MARICOPA COUNTY - WORKDAY MSA PACKET NOV 13 2020.PDF
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MASTER SUBSCRIPTION AGREEMENT
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This Master Subscription Agreement, effective as of the Effective Date set out in the Signature Document, is by and between Workday,
Inc. ("Workday") a Delaware corporation with offices at 6110 Stoneridge Mall Road, Pleasanton, CA 94588 and Maricopa County
(“Customer”), a Arizona corporation with offices at 160 South 4th Avenue, Phoenix, Arizona 85003-2494, United States. Whereas
Workday provides a subscription Service to which Customer intends to subscribe, this Agreement establishes the business relationship
and allocation of responsibilities regarding the Service and the parties therefore agree as follows:
1.
Provision of Service.
1.1
Workday Obligations. During the Term, Workday shall: (i) make the Service and Improvements available to Customer in
accordance with the Documentation, the SLA and pursuant to the terms of this Agreement; and (ii) not use Customer Data except to
provide the Service, prevent or address service or technical problems, or verify Improvements, in accordance with this Agreement and
the Documentation, or in accordance with Customer’s instructions.
1.2
Customer Obligations. Customer may enable access to the Service for use only by Authorized Parties solely for the Internal
Business Purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties for
a level of use not exceeding the Pricing Metrics on the applicable Order Form. Customer is responsible for all Customer Affiliate and
Authorized Party use of the Service and compliance with this Agreement. Customer shall: (a) have sole responsibility for the accuracy,
quality, and legality of all information submitted to Workday, including, but not limited to, Customer Data; and (b) take commercially
reasonable efforts to prevent unauthorized access to, or use of, the Service through login credentials of Authorized Parties, and notify
Workday promptly of any such unauthorized access or use. Customer shall not: (i) use the Service in violation of Laws; (ii) in
connection with use of the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including
material that violates privacy rights; (iii) to the best of Customer’s knowledge send or store Malicious Code in connection with use of
the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the
Service or its related systems or networks in a manner not set forth in the Documentation.
2.
Fees.
2.1
Invoices and Payment. Subscription Fees and all other fees due hereunder will be invoiced to Customer in the United States
and payment will be remitted by Customer from the United States. Except where indicated otherwise on an applicable Order Form, all
fees due hereunder (except fees subject to good faith dispute) shall be due and payable within forty-five(45) days of invoice date.
Workday will send all Customer invoices electronically (by email or otherwise). All fees are quoted and payable in United States Dollars
and are based on access rights acquired and not actual usage. Customer shall provide Workday with complete and accurate billing and
contact information including a valid email address. Upon Workday’s request, Customer will make payments via electronic bank
transfer. All remittance advice and invoice inquiries can be directed to Accounts.Receivable@workday.com.
2.2
Non-cancelable and non-refundable. Except as specifically set forth to the contrary under Section 6.2 “Warranty Remedies”,
Section 7 “Indemnification”, Section 9.3 “Effect of Termination”, and under the Workday SLA Service Credit Exhibit, all payment
obligations under any and all Order Forms are non-cancelable and all payments made are non-refundable.
2.3
Overdue Payments. Except with respect to charges subject to a reasonable and good faith dispute, any payment not received
from Customer by the due date may accrue, at Workday's discretion, late charges at the rate of 1.5% of the outstanding balance per
month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
2.4
Non-Payment and Suspension of Service. Except with respect to charges subject to a reasonable and good faith dispute, if
Customer's account is more than thirty (30) days past due, in addition to any other rights or remedies it may have under this Agreement
or by law, Workday reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Customer, until
such amounts are paid in full. Such notice shall clearly and prominently state that the Service is at risk of suspension and shall not solely
take the form of an invoice with an overdue notice.
2.5
Taxes. This section applies only if Customer has not provided Workday with a tax exemption certificate authorized and
honored by applicable taxing authorities that covers all Transaction Taxes. Subscription Fees and all other fees invoiced pursuant to
this Agreement do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or
foreign taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes , excise,
use, goods and services taxes, consumption taxes or similar taxes and/or foreign withholding taxes (collectively defined as “Taxes”).
Customer is responsible for paying all Taxes imposed on the Service or any other services provided under this Agreement. If Workday
has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be
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computed based on Customer’s address listed in the Signature Document which will be used as the ship-to address on the Order Form,
and invoiced to and paid by Customer, unless Customer provides Workday with a valid tax exemption certificate authorized by the
appropriate taxing authority.
3.
Proprietary Rights.
3.1
Ownership and Reservation of Rights to Workday Intellectual Property. Workday and its licensors own all right, title
and interest in and to the Service, Documentation, and other Workday Intellectual Property Rights. Subject to the limited rights expressly
granted hereunder, Workday reserves all rights, title and interest in and to the Service, and Documentation, including all related
Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
3.2
Grant of Rights. Workday hereby grants Customer (for itself and those of Customer’s Affiliates and Authorized Parties for
whom Customer enables access to the Service) a non-exclusive, non-transferable, right to use the Service and Documentation, solely
for the internal business purposes of Customer and its Affiliates and solely during the Term, subject to the terms and conditions of this
Agreement within scope of use defined in the relevant Order Form. The Service is provided in U.S. English. Workday has translated
portions of the Service into other languages and unless otherwise indicated in the applicable Order Form, Customer may use any
available translated portions of the applicable Service.
3.3
Restrictions. Customer shall not (i) modify or copy the Service or Documentation (except for archival copies of the
Documentation for use consistent with this Agreement) or create any derivative works based on the Service or Documentation; (ii)
license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service
or Documentation available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile
any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the
Service and Documentation, except to the extent required by Law; (iv) access the Service or Documentation in order to build any
commercially available product or service; or (v) modify, copy or create derivative works of any features, functions, integrations,
interfaces or graphics of the Service or Documentation. Notwithstanding the above, Customer may make a reasonable number of copies
of the Documentation for internal business purposes only.
3.4
Ownership of Customer Data. As between Workday and Customer, Customer owns its Customer Data.
3.5
Customer Input. Workday shall have a royalty-free, transferable, sub-licensable, irrevocable, perpetual license to use, and
incorporate into its services, any Customer Input. Workday shall have no obligation to make Customer Input an Improvement. Customer
shall have no obligation to provide Customer Input.
4.
Confidentiality.
4.1
Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably
necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the other party's prior written permission.
4.2
Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its
own Confidential Information of like kind, but in no event using less than a reasonable standard of care.
4.3
Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by
Law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior
notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party's cost, if the
other party wishes to contest the disclosure. Subject to the foregoing, in the event of any request by a government agency or law
enforcement authority for access to Customer Data, Workday will seek to redirect the inquiry to Customer. In all such cases, Workday
will take all reasonable measures to protect the Customer Data and to inform Customer of such demand.
4.4
Business Associate Exhibit. If Customer concludes that the Service will include access to Customer Data that is protected by
the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the parties agree to attach Workday’s Business Associate
Exhibit to this Agreement, which shall apply to Workday’s receipt, maintenance or transmission of Protected Health Information from,
or on behalf of Customer, as described in such Exhibit.
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4.5
Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach
of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to seek injunctive
relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.
4.6
Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public
without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without
breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed
to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party. Customer Data shall
not be subject to the exclusions set forth in this section.
5.
Customer Data.
5.1
Protection and Security. Workday maintains a security program that conforms to the Workday Universal Security Exhibit
attached hereto (“Security Exhibit”), and is further described in Workday’s most recently completed Service Organization Control 1
(SOC1) and Service Organization Control 2 (SOC2) audit reports or industry-standard successor reports. The most recently completed,
as of the Effective Date, SOC1 and SOC2 audit reports are referred to as the "Current Audit Reports". Each year, Workday will retain
a nationally recognized public accounting firm to produce such an audit report relating to the Service at Workday’s cost. In no event
during the Term shall Workday materially decrease the protections provided by the controls set forth in the Security Exhibit and the
Current Audit Reports. Workday will promptly remediate any material deficiencies identified in the Current Audit Report. Upon
Customer’s request, Workday will provide Customer with a copy of Workday's then-current SOC1 and SOC2 audit reports or
comparable industry-standard successor report prepared by Workday’s independent third party auditor. Workday is self-certified to the
EU-U.S. Privacy Shield Framework maintained by the U.S. Department of Commerce (“Privacy Shield”) and will remain certified for
the Term of the Agreement provided that the Privacy Shield is recognized by the European Commission as a legitimate basis for the
transfer of Personal Data to an entity located in the United States. The Universal Data Processing Exhibit attached hereto (the “Data
Processing Exhibit” or “DPE”) will apply to the processing of Personal Data. Customer understands that its use of the Service and
compliance with any terms hereunder does not constitute compliance with any Law. Customer understands that it has an independent
duty to comply with any and all Laws applicable to it.
