Bank or such other bank as the parties may from time to
time mutually agree.
(ii) During the term of this Agreement, Ceridian will provide to USI
the option to purchase additional services described on Annex
Retirement Plan (ii) for a price to be negotiated between the
parties at the time any such services are requested.
(iii) During the term of this Agreement, Ceridian will use its
commercially reasonable efforts to achieve the performance goals
described on Annex Retirement Plan (iii).
(iv) Retirement Plan Annex (iv) describes anticipated work flow
between Ceridian, USI, USI's clients, participants, and third
parties.
(v) During the term of this Agreement, in order to assist Ceridian to
perform its obligations under the Agreement, USI will provide to
2
its customers serviced by this Agreement the services described
on Annex Retirement Plan (v) for the price described in Section
2(d).
(d) No Discrimination. With regard to the COBRA, FSA and Retirement Plan
-----------------
services provided pursuant to this Agreement, Ceridian will provide to
USI customers the same quality, responsiveness, levels of service,
staffing levels, and, in the aggregate, staffing seniority in the
aggregate as Ceridian provides to and for its own customers and the
customers of others for whom Ceridian provides outsourced services of
the type covered by this Agreement.
2 Fees. The fees to be charged for the services described in Annexes COBRA
-----
(i), FSA (i), and Retirement Plan (i) and (v) shall be:
(a) COBRA (i): Ceridian will charge USI $.48 per participant in USI
customer plans serviced by Ceridian per month
(b) FSA (i): Ceridian will charge USI $4.70 per participant in USI
customer plans serviced by Ceridian per month
(c) Retirement Plan (i): Ceridian will charge USI $4.72 per
participant in USI customer plans serviced by Ceridian per month,
together with 25% of all sub-TA fees applicable to such
participants
(d) Retirement Plan (v): USI will charge Ceridian Seventy-Five
Thousand Dollars ($75,000) for each month in which services are
billed by Ceridian to USI pursuant to Section 2(c).
3. Billing. Each party shall present monthly invoices to the other for the
--------
services provided pursuant to this Agreement. The parties shall remit
payment for such invoices within thirty (30) days of the date of the
invoice. Any past due invoices shall be subject to a finance charge of the
lower of (a) 1.5% per month or (b) the lowest rate permitted by applicable
law. USI shall be responsible for any applicable taxes charged to the
provision of the services contemplated by this Agreement.
4. Conversion Cooperation. The parties will exercise their commercially
-----------------------
reasonable efforts to assure a prompt and successsful conversion to
Ceridian systems of all plan services contemplated by this agreement. The
parties anticipate that conversion to Ceridian of COBRA plans will take
approximately sixty (60) to ninety (90) days for COBRA Services; ninety
(90) to one hundred twenty (120) days for FSA Services commencing no
earlier than February 15, 2002; and approximately nine months for
Retirement Plan Services. In all
3
instances USI will continue to service particular plans and plan
participants until conversion to Ceridian systems, and shall exercise
commercially reasonable efforts (including but not limited to keeping
qualified and appropriate staff in place prior to the conversion) to
preserve the customer relationship and continue existing levels of customer
service until such conversion. In implementing the conversion, the parties
will in good faith consider, and may mutually agree upon, commercially
reasonable modifications and clarifications to the Annexes to this
Agreement.
5. Potential Recovery by Ceridian of Conversion Costs.
---------------------------------------------------
(a) The parties recognize that Ceridian will incur significant conversion
costs in the performance of this Agreement, which the parties agree
for the purposes of this paragraph to be One Hundred Seventy Five
Thousand Dollars ($175,000) for COBRA Services (the "COBRA Conversion
Charge"); One Hundred Thirty-Five Thousand Dollars ($135,000) for FSA
Services (the "FSA Conversion Charge"); and Eight Hundred Seventy-Two
Thousand Dollars ($872,000) for Retirement Plan Services (the
"Retirement Plan Conversion Charge").