5.2
Unauthorized Disclosure. If either party believes that there has been a Security Breach, such party must promptly notify the
other party, unless legally prohibited from doing so, within forty-eight (48) hours or any shorter period as may be required by Law;
provided, however, that Customer is not required to notify Workday unless Customer reasonably determines there is a threat to the
Service. Additionally, each party will reasonably assist the other party in mitigating any potential damage. Each party shall bear the
costs of such remediation or mitigation to the extent the breach or security incident was caused by it except as such costs may be allocated
pursuant to Section 8.2(A). As soon as reasonably practicable after any such Security Breach that is not clearly attributable to Customer
or its Authorized Parties, Workday shall conduct a root cause analysis and, upon request, will share the results of its analysis and its
remediation plan with Customer. In the event that any unauthorized access to or acquisition of Personal Data is caused by Workday’s
breach of its security and/or privacy obligations under this Agreement, the provisions of Section 8.2 shall apply. To the extent that
applicable law affords sufficient time for the following process, each party shall provide the other party with reasonable notice of and
the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify
the other party by name prior to any such publication.
5.3
Designated Tenant Location. Customer's Tenant will be housed in data centers located in the United States.
6.
Warranties and Disclaimers.
6.1
Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance
of this Agreement, shall comply with all Laws. Workday warrants that during the Term (i) the Service shall perform materially in
accordance with the Documentation; (ii) the functionality of the Service will not be materially decreased during the Term; (iii) will not
knowingly introduce any Malicious Code into the Service; and (iv) any professional services provided by Workday pursuant to an Order
Form subject to this Agreement and related to the Service (“Related Services”) will be performed in a professional and workmanlike
manner. Malicious Code, no matter how introduced, will be remedied in accordance with Section 6.2.
6.2
Warranty Remedies. In the event of a breach of the warranty set forth in Section 6.1 (i) or (ii), or upon the discovery of
Malicious Code in the Service, (a) Workday shall correct the non-conforming Service at no additional charge to Customer, or (b) in the
event Workday is unable to correct such deficiencies after good-faith efforts, Workday shall refund Customer amounts paid that are
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attributable to the defective Service from the date Workday received such notice (as set forth in Section 6.3 below) through the date of
remedy, if any. In the event of a breach of the warranty set forth in Section 6.1 (iv), Workday shall either (a) correct the non-conforming
Related Service at no additional charge to the Customer or (b) in the event Workday is unable to correct such deficiencies after good-
faith efforts, refund Customer amounts paid attributable to the defective portion of the Related Service. The remedies set forth in this
subsection shall be Customer’s sole remedy and Workday’s sole liability for breach of these warranties unless the breach of warranty
constitutes a material breach of this Agreement and Customer elects to terminate this Agreement in accordance with the Section entitled
“Termination.”
6.3
Notice Obligations. To receive the warranty remedies set forth above, Customer must promptly report deficiencies in writing
to Workday, but no later than thirty (30) days of the first date the deficiency is identified by Customer, or, in the case of a Related
Service, no later than thirty (30) days after delivery of such Related Service. Customer’s failure to notify Workday within such thirty
(30) day period shall not affect Customer’s right to receive the remedy in Section 6.2(a) unless Workday is somehow unable, or impaired
in its ability to, correct the deficiency due to Customer’s failure to notify Workday within the thirty (30) day period. Notice of breaches
of the warranty in Section 6.1(i), (ii), or (iii) shall be made through Workday’s then-current error reporting system; notices of breaches
of any other warranty shall be made in writing to Workday in accordance with the Notice provisions of this Agreement.
6.4
DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND RELATED
SERVICES AND THE DOCUMENTATION. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE
OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE
WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.
7.
Indemnification. Workday shall defend Customer, as Workday’s expense, from any Claim against Customer by a third party
alleging that the use of the Service as contemplated under this Agreement infringes or misappropriates such third party’s Intellectual
Property Rights and Workday shall indemnify and hold Customer harmless against any Losses relating to such Claim; provided,
however, that Customer: (a) promptly gives written notice of the Claim to Workday; (b) gives Workday sole control of the defense and
settlement of the Claim (provided that Workday may not settle any Claim unless it unconditionally releases Customer of all liability);
and (c) provides to Workday, at Workday's cost, all reasonable assistance. Workday shall not be required to indemnify Customer to the
extent that the alleged infringement arises from: (w) modification of the Service by Customer, its Employees, or Authorized Parties in
conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein; (x) use of the Service in a manner
inconsistent with the Documentation; (y) use of the Service in combination with any other product or service not provided by Workday;
or (z) use of the Service in a manner not otherwise contemplated by this Agreement. If Customer is enjoined from using the Service or
Workday reasonably believes it will be enjoined, Workday shall have the right, at its sole option, to obtain for Customer the right to
continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is
reasonably available to Workday, then use of the Service may be terminated at either party’s option and Workday’s sole financial
liability associated with such termination shall be to refund any prepaid fees for the Service that were to be provided after the effective
date of termination; Workday shall continue to indemnify as required under this Section 7.
8.
Limitation of Liability.
8.1
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT
TO (i) WORKDAY’S INDEMNIFICATION OBLIGATIONS IN SECTION 7, (ii) RECKLESS MISCONDUCT, GROSS
NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, (iii) AS PROVIDED IN SECTION 8.2; OR (iv) CUSTOMER’S
PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S (OR WORKDAY’S AFFILIATES’ OR THIRD PARTY
LICENSORS’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN
CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER UNDER THIS
AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM
WHICH THE CLAIM AROSE (OR, FOR A CLAIM ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE,
THE AMOUNT PAID OR PAYABLE FOR THE FIRST TWELVE (12) MONTH PERIOD).
8.2
Special Provisions for Certain Types of Breach.
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A. Workday Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of
Personal Data is caused by Workday’s breach of its security and/or privacy obligations under this Agreement, Workday shall
pay the reasonable and documented costs incurred by Customer in connection with the following items: (a) costs of any required
forensic investigation to determine the cause of the breach, (b) providing notification of the security breach to applicable
government and relevant industry self-regulatory agencies, to the media (if required by applicable Law) and to individuals
whose Personal Data may have been accessed or acquired, (c) providing credit monitoring service to individuals whose Personal
Data may have been accessed or acquired for a period of one year after the date on which such individuals were notified of the
unauthorized access or acquisition for such individuals who elected such credit monitoring service, and (d) operating a call
center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one
year after the date on which such individuals were notified of the unauthorized access or acquisition. The obligations in this
Section 8.2(A) are not limited by Sections 8.1, 8.2(B) or 8.3. NOTWITHSTANDING THE FOREGOING, OR ANYTHING
IN THE AGREEMENT TO THE CONTRARY, WORKDAY SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF
REMEDIATION THAT ARE DUE TO RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT
AND/OR FRAUD BY CUSTOMER, ITS AUTHORIZED PARTIES, OR ITS EMPLOYEES, AGENTS OR THIRD-PARTY
CONTRACTORS.
B. Special Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH
RESPECT TO (i) RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR
FRAUD, OR (ii) WORKDAY’S REMEDIATION OBLIGATIONS PURSUANT TO SECTION 8.2(A), WORKDAY’S
AGGREGATE LIABILITY FOR ITS BREACH OF THIS AGREEMENT (INCLUDING THE DATA PROCESSING
EXHIBIT) RESULTING IN THE UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA, OR BREACH OF ITS
SECURITY, PRIVACY AND/OR CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, SHALL NOT
EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE
IMMEDIATELY PRECEDING TWENTY-FOUR (24) MONTH PERIOD FOR THE SERVICE FROM WHICH THE
CLAIM AROSE (OR, FOR A CLAIM ARISING BEFORE THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE,
THE AMOUNT PAID OR PAYABLE FOR THE FIRST TWENTY-FOUR (24) MONTH PERIOD). ANY AMOUNTS PAID
PURSUANT TO SECTION 8.2(A) SHALL NOT BE APPLIED AGAINST THE LIMITATION IN THIS SECTION. FOR
PURPOSES OF THIS SECTION 8.2(B), THE LIMITATION SHALL APPLY IN THE AGGREGATE TO ALL CLAIMS
ARISING OUT OF A QUALIFYING SECURITY BREACH INCIDENT, WHICH MAY INVOLVE CUSTOMER DATA
FOR MANY INDIVIDUALS.
8.3
EXCLUSION OF DAMAGES. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY
PURSUANT TO A COURT AWARD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL AS THE
DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW SUCH DAMAGES MAY BE
CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY
LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION FOR DATA THAT IS NOT CUSTOMER DATA, COST
OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE,
ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR
INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY
FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS OR SUBCONTRACTORS HAVE BEEN
PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CUSTOMER WILL NOT ASSERT THAT
ITS PAYMENT OBLIGATIONS AS SET FORTH IN AN ORDER FORM ARE EXCLUDED AS WORKDAY’S LOST PROFITS.
HOWEVER, THE FOLLOWING SHALL BE CONSIDERED DIRECT DAMAGES: (i) AMOUNTS PAID TO AFFECTED THIRD
PARTIES AS DAMAGES OR SETTLEMENTS ARISING FROM THE OTHER PARTY’S BREACH OF CONTRACT,
EXCLUDING AMOUNTS ASSOCIATED WITH DEFAULT JUDGMENTS; (ii) FINES AND PENALTIES IMPOSED BY
GOVERNMENTAL AUTHORITY ARISING FROM THE OTHER PARTY’S BREACH; AND (iii) LEGAL FEES, INCLUDING
REASONABLE ATTORNEYS’ FEES, TO DEFEND AGAINST THIRD PARTY CLAIMS ARISING FROM THE OTHER
PARTY’S SUCH BREACH.
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9.
Term and Termination.
9.1
Term of Agreement. The Term commences on the Effective Date and continues until the stated term in all Order Forms has
expired or has otherwise been terminated, unless otherwise extended pursuant to the written agreement of the parties. Subscriptions to
the Service commence on the date, and are for a period, as set forth in the applicable Order Form.
9.2
Termination.
Either party may terminate this Agreement,: (i) upon thirty (30) days prior written notice to the other party
of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the
event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership,
liquidation or assignment for the benefit of creditors. In the event this Agreement is terminated, all Order Forms are simultaneously
terminated. Upon any termination by Customer pursuant to this section, Workday shall refund Customer any prepaid fees for the
affected Service that were to be provided after the effective date of termination. For clarity, a breach or termination of any Professional
Services Agreement, as defined in the DPE, or of any applicable statement of work and/or work order thereunder, shall not be considered
a material breach or termination of this Agreement.
9.3
Effect of Termination. Upon any expiration or termination of this Agreement, all Order Forms shall immediately terminate
and Customer shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service
(except as permitted under the section entitled “Retrieval of Customer Data” and “Transition Period before Final Termination”) and
Workday Confidential Information. Upon any termination by Customer pursuant to Section 9.2, Workday shall refund Customer any
prepaid fees for periods after Workday has ceased providing the Service; however, termination for any reason shall not relieve Customer
of the obligation to pay any fees accrued or due and payable to Workday prior to the effective date of termination and termination for
any reason other than for Workday’s uncured material breach or the reasons set forth in Section 2.2 shall not relieve Customer of the
obligation to pay all future amounts due under all executed Order Forms.
9.4
Retrieval of Customer Data. Upon written request by Customer made prior to or upon any expiration or termination of this
Agreement, Workday will make Customer Data available to Customer through the Service solely to allow Customer to retrieve Customer
Data for a period of up to a total of sixty (60) days after such expiration or termination (the “Retrieval Period”). If Customer utilizes the
Transition Period described in Section 9.5 below, it will still receive a total of no more than sixty (60) days of non-cost Retrieval Period.
After such Retrieval Period, Workday will have no obligation to maintain or provide any Customer Data and shall thereafter, unless
legally prohibited, delete all Customer Data by deleting Customer’s Tenant; provided, however, that Workday will not be required to
remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted,
provided further that in all cases Workday will continue to protect the Customer Data in accordance with this Agreement. Customer
Data will be made available in a format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel).
The foregoing deletion obligation will be subject to any retention obligations imposed on Workday by Law. Additionally, during the
Term of the Agreement, Customers may extract Customer Data using Workday’s standard web services.
9.5
Transition Period before Final Termination. Upon any termination of the Agreement, Workday shall, upon Customer’s
request, continue to provide the Service to Customer (except where Workday is enjoined) pursuant to the terms of this Agreement for a
transitional period of up to three (3) months (the “Transition Period”). Access to the Service during the Transition Period will be subject
to the fees set out in the applicable Order Form, prorated on a monthly basis and payable in advance, based on the annual fees for the
Service during calendar period of the Transition Period if the Order Form has fees for such calendar period, and for any portion of the
Transition Period not covered by pre-negotiated fees on the Order Form, based upon the annual fees for the twelve month period
immediately preceding the termination date. Notwithstanding the foregoing, in the event of termination of this Agreement by Workday
for Customer’s breach, Workday may withhold the provision of the Transition Period and condition further performance upon (i)
payment of undisputed fees then owed, (ii) prepayment of fees for further services, and (iii) receipt by Workday of an officer’s certificate
from Customer certifying ongoing compliance with the terms of this Agreement during the Transition Period. If Customer purchases a
Transition Period prior to the start of a Retrieval Period, the Retrieval Period will commence upon the termination or expiration of the
paid Transition Period. If Customer purchases a Transition Period during the Retrieval Period, the remaining portion of the Retrieval
Period will commence upon the termination or expiration of the paid Transition Period
9.6
Transition Consulting Services. During a Retrieval Period or Transition Period, Workday will provide cooperation and
assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to
Customer’s internal operations. Such cooperation and assistance will be limited to consulting regarding the Workday Service and will
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be subject to a fee based on Workday’s then-current rates for consulting services and such services will be set out in a statement of work
to a professional services agreement between the parties. Notwithstanding the foregoing, in the event of termination of this Agreement
by Workday for Customer’s breach, Workday may withhold the provision of transition consulting services and condition further
performance upon (i) payment of undisputed fees then owed and (ii) prepayment of fees for further services.
9.7
Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect
following any termination or expiration of this Agreement: (i) subsection (i) of Section 1.1 “Workday Obligations”; (ii) Section 3.2
“Grant of Rights”; and (iii) any Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of
this Agreement.
10.
General Provisions.
10.1
Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to
create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party
beneficiaries to this Agreement.
10.2
Insurance. Workday will maintain during the entire Term of this Agreement, at its own expense, the types of insurance
coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A- VII authorized
to do business in the jurisdictions where the Workday services are to be performed.
(a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less
than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Customer
(b) Business Automobile Liability covering all vehicles that Workday owns, hires or leases with a limit of no less than $1,000,000
(combined single limit for bodily injury and property damage) for each accident.
(c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability,
completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than
$2,000,000. This policy shall name Customer as an additional insured with respect to the provision of services provided under
this Agreement. This policy shall include a waiver of subrogation against Customer.
(d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security
and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate.
(e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate.
(f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may
be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall
name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy
shall include a waiver of subrogation against Customer.
Upon Customer's request, Workday agrees to deliver to Customer a certificate(s) of insurance evidencing the coverage specified in
this section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Workday will be solely responsible
for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be
in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be
construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Workday.
10.3
Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal
delivery; or (ii) the third business day after first class mailing. Notices to Workday shall be sent to the address shown in the introductory
paragraph of this Signature Document addressed to the attention of its General Counsel with a copy sent to legal@Workday.com.