(b) Ceridian and USI each agree to absorb all of its own costs for
conversion of plan services contemplated by this Agreement; provided,
however, that USI agrees that:
(i) for any and each two calendar quarter period, measured at the end
of each of the first and third calendar quarters of 2003, and the
first and third calendar quarters of each year thereafter through
the two calendar quarter period ending in the third quarter of
2006 (each, a "Measuring Period"), in the event that the amount
of fees billed to USI for COBRA Services performed during the
Measuring Period falls below Four Hundred Forty Thousand Three
Hundred Dollars ($440,300), Ceridian shall be entitled to invoice
USI pursuant to the provisions of Section 3 in the following
amounts:
(A) if fees billed are below Three Hundred Eighty-Five Thousand
Dollars ($385,000), twelve and one-half percent (12.5%) of
the COBRA Conversion Charge;
(B) if fees billed are from Three Hundred Eighty-Five Thousand
Dollars ($385,000) to Four Hundred Forty Thousand Three
Hundred Dollars ($440,300), six and one-quarter percent
(6.25%) of the COBRA Conversion Charge;
4
(C) provided, however, that in no instance shall the aggregate
fees charged to USI pursuant to this subsection 5(b)(i)
exceed one hundred percent (100%) of the Cobra Conversion
Charge.
(ii) for any and each Measuring Period, in the event that the amount
of fees billed to USI for FSA Services performed during the
Measuring Period falls below Three Hundred Fifty-Nine Thousand
Five Hundred Fifty Dollars ($359,550), Ceridian shall be entitled
to invoice USI pursuant to the provisions of Section 3 in the
following amounts:
(A) if fees billed are below Three Hundred Seventeen Thousand
Two Hundred Fifty Dollars ($317,250), twelve and one-half
percent (12.5%) of the FSA Conversion Charge;
(B) if fees billed are from Three Hundred Seventeen Thousand Two
Hundred Fifty Dollars ($317,250) to Three Hundred Fifty-Nine
Thousand Five Hundred Fifty Dollars ($359,550), six and
one-quarter percent (6.25%) of the FSA Conversion Charge;
(C) provided, however, that in no instance shall the aggregate
fees charged to USI pursuant to this subsection 5(b)(ii)
exceed one hundred percent (100%) of the FSA Conversion
Charge.
(iii) for any and each Measuring Period, in the event that the amount
of fees (service fees and sub-TA fees) billed to USI for
Retirement Plan Services performed during the Measuring Period
falls below Two Million Six Hundred Seventy Thousand Two Hundred
Seventy-Five Dollars ($2,670,275), Ceridian shall be entitled to
invoice USI pursuant to the provisions of Section 3 in the
following amounts:
(A) if fees billed are below Two Million Three Hundred Fifty-Six
Thousand One Hundred Twenty-Five Dollars ($2,356,125),
twelve and one-half percent (12.5%) of the FSA Conversion
Charge;
(B) if fees billed are from Two Million Three Hundred Fifty-Six
Thousand One Hundred Twenty-Five Dollars ($2,356,125) to Two
Million Six Hundred Seventy Thousand Two Hundred
Seventy-Five Dollars
5
($2,670,275), six and one-quarter percent (6.25%) of the FSA
Conversion Charge;
(C) provided, however, that in no instance shall the aggregate
fees charged to USI pursuant to this subsection 5(b)(iii)
exceed one hundred percent (100%) of the Retirement Plan
Conversion Charge.
6. Branding.
--------
(a) The services provided by Ceridian to USI and its customers shall be
utilized by USI with a co-branding strategy of "powered by Ceridian",
as determined by USI in its commercially reasonable discretion. The
activities supporting such strategy, including scope and cost
allocation, shall be determined by the Project Executives described in
Section 7.
(b) 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, which approval shall not be unreasonably withheld or
delayed, 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 of which notice has been received by the
party using the trademarks. 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 or as otherwise provided in this Agreement.
7. Project Executives; Good Faith Dispute Resolution. Each party agrees to
-------------------------------------------------
designate, from time to time, a Project Executive to whom all
communications from the other party concerning administration of this
Agreement may be directed and who has the authority to act for and bind
such party in the administration of this Agreement. Additionally, in the
event of any dispute pursuant to this Agreement, the parties agree to
attempt in good faith to resolve such dispute before resort to litigation.