Notices to Customer shall be sent to the address shown in the Signature Document addressed to Customer’s General Counsel. Each
party may modify its recipient of notices by providing notice pursuant to this Agreement.
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10.4
Background Check. Unless prohibited by law, Workday agrees to conduct (or have previously conducted) a criminal
background check on personnel employed by Workday (or will require its subcontractors to conduct a background check on their own
personnel) who will have access to Customer Data. Such background check shall be in the form generally used by Workday in its initial
hiring of employees or contracting for contractors or, as applicable, during the employment-screening process. Workday will not allow
any person performing under this Agreement on behalf of Workday to be assigned to have access to Customer Data whose background
check revealed a conviction of any violent crime or crime involving theft, dishonesty, moral turpitude, breach of trust, or money
laundering.
10.5
Code of Conduct. Workday has a published code of conduct available on its public web site with rules for ethical business
conduct which complies with applicable law. Workday uses commercially reasonable efforts to ensure that Workday complies with its
code of conduct, including but not limited to periodic training of employees about the code.
10.6
Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall
constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition
to, and not exclusive of, any other remedies of a party at law or in equity.
10.7
Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond
that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of
government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Workday or Customer
employees, respectively), and/or, where Workday is in compliance with its security and backup obligations under this Agreement,
computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or
hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time
lost due to any delay so caused.
10.8
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise,
without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing,
either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with
a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an “M&A assignment”) so long as the
assignee agrees to be bound by all of the terms of this Agreement and all past due fees are paid in full. In no event shall Customer have
the right to assign this Agreement to a direct Competitor of Workday. In the event of an M&A assignment, the non-assigning party
shall be entitled to request from the assignee information to demonstrate that the assignee has the necessary resources and expertise to
provide the Service. Failure to provide such information shall be a material breach of this Agreement. Any attempt by a party to assign
its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.9
Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the internal laws of the State of
Arizona, without regard to its conflicts of laws rules. Each party hereby waives any right to jury trial in connection with any action or
litigation in any way arising out of or related to this Agreement.
10.10
Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions
in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to
any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government
list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass
destruction, unless authorized by the United States government.
10.11
Workday SLA Service Credits. If Workday fails to meet the Service Availability or Service Response minimums in a calendar
month as set forth in the SLA, in any rolling six-month period (“Failure”), then as Customer’s sole and exclusive remedy, Workday
shall provide, at Customer’s request, service credits for the subscription fees paid for the applicable month for the affected Service as
follows: (a) the parties shall meet to discuss possible corrective actions for the first Failure; (b) 10% of subscription fee for a second
Failure; (c) 20% of subscription fee for a third Failure; and (d) 30% of subscription fee for a fourth Failure. If more than one of the
above (a through d) is triggered, the greater amount for the applicable month shall apply. If there is a Failure in more than three months
in any rolling six-month period, then within thirty (30) days of the most recent Failure, Customer may terminate this Agreement and
Workday shall refund Customer any prepaid fees for the affected Service that was to be provided after the effective date of termination.
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Credits shall be deducted from subsequent invoices for subscription fees or, upon expiration or termination of this Agreement, paid to
Customer directly.
10.12
Termination for Catastrophic Failure. If the Service Availability falls below 75% in two or more months during any rolling
six-month period (a “Catastrophic Failure”), the Customer may elect to terminate this Agreement by delivering notice of termination no
later than 30 days after the most recent Catastrophic Failure. If the Customer terminates this Agreement in accordance with this section,
Workday shall refund Customer any prepaid Subscription Fees for the affected Service that was to be provided after the date of
termination.
10.13
Federal Government End Use Provisions (if applicable). Workday provides pre-existing, commercial Service, including
related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement,
and Workday provides only the technical data and rights as provided herein. If a government agency has a “need for” rights not conveyed
under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A
mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond
those set forth herein. For avoidance of doubt, Workday does not currently provide the Service for use in furtherance of a federal prime
or subcontract.
10.14
Use by other Entities. The parties agree that other public entities, including state agencies, local governments, local school
systems, courts, and public institutions of higher education may utilize the terms of this Agreement to purchase services from Workday.
The parties understand that pricing is specific to Pricing Metrics and the choice of Workday Service components and other entities will
not necessarily pay the same price as Customer. Any such other entity shall be responsible for complying with its relevant procurement
rules and regulations. Customer will in no way whatsoever incur any liability to Workday, such entities, or others in relation to
specifications, delivery, payment, or any other aspect of actions or omissions by such entities. An entity wishing to utilize this Agreement
will execute its own Order Form which references this Agreement and incorporates it by reference or may, at its option, choose to have
a copy of this Agreement executed in its own name. The parties agree that Workday can disclose this Agreement, all exhibits, and any
applicable Order Forms to an entity which is seeking to make use of this Section.
10.15
Publicity. Except as set forth herein, Workday shall not use Customer's name, logos or trademarks, without the prior written
consent of Customer, in any written press releases, advertisements and/or marketing materials. Notwithstanding the foregoing, Workday
may use Customer's name and logo in lists of customers and on its website, including, but not limited to, Workday’s community portal;
however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from
Workday. For the avoidance of doubt, this section does not prohibit Workday from referencing Customer's name in a verbal format.
10.16
Miscellaneous. This Agreement, including all exhibits and attachments hereto and all Order Forms, constitutes the entire
agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form shall
take precedence over provisions of the body of this Master Subscription Agreement and over any other exhibit or attachment to this
Master Subscription Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations,
written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be
effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any
provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the
court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the
remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or
conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any
part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be executed in counterparts, which
taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with
the execution of this agreement, and further agree that electronic signatures to this Agreement shall be legally binding with the same
force and effect as manually executed signatures, provided that such signatures must be made using a technology designed for electronic
signatures and a mere email which appears to state consent to an Agreement or action shall not be considered an electronic signature.
11.
Definitions.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For
purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of
the subject entity.
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“Agreement” means this Master Subscription Agreement, including the Signature Document, any exhibits, addenda or attachments
hereto, and any fully executed Order Form.
"Authorized Parties" means Customer’s or its authorized Affiliate’s employees, third party providers authorized by Customer, and as
appropriate for the applicable Service, students and their parents or guardians, prospective employees, prospective students and their
parents or guardians, former students, and/or retirees authorized to access Customer’s Tenants and/or to receive Customer Data (i) in
writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process.
“Claim” means any claim, demand, suit, or other legal proceeding made or brought against a party to this Agreement.
"Confidential Information" means (a) any software utilized by Workday in the provision of the Service and its respective source
code; (b) Customer Data; (c) each party’s business or technical information, including but not limited to the Documentation, training
materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities,
personnel, research, development or know-how that is designated by the disclosing party as "confidential" or "proprietary" or the
receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this
Agreement (but not its existence or parties).
"Customer Data" means the electronic data or information submitted by Customer or Authorized Parties to the Service. In addition,
Workday hereby grants Customer a non-exclusive, non-transferable, perpetual right to use the any underlying Workday Intellectual
Property Rights embodied in any Customer Data and/or reports generated by or for Customer through use of the Service.
“Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its
Employees and Authorized Parties relating to the operation or functionality of the Service.
“Documentation" means Workday’s electronic Administrator Guide for the Service, which may be updated by Workday from time to
time.
“Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to
the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge
to Customers.
“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property
rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any
applicable laws anywhere in the world, and all moral rights related thereto.
“Internal Business Purposes” means use for Customer’s internal operations associated with the functionality of the Service, while use
to help deliver the products or services that Customer provides to its customers, clients, or prospective customers or clients unless such
use is inherent in the Service’s design and stated intentions. As illustrative examples: (1) use of recruiting functionality to assist with
the recruitment of Customer’s employees is Internal Business Purpose but a placement firm’s use of recruiting functionality to find
employees for its third party clients is not Internal Business Purpose; (2) Workday’s Student Service is clearly designed to assist
educational institutions manage the records of students; even though students are technically the “clients” or “customers” of the
institution, use to manage their records is still Internal Business Purpose; (3) Internal Business Purpose use of Learning is limited to
providing learning content to Customer’s employees while providing learning content to customers, clients, students or prospective
customers, whether on a paid or free basis, is not Internal Business Purpose.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party.
“Losses” means any damages or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys'
fees).
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.
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"Order Form" means the separate ordering documents under which Customer subscribes to the Service or other services pursuant to
this Agreement that have been fully executed by the parties.
“Personal Data” has the definition set forth in the Data Processing Exhibit.
“Pricing Metrics” means the specific measure identified on the applicable Order Form used for determining the Subscription Service
Fee on that Order Form, such as FSE Worker or FTE Student.
“Production” means the Customer’s or an Authorized Party’s use of or Workday’s written verification of the availability of the Service
(i) to administer Customer Data; (ii) to generate data for Customer’s books/records; or (iii) in any decision support capacity.
“Security Breach” means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Data;
provided that an incidental disclosure of Customer Data to an Authorized Party or Workday, or incidental access to Customer Data by
an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent,
criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental
disclosure or incidental access triggers a notification obligation under any Law, (ii) any Personal Data Breach as defined in the DPE;
and (iii) any security breach (or substantially similar term) as defined by Law affecting Customer Data.
"Service" means Workday’s software-as-a-service applications and Improvements as described in the Documentation and subscribed
to under an Order Form.
“SLA” means the Workday Production Support and Service Level Availability Policy, located at https://www.workday.com/en-
us/legal/contract-terms-and-conditions/index/exhibits.html, which may be updated by Workday from time to time. No update shall
materially decrease Workday’s responsibilities under the Workday SLA.
“Subscription Fee” means all amounts invoiced and payable by Customer for the Service.
"Tenant" means a unique instance of the Service, with a separate set of Customer Data held by Workday in a logically separated
database (i.e., a database segregated through password-controlled access).
“Tenant Base Name” is a naming convention that will be used in all of the Tenant URLs provided by Workday, as specified in
Customer’s initial Order Form subscribing to the Service, and which shall remain constant throughout the Term.
“Term” has the meaning set forth in Section 9.1.
Exhibit 1 to the Workday Master Subscription Agreement (MSA):
Maricopa County Additional Terms and Conditions
1.0
TERM: Reserved.
2.0
PRICE ADJUSTMENTS: Reserved.
3.0
PAYMENTS:
3.1
Payment shall be made upon the County’s receipt of a properly completed invoice.
3.2
INVOICES:
3.2.1
The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s)
will be made. Incomplete invoices will not be processed. At a minimum, the invoice must
provide the following information:
•
Company name, address and contact
•
County bill-to name and contact information
•
Contract Order Form Number
•
Invoice number and date
•
Payment terms
•
Contract Item number(s)
•
Description of Purchase (product or services)
•
Total Amount Due
3.2.2
Problems regarding billing or invoicing shall be directed to the Department as listed on the
Purchase Order.
3.2.3
Payment shall only be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/922/Vendors.
3.2.4
EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
3.3
ACCEPTANCE: Reserved.
3.4
PAYMENT RETENTION: Reserved.
3.5
APPLICABLE TAXES: Reserved.
3.6
TAX (SERVICES): Reserved.
3.7
TAX (COMMODITIES): Reserved.
3.8
STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): The County is a member of
the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix
metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE
SERIAL 200143-RFP
Cooperative Purchasing Agreement, and with the concurrence of the Contractor, a member of $AVE
may, in accordance with Section 10.13 of the MSA, utilize the terms of the Agreement to purchase
services from the Contractor.
3.9
INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County
currently holds ICPA’s with numerous governmental entities. These agreements allow those
entities, with the approval of the Contractor, to purchase their requirements under the terms and
conditions of the Agreement. It is the responsibility of the non-County government entity to perform
its own due diligence on the acceptability of the contract under its procurement rules, processes and
procedures.
4.0
AVAILABILITY OF FUNDS: County is a local governmental entity that relies on funding allocated at
the local level to fund the Service in the Agreement. County intends to continue the Agreement for its entire
term and to satisfy its obligations thereunder. For each succeeding fiscal period: (a) County agrees to include
in its budget request appropriations sufficient to cover County 's obligations under the Agreement; (b) County
agrees to use all reasonable and lawful means to secure these appropriations; (c) County agrees it will not
use non-appropriations as a means of terminating the Agreement in order to acquire functionally equivalent
products or services from a third party. County reasonably believes that sufficient funds will lawfully be
appropriated to satisfy its obligations. If County is appropriated insufficient funds, by appropriation,
appropriation limitation or grant, to continue payments under the Agreement and has no other funding source
lawfully available to it for such purpose County may terminate the Agreement by giving Contractor not less
than 30 days prior written notice. Notwithstanding the foregoing, if County signs an Order Form and/or has
received products and/or services County shall be obligated to pay for such products and/or services. County
shall not execute any Order Form unless funds have been appropriated for at least the first year’s subscription
fee. Upon termination County will remit all amounts due and all costs reasonably incurred by through the
date of termination and, to the extent of lawfully available funds, through the end of the then current fiscal
period. Upon request by Contractor, County shall identify to Contractor the extent to which funds have been
allocated for individual Order Forms.
5.0
DUTIES: Reserved.
6.0
TERMS AND CONDITIONS:
6.1
INDEMNIFICATION: In addition to the obligations in section 7 of the MSA, Contractor will
indemnify, defend and hold harmless the County against any loss, damage or cost (including
reasonable attorneys' fees) in connection with Claims for bodily injury or death or tangible property
damage brought against County to the extent caused by the intentional or willful misconduct of
Contractor's employees while on County premises; provided, however, that County: (a) promptly
gives written notice of the Claim to Contractor; (b) gives Contractor sole control of the defense and
settlement of the Claim (provided that Contractor may not settle any Claim unless it unconditionally
releases County of all liability); and (c) provides to Contractor, at Contractor's cost, all reasonable
assistance.
6.2
INFRINGEMENT DEFENSE INDEMNIFICATION: Reserved.
6.3
SOURCE CODE ESCROW REQUIREMENT: County will be named as a beneficiary under the
escrow agreement (“Escrow Agreement”) between Contractor and Iron Mountain (“Escrow Agent”)
during the Term of the Agreement. The Escrow Agreement shall govern the maintenance and
release of such source code, and Contractor agrees to update, enhance, or otherwise modify such
escrowed source code promptly upon each release of a new version of the Service. County agrees
to pay the costs of being a named a beneficiary. County's right to access and use the source code is
subject to County 's continued compliance in all material respects with the Agreement. County shall
treat the source code as Workday Confidential Information and shall provide the source code the
security and protection required by this Agreement. Under all circumstances, the source code shall
remain the property of Contractor, and County shall only use the source code in conjunction with,
and to maintain the software to operate the Service consistent with and through the end of the term
of this Agreement, and for no other purpose.
6.4
INSURANCE: Reserved.
SERIAL 200143-RFP
6.5
BOND REQUIREMENT: Reserved.
6.6
FORCE MAJEURE: Reserved.
6.7
WARRANTY OF SERVICES: Reserved.
6.8
INSPECTION OF SERVICES: Workday Customer Audit Program. County has expressed a
desire to participate in the Workday Customer Audit Program (“Program”). In the event County
executes an Order Form offered by Contractor for Workday's customer audit program (“Audit
Program Order”), subject to the terms of the Audit Program Order, Contractor shall provide and
County shall pay for the Program as defined in the Audit Program Order. At any time during the
Term of this Agreement, County may elect to execute an Audit Program Order.
6.9
DISPUTE RESOLUTION:
6.9.1
It is the intent of the parties that all disputes arising under the Agreement be resolved
expeditiously, amicably, and at the level within each party’s organization that is most
knowledgeable about the disputed issue. The parties understand and agree that the
procedures outlined in this section are not intended to supplant the routine handling of
inquiries and complaints through informal contact with their respective managers.
Accordingly, for purposes of the procedures set forth in this section, a “dispute” shall mean
any action, dispute, claim or controversy of any kind, whether in contract or tort, statutory
or common law, legal or equitable, now existing or hereafter arising under or in connection
with, or in any way pertaining to the Agreement. The steps for dispute resolution are set
forth below:
(a) The complaining party’s representative will notify the other party’s representative in
writing of the dispute, and the non-complaining party will exercise good faith efforts
to resolve the matter as expeditiously as possible.