8. Term. The term of this Agreement shall commence on the Effective Date and,
----
unless terminated pursuant to the provisions of Section 9 (a)-(d), continue
in effect until five years from the last day of the month in which any
service
6
contemplated by this Agreement is converted to and performed by Ceridian on
behalf of USI.
9. Termination. This Agreement may be terminated by either party under any of
-----------
the following provisions:
(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, provided, however, that any
payment default by USI shall be deemed material and must be cured
within twenty (20) business days of written notice or Ceridian shall
be entitled to terminate the Agreement;
(b) by Ceridian if USI (i) ceases to exist, or (ii) sells substantially
all of its assets, or (iii) is a party to any merger, consolidation,
reorganization, exchange of stock or assets, unless USI is the
surviving corporation, provided, however, that for termination
pursuant to subsection (ii) or (iii) of this subsection (b), Ceridian
shall give USI not less than six months prior written notice of such
termination and provide the transition assistance described in Section
10(b) beginning immediately upon the giving of such notice of
termination;
(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.
10. Obligations Upon Expiration or Termination.
------------------------------------------
(a) Upon termination or expiration of this Agreement for any reason, and
subject to the obligation of Ceridian to provide the transition
assistance required in Section 10(b), each party agrees:
(i) 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;
7
(ii) 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; and
(iii) to comply with the provisions of Sections 2 (Fees) and 3
(Billing), Section 11(b)(Employment Restrictions), Sections 13
and 14 (Indemnification), Section 16 (Confidentiality), and
Section 20 (Publicity).
(b) Upon the expiration or any termination of this Agreement, other than
pursuant to a payment default termination pursuant to Section 9(a), or
pursuant to Section 9(b)(i), or by Ceridian pursuant to Section 9(d),
Ceridian will exercise commercially reasonable efforts to assure a
prompt and successful transition of the services provided under this
Agreement to USI or its successor or to their service provider,
generally in the manner provided in this Agreement for the initial
conversion to Ceridian, to permit USI or such successor or service
provider to establish operational capacity to provide such services.
The fees due to Ceridian hereunder shall continue to be payable for
the portion of the transition period that Ceridian provides services
as contemplated by this Agreement.
(c) The parties agree that if Ceridian and USI have neither reached terms
for the purchase by Ceridian, individually or as a group of related
segments, of the COBRA, FSA, and/or 401(k) book of business, nor
successfully negotiated the terms of an extension of this Agreement,
Ceridian shall have a right of first offer for such book of business,
for a period of one (1) year following the expiration or termination
of this Agreement, on the terms provided below. If USI desires to sell
such a book or books of business within such period, USI shall give
written notice to Ceridian, identifying the book or books of business
to be sold. If Ceridian desires to purchase one or more of such books
of business, Ceridian shall, within twenty (20) days after USI's
notice, give notice of such desire to USI. For a period of twenty (20)
days following Ceridian's notice, the parties shall negotiate in good
faith regarding the purchase by Ceridian of such business. If the
parties do not agree upon terms of purchase within such twenty (20)
day period, USI shall be free to sell the book of business to a third
party; provided, however, that if the terms of a proposed sale to a
third party within nine months from the termination of the twenty day
negotiation period specified above are at a price less than that which
was offered by USI to Ceridian in such negotiations, USI shall offer
to Ceridian in writing the right to purchase the book of business upon
the price and terms offered to the third party, and Ceridian may
accept such
8
offer by giving written notice of acceptance to USI within ten (10)
days after such written offer. Upon agreeing to terms, the parties
shall close the purchase of the book or books of business within sixty
(60) days or such other period as the parties may agree.
(d) In the event of the termination of this Agreement by Ceridian pursuant
to Section 9(a), 9(b)(i), or 9(d), the amounts of the COBRA Conversion
Charge, the FSA Conversion Charge and the Retirement Plan Conversion
Charge attributable to the Measuring Periods ending after the
effective date of termination, which would have been payable if the
minimum fee requirements of Section 5(b) were not met, shall be
payable in full by USI. In the event of any other termination of this
Agreement, no amount shall be payable by USI pursuant to Section 5(b)
for any Measuring Period ending after the effective date of
termination.