(b) In the event that such matter remains unresolved ten (10) business days, unless
extended by mutual agreement, after the delivery of the complaining party’s written
notice, a senior representative of each party shall meet or participate in a telephone
conference call within five (5) business days, unless extended by mutual agreement,
of a request for such a meeting or conference call by either party to resolve such matter.
(c) In the event that the meeting or conference call specified in (b) above does not resolve
such matter, a designated individual of the each party shall meet or participate in a
telephone conference call within five (5) business days, unless mutually extended,
after the request for such a meeting or conference call by either party to discuss a
mutually satisfactory resolution of such matter.
(d) If the parties are unable to reach a resolution of the dispute after following the above
procedure, or if reasonable efforts at informal resolution have been taken and further
pursuit of informal dispute resolution activities are likely to be futile, or in the event
that immediate action is required to prevent or mitigate irreparable harm to a party,
they may pursue all remedies available to them in a court of competent jurisdiction.
6.10
ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase
order, issued by Office of Procurement Services, a Purchase Order issued by the using Department
or direction by a Certified Agency Procurement Aid (CAPA).
6.11
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: Reserved.
6.12
PURCHASE ORDERS: Reserved.
6.13
BACKGROUND CHECK: Reserved.
6.14
SUSPENSION OF WORK: Reserved.
6.15
STOP WORK ORDER: Reserved.
SERIAL 200143-RFP
6.16
TERMINATION FOR CONVENIENCE: Reserved.
6.17
TERMINATION FOR DEFAULT: Reserved.
6.18
PERFORMANCE Reserved.
6.19
CONTRACTOR EMPLOYEE MANAGEMENT: Reserved.
6.20
USAGE REPORT: Reserved.
6.21
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Pursuant to
A.R.S. § 38-511, the County may cancel any contract without penalty or further obligation within
three years after execution of the contract, if any person significantly involved in initiating,
negotiating, securing, drafting or creating the contract on behalf of the County is at any time while
the contract or any extension of the contract is in effect, an employee or agent of any other party to
the contract in any capacity or consultant to any other party of the contract with respect to the subject
matter of the contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating, securing,
drafting or creating the contract on behalf of the County from any other party to the contract arising
as the result of the contract.
6.22
CONTRACTOR LICENSE REQUIREMENT: The Contractor shall procure all applicable permits,
insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of
his/her business, and as necessary complete any required certification requirements, required by any
and all governmental or non-governmental entities as mandated to maintain compliance with and in
good standing for all permits and/or licenses.
6.23
SUBCONTRACTING: Reserved.
6.24
AMENDMENTS: Reserved.
6.25
ADDITIONS/DELETIONS OF REQUIREMENTS: The County may add and/or delete materials
and services to the Agreement with mutual agreement of the parties. If a service requirement is
deleted, payment to the Contractor will be negotiated in good faith between Contractor and County.
If additional materials or services are required, prices for such additions will be negotiated in good
faith between the Contractor and the County.
6.26
STRICT COMPLIANCE: Reserved.
6.27
VALIDITY: Reserved.
6.28
SEVERABILITY: Reserved.
6.29
RIGHTS IN DATA: Reserved.
6.30
NON-DISCRIMINATION: During the performance of the Agreement, Contractor shall not
discriminate against any employee, client or any other individual in any way because of that person’s
age, race, creed, color, religion, sex, disability or national origin.
6.31
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01: Contractor certifies that, at time
of execution, it is not engaged in, and agrees for the duration of this Agreement to not engage in, a
boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by
50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
6.32
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.32.1
Contractor certifies to the best of his or her knowledge and belief that, at time of execution,
the Contractor, it’s current officers and directors;
SERIAL 200143-RFP
6.31.1.1 are not presently debarred, suspended, or proposed for debarment;
6.31.1.2 have not within three (3) year period preceding the Agreement:
6.31.1.2.1 been convicted of fraud or any criminal offense in connection with
obtaining, attempting to obtain, or as the result of performing a
government entity (Federal, State or local) transaction or contract;
6.31.1.2.2 been convicted of violation of any Federal or State antitrust statues or
conviction for embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen
property regarding a government entity transaction or contract; and
6.31.1.2.3 are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal
offenses in connection with obtaining, attempting to obtain, or as the
result of performing a government entity public (Federal, State or
local) transaction or contract; and are not presently facing any civil
charges from any governmental entity regarding obtaining, attempting
to obtain, or from performing any governmental entity contract or
other transaction; and have not within a three (3) year period preceding
this Contract had any public transaction (Federal, State or local)
terminated for cause or default.
6.33
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS: Contractor agrees to comply with the Immigration
and Nationality Act (INA using E-verify) and all other applicable Federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor
shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration
Reform and Control Act of 1986, as amended from time to time, for all employees performing work
under the Contract and verify employee compliance using the E-verify system and shall keep a record
of the verification for the duration of the employee’s employment or at least three (3) years, whichever
is longer. I-9 forms are available for download at USCIS.GOV.
6.34
INFLUENCE: Reserved.
6.35
UNIFORM ADMINISTRATIVE REQUIREMENTS: Reserved.
6.36
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.36.1
During the Term of the Agreement but not more frequently than once per year, Contractor
shall make available to County or its chosen independent third party auditor, for
examination only those financial books, records, and files of Contractor that are necessary
for County to verify Contractor’s charges for the Service provided under any Order Form(s)
issued hereunder. Contractor shall maintain complete and accurate records as is reasonably
necessary to substantiate such charges. County shall provide Contractor with reasonable
notice prior to conducting such financial audit and the parties shall mutually agree upon
the timing of such financial audit which shall be conducted in a manner that is not
disruptive to Contractor’s business operations. County will pay for all costs, incurred by
the County, related to such audits; however, Contractor shall not in any way place undue
burdens on County’s ability to conduct such audit. Such right shall not extend to or require
on-site audits of Contractor’s operations or third-party hosting facilities, disclosure of any
confidential information of any other Contractor customer, or Contractor’s payroll records
or other financial records not related to Service fees invoiced to County. If the audit reveals
overcharges, Contractor shall refund or credit the same to County at County’s option. If
the audit reveals undercharges, County will promptly pay to Contractor such amounts.
SERIAL 200143-RFP
6.36.2
Contractor will retain records relative to the pricing and invoicing under the Agreement for
the duration of the agreement and for a period of six (6) years following expiration or
termination of the Agreement, or until after the resolution of any claim, audit, litigation or
other related action involving such records that started before the end of the six-year period,
whichever is later.
6.37
AUDIT DISALLOWANCES: Reserved.
6.38
OFFSET FOR DAMAGES: Reserved.
6.39
CONFIDENTIAL INFORMATION: Reserved.
6.40
PUBLIC RECORDS: Reserved.
6.41
PRICES: Reserved.
6.42
INTEGRATION: Reserved.
6.43
RELATIONSHIPS: Reserved.
6.44
GOVERNING LAW: Reserved.
6.45
ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Exhibit and the
MSA, if applicable, the terms of this Exhibit shall prevail.
6.46
INCORPORATION OF DOCUMENTS: Reserved.
6.47
NOTICES: Reserved.
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BUSINESS ASSOCIATE EXHIBIT
This Business Associate Exhibit (this “Exhibit”) is by and between Maricopa County (“Customer” or “Covered Entity”) and
Workday, Inc. (on behalf of its Affiliates, collectively, “Workday” or “Business Associate”) and is part of the Service
Arrangement between the parties. Covered Entity and Business Associate are individually referred to as a “Party” and
collectively as the “Parties.”
To perform its obligations under the Service Arrangement, Workday may receive, maintain or transmit PHI from, or on behalf
of Customer, that is subject to protection under the HIPAA Rules. The purpose of this Exhibit is to facilitate the Parties’
compliance with the requirements of the HIPAA Rules, as applicable, when Workday is acting as Customer’s Business
Associate (as the term is defined in the HIPAA Rules). This Exhibit applies only to the extent that Workday is acting as
Customer’s Business Associate.
1.
Definitions.
The following terms have the meaning indicated below. Capitalized terms used in this Exhibit, but not otherwise defined, shall
have the same meaning as those terms in the HIPAA Rules
Affiliate: has the same definition as provided in the Service Arrangement.
HIPAA Rules: the administrative simplification provision of the United States Health Insurance Portability and Accountability
Act of 1996 as amended, and its implementing regulations, including the Privacy Rule [codified at 45 C.F.R. part 160 and part
164, subparts A & E], the Security Rule [codified at 45 C.F.R. part 160 and part 164, subparts A & C], and the Breach
Notification Rule [codified at 45 C.F.R. part 160 and part 164, subparts A & D].
Protected Health Information (“PHI”): Service Data that is “Protected Health Information” under 45 C.F.R. §160.103.
Covered Service: Workday-offered products, applications and services as described in the Service Arrangement and subscribed
to by Covered Entity.
Service Arrangement: The applicable agreement between the Parties (including, but not limited to, any data processing terms,
order forms or service descriptions) under which Business Associate provides a Covered Service to Covered Entity.
Service Data: the electronic data or information submitted by Covered Entity or its authorized users to the Covered Service, as
set out in the Service Arrangement.
Unsuccessful Security Incident: any attempts of bypassing the Business Associate’s security system including, but not limited
to, pings, password-based attacks, unsuccessful log-on attempts and other attacks on Business Associate’s firewall, so long as
no such incident results in actual or reasonably suspected unauthorized access, Use or Disclosure of PHI.
2.
Obligations of Business Associate.
2.1
Business Associate Obligations Conditioned on Appropriate Use of Covered Service. Workday does not act as a
Business Associate (as the term is defined in the HIPAA Rules) and has no obligation under this Exhibit for any Covered
Service where the Service Arrangement prohibits uploading, transmitting, transferring, contributing or in any other way
entering PHI into that Covered Service.
2.2
Permitted Uses and Disclosures of Health Information. Business Associate agrees to not Use or Disclose PHI other
than as permitted or required by this Exhibit and the Service Arrangement, or as Required by Law.
2.3
Safeguards. Business Associate agrees to use appropriate safeguards designed to prevent Use or Disclosure of the PHI
other than as provided for by this Exhibit. Business Associate agrees to implement administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI as required
by the Security Rule.
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2.4
Reporting. Business Associate will report to Covered Entity any Use or Disclosure of PHI not provided for by the
Service Arrangement of which it becomes aware, including Breaches of Unsecured PHI and Security Incidents, as set forth
below.
(A)
Reporting of Unauthorized Uses or Disclosures and Security Incidents: Business Associate will report to Covered
Entity any Use or Disclosure of PHI not provided for by the Service Arrangement of which Business Associate becomes
aware, and Security Incidents of which Business Associate becomes aware, provided that notice is hereby deemed given
for Unsuccessful Security Incidents.
(B) Reporting of Breaches: Business Associate will notify Covered Entity of any Breaches of Unsecured PHI of which
it becomes aware in accordance with 45 C.F.R. §164.410. If Business Associate determines there has been a Breach
resulting in unauthorized access to Unsecured PHI, it will notify Covered Entity in accordance with the provisions related
to Security Breach in the Service Arrangement. If applicable and to the extent known to Business Associate, the
notification will include or will be updated as soon as reasonably practicable but no later than thirty (30) calendar days
after discovery, to include the following:
(i) The identification of each Individual whose Unsecured PHI has been or is reasonably believed to have been
accessed, acquired, Used, or Disclosed during the Breach;
(ii) A description of what happened, including the date of the Breach and the date of the discovery of the Breach, if
known;
(iii) A description of the types of Unsecured PHI that were involved in the Breach (such as full name, social security
number, date of birth, claims or health care services information, etc.);
(iv) Any steps Business Associate believes Covered Entity should inform individuals to take to protect themselves
from potential harm resulting from the Breach;
(v) Identification of an individual who can provide additional information concerning the Breach; and
(vi) A brief description of the steps the Business Associate is taking to investigate the Breach, to mitigate harm to
individuals, and to protect against further breaches.
(C) Liability: Business Associate’s fulfillment of the reporting obligations set forth in this section may not be construed
as an acknowledgement by Business Associate of any fault or liability with respect to any Use, Disclosure, Security
Incident, or Breach.
2.5
Use of Subcontractors and Agents. Business Associate agrees to ensure that any Subcontractor that creates, receives,
maintains or transmits PHI on behalf of Business Associate enters into a written agreement with Business Associate requiring
that the Subcontractor abide by no less protective terms than those provided in this Exhibit to safeguard the PHI in compliance
with the applicable provisions of the HIPAA Rules.
2.6
Access and Amendment to PHI in a Designated Record Set. To the extent PHI entered into the Covered Service by
Covered Entity constitutes a Designated Record Set, Business Associate will make PHI available to Covered Entity as provided
in the Service Arrangement so Covered Entity can fulfill its obligations under 45 C.F.R. §164.524 (access) and 45 C.F.R.
§164.526 (amendment). Accordingly, all Individuals who request access to or amendment of their PHI directly from Business
Associate will be redirected to Covered Entity’s system administrator, and Covered Entity shall be responsible for responding
to the Individual in accordance with the applicable requirements.
2.7
Accounting of Disclosures. Business Associate will maintain and make available the information required to provide
an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528. For
the avoidance of doubt, unless specified otherwise in the Service Arrangement, Business Associate provides the Covered
Service to Covered Entity for Covered Entity’s Health Care Operations, and Disclosures permitted under the Service
Arrangement and this Exhibit to provide the Covered Service are not subject to an Accounting of Disclosures. All Individuals
who request an Accounting of Disclosures of their PHI directly from Business Associate will be redirected to Covered Entity’s
system administrator.
2.8
Carrying Out Covered Entity Obligations. Generally, providing the Covered Service does not require that Business
Associate carry out any of Covered Entity’s obligations under the Privacy Rule. To the extent the Service Arrangement does
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require Business Associate to carry out such an obligation of Covered Entity, Business Associate will comply with the Privacy
Rule requirements applicable to performance of that obligation.
2.9
Availability of Internal Practices, Books, and Records. Business Associate agrees to make internal practices, books,
and records, relating to the Use, Disclosure and safeguarding of PHI available to the Secretary, in a time and manner reasonably
designated by Covered Entity or designated by the Secretary, for purposes of the Secretary determining Covered Entity's
compliance with the HIPAA Rules. Nothing in this section will waive any applicable privilege or protection, including with
respect to trade secrets and Confidential Information.
3.
Permitted Uses and Disclosures by Business Associate.
3.1
Performance of Services. Except as otherwise limited in this Exhibit, Business Associate may Use or Disclose PHI to
perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Service Arrangement.
3.2
Proper Management and Administration. Except as otherwise limited in this Exhibit or the Service Arrangement,
Business Associate may Use or Disclose PHI for the proper management and administration of the Business Associate or to
carry out the legal responsibilities of the Business Associate, provided that Disclosures are Required By Law, or Business
Associate obtains reasonable assurances from the person to whom the information is Disclosed that it will remain confidential
and Used or further Disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the
person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has
been breached.
3.3
Data Aggregation. Where authorized by Covered Entity under the Service Arrangement, Business Associate may use
PHI to provide Data Aggregation services as permitted by 45 CFR §164.504(e)(2)(i)(B) and the Service Arrangement.
3.4
De-Identification. Where authorized by Covered Entity under the Service Arrangement, Business Associate may use
PHI to de-identify the information in accordance with 45 CFR §164.514(a)-(c) and the Service Arrangement.
4.
Obligations of Covered Entity.
4.1
Safeguards. Covered Entity is responsible for implementing appropriate privacy and security safeguards, including,
without limitation, the privacy and security safeguards required of Covered Entity under the Service Arrangement, in order to
protect its PHI in accordance with the HIPAA Rules.
4.2
Permissions. Covered Entity is responsible for obtaining and will obtain all consents, authorizations and/or any other
legal permissions that are required by law for the Disclosure of PHI to Business Associate prior to transferring or Disclosing
such PHI to Business Associate.