11. Restrictions.
------------
(a) USI agrees that, during the term of this Agreement, it shall not
without Ceridian's written permission contract with any other person
or entity to purchase the types of COBRA administration, FSA
administration, or 401(k) retirement plan administration services
contemplated by this Agreement to be provided by Ceridian.
(b) USI and Ceridian agree that, during the term of this Agreement and for
one year thereafter, neither party will without the consent of the
other, directly or indirectly solicit for hire or hire a person who
has been in the employ of the other party during the preceding six (6)
months and who has worked for such party in the delivery of COBRA
administration, FSA administration, or 401(k) retirement plan
administration; provided, however, that nothing herein shall preclude
the hiring of a person who responds to a general media advertisement
or makes an unsolicited contact for employment.
12. Independent Contractor Relationship. This Agreement is not intended to nor
-----------------------------------
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.
9
13. Indemnification by Ceridian. Ceridian shall indemnify, defend and hold
---------------------------
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 reasonable 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.
14. Indemnification by USI. USI shall indemnify, defend and hold harmless
----------------------
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
reasonable 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 this
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.
15. Limitation of Liability. Neither party shall be liable to the other for any
-----------------------
loss of profits or any special, incidental or consequential damages even if
it has knowledge of the possibility of such potential loss or damage.
16. Confidentiality.
--------------
(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
10
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.
(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
11
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.
(h) In order to protect USI's interest in its Confidential Information,
Ceridian agrees that it will not directly or indirectly solicit or
sell COBRA, FSA or Retirement Plan services to any customer of USI for
whom Ceridian provided services under this Agreement in the preceding
eighteen (18) months; provided, however, that nothing herein shall be
construed to prevent Ceridian from providing such services to any such
customer pursuant to a third-party outsourcing contract such as this
Agreement. Ceridian and USI each agree that they shall not, either
during or at any time following the end of the term, directly or
indirectly use or disclose to any third party any information obtained
pursuant to the contractual relationship hereunder, either for use in
connection with solicitation or provision of services or for any other
purpose, other than performance by the parties of their obligations
set forth in this Agreement.
17. Representations and Warranties. Each party represents and warrants to the
-------------------------------
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. Additionally, Ceridian
represents and warrants that all services provided to USI and its customers
pursuant to this Agreement will be performed in a workmanlike manner using
qualified individuals in accordance with industry standards and practices
reasonably applicable to the performance of such services.
18. Warranty Disclaimer. THE EXPRESS WARRANTIES SPECIFIED IN THIS AGREEMENT ARE
--------------------
IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. CERIDIAN AND USI DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES.
19. Force Majeure. Neither party shall be liable or deemed to be in default for
--------------
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
12
reasonable control of such party, including the failure by USI or USI's
clients to deliver accurate and timely data necessary to Ceridian's
performance of its services contemplated herein.
20. Publicity. Neither USI nor Ceridian shall undertake any advertising,
----------
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.
21. Notices. All notices given under this Agreement shall be in writing and
--------
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
13
with a copy to:
USI Insurance Services Corporation
Senior Vice President and General Counsel
00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx XX 00000
Fax:(000)000-0000
22. Attorneys' Fees. In the event of litigation or arbitration between the
----------------
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.
23. Limitation on Actions. No action under this Agreement may be brought by
----------------------
either Party more than two years after the cause of action has accrued.
24. Governing Law. This Agreement shall be governed by the laws of the State of
--------------
Delaware, without reference to its conflict or choice of law principles.
25. Non-Assignment. Neither this Agreement, nor any rights or obligations in
---------------
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. The rights and responsibilities of either party may
be assigned to a wholly owned direct or indirect subsidiary or parent of
the party. If any assignment is made, by operation of law or otherwise, in
violation of this provision, then this Agreement shall terminate.
26. Amendment. No modification of this Agreement shall be valid unless set
----------
forth in writing and signed by both parties.
27. Counterparts. This Agreement may be executed in any number of counterparts
-------------
and by facsimile, each one of which shall be an original and all of which
shall constitute one and the same document.
28. Entire Agreement. This Agreement constitutes the entire agreement between
-----------------
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.
14
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/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Its: Senior Vice President and President,
Ceridian Employer/Employee Services
USI INSURANCE SERVICES CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Chairman & CEO
15