4.3
Impermissible Requests. Covered Entity shall not request or cause Business Associate to Use or Disclose PHI in any
manner that would not be permissible under the HIPAA Rules if done by Covered Entity, provided that, to the extent permitted
by the Service Arrangement and this Exhibit, Business Associate may Use or Disclose PHI for Business Associate’s Data
Aggregation activities or proper management and administrative activities.
4.4
Prohibited PHI in a Covered Service. Covered Entity shall not upload, transmit, transfer, contribute or in any other
way enter PHI into a Covered Service if doing so is prohibited by the Service Arrangement.
5.
Term and Termination.
5.1
Term of Exhibit. The Term of this Exhibit shall begin as of the Effective Date of the Service Arrangement and shall
terminate simultaneously and automatically at the latter of (i) the termination of the Service Arrangement or, (ii) when all
PHI is deleted from Business Associate’s systems.
5.2
Termination for Breach or Default of Obligation. Either Party may terminate this Exhibit and the Service Arrangement
in the event of a material breach or default of any obligation of this Exhibit that is not cured within thirty (30) calendar days of
written notice of such breach or default or as provided for in the Service Arrangement.
5.3
Retrieval of PHI or Retention when Return or Destruction of PHI is Infeasible. Upon termination of the Service
Arrangement, Business Associate shall allow Covered Entity to retrieve PHI in accordance with the terms for retrieving Service
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Data under the Service Arrangement. After the contractually agreed upon period for Covered Entity to retrieve the Service Data
has expired, Business Associate will have no obligation to maintain or provide PHI and will thereafter, unless legally prohibited,
delete all PHI. For so long as Business Associate maintains PHI, it shall extend the protections of this Exhibit to all PHI and
limit further Uses and Disclosures of such PHI to those purposes that make the deletion infeasible.
6.
Miscellaneous.
6.1
Amendments. The Parties agree to take such action as is necessary to amend this Exhibit from time to time as is
necessary for Covered Entity to comply with the requirements of the HIPAA Rules.
6.2
Interpretation. Any ambiguity in this Exhibit shall be resolved to permit compliance with the HIPAA Rules.
6.3
Waiver. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right
or remedy as to subsequent events.
6.4
Third Party Beneficiaries. Nothing express or implied in this Exhibit is intended to confer, nor shall anything in this
Exhibit confer, upon any person other than the Parties, and the respective successors or assigns of the Parties, any rights,
remedies, obligations, or liabilities whatsoever except as otherwise expressly stated in the Service Arrangement and this
Exhibit.
6.5
Severability. Should any provision of this Exhibit be found invalid or unenforceable, it shall be deemed severable and
the balance of the Exhibit shall continue in full force and effect as if the unenforceable provision had never been made a part
hereof.
6.6
Notice to Parties. All notices required hereunder shall be made in accordance with the Service Arrangement.
6.7
Primacy. To the extent that the terms of this Exhibit and the terms of the Service Arrangement are in conflict, the
terms of this Exhibit shall prevail regarding PHI.
6.8
Limitation of Liability. The parties understand and agree that any breach of this Exhibit is subject to the aggregate
limitation of liability and exclusion of damages set forth in the Service Arrangement between the parties. A breach of this
Exhibit does not give rise to any separate or additional liability provision
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UNIVERSAL DATA PROCESSING EXHIBIT
This Universal Data Processing Exhibit (“DPE”) is an exhibit to the Agreement between Workday and Customer
and sets forth the obligations of the parties with regard to the Processing of Personal Data pursuant to such
Agreement.
1.
Definitions
Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable
Agreement and/or exhibits thereto.
“Agreement” means the Master Subscription Agreement, the Professional Services Agreement, and Order
Forms, including any exhibits or attachments applicable to the Covered Service.
“Covered Data” means (i) Customer Data, (ii) Professional Services Data, and (iii) any other electronic data or
information submitted by or on behalf of Customer to a Covered Service.
“Covered Service” means (i) any Service provided under an Order Form that specifically refers to this DPE,
and/or, (ii) any Professional Services.
“Customer Audit Program” means Workday’s optional, fee-based customer audit program as described in the
Customer Audit Program Order Form for Covered Services.
“Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the
Processing of Personal Data.
“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.
“Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this
DPE, including local, state, national and/or foreign laws, treaties, and/or regulations, the GDPR, and
implementations of the GDPR into national law.
“Data Subject” means the person to whom the Personal Data relates.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“Personal Data” means any Covered Data that relates to an identified or identifiable natural person.
“Personal Data Breach” means (i) a ‘personal data breach’ as defined in the GDPR affecting Personal Data,
and (ii) any Security Breach affecting Personal Data.
“Processing” or “Process” means any operation or set of operations performed on Personal Data or sets of
Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving,
consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining,
restricting, erasing or destroying.
“Professional Services” means the professional or consulting services provided to Customer under a
Professional Services Agreement.
“Professional Services Agreement” means any agreement between the parties for the provision of consulting
or professional services, including but not limited to the following agreements or terms: the Foundation Tenant
Service Terms, the Professional Services Agreement, the Delivery Assurance terms, the Professional Services
Addendum, and/or the Consulting and Training Addendum and Amendment.
“Professional Services Data” means electronic data or information that is provided to Workday under a
Professional Services Agreement for the purpose of being input into the Workday Service, or Customer Data
accessed within or extracted from the Customer’s tenant to perform the Professional Services.
“Subprocessor” means a Workday Affiliate or third-party entity engaged by Workday or a Workday Affiliate as a
Data Processor under this DPE.
“Subprocessor List” means the subprocessor list identifying the Subprocessors that are authorized to Process
Personal Data for the relevant Covered Service, accessible through Workday’s customer website (currently
located at: https://community.workday.com).
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2.
Processing Personal Data
2.1
Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by Workday to
provide the Covered Service. For the purposes of this DPE, Customer and its Affiliates are the Data Controller(s)
and Workday is the Data Processor.
2.2
Instructions for Processing. Workday shall Process Personal Data in accordance with Customer’s
documented instructions. Customer instructs Workday to Process Personal Data to provide the Covered Service
in accordance with the Agreement (including this DPE). Customer may provide additional instructions to Workday
to Process Personal Data, however Workday shall be obligated to perform such additional instructions only if they
are consistent with the terms and scope of the Agreement and this DPE.
2.3
Compliance with Laws. Workday shall comply with all Data Protection Laws applicable to Workday in
its role as a Data Processor Processing Personal Data. For the avoidance of doubt, Workday is not responsible
for complying with Data Protection Laws applicable to Customer or Customer’s industry such as those not
generally applicable to online service providers. Customer shall comply with all Data Protection Laws applicable
to Customer as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications,
to Data Subjects to enable Workday to carry out lawfully the Processing contemplated by this DPE.
3.
Subprocessors
3.1
Use of Subprocessors. Customer hereby agrees and provides a general prior authorization that
Workday and Workday Affiliates may engage Subprocessors. Workday or the relevant Workday Affiliate engaging
a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less
protective than this DPE. Workday shall be liable for the acts and omissions of any Subprocessors to the same
extent as if the acts or omissions were performed by Workday.
3.2
Notification of New Subprocessors. Workday shall make available to Customer a Subprocessor List
and provide Customer with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty
(30) days prior to authorizing any new Subprocessor to Process Personal Data, Workday shall provide notice to
Customer by updating the Subprocessor List.
3.3
Subprocessor Objection Right. This Section 3.3 shall apply only where and to the extent that
Customer is established within the European Economic Area, the United Kingdom or Switzerland or where
otherwise required by Data Protection Laws applicable to Customer. In such event, if Customer objects on
reasonable grounds relating to data protection to Workday’s use of a new Subprocessor then Customer shall
promptly, and within fourteen (14) days following Workday’s notification pursuant to Section 3.2 above, provide
written notice of such objection to Workday. Should Workday choose to retain the objected-to Subprocessor,
Workday will notify Customer at least fourteen (14) days before authorizing the Subprocessor to Process
Personal Data and Customer may terminate the relevant portion(s) of the Covered Service within thirty (30) days.
Upon any termination by Customer pursuant to this Section, Workday shall refund Customer any prepaid fees for
the terminated portion(s) of the Covered Service that were to be provided after the effective date of termination.
4.
Rights of Data Subjects
4.1
Assistance with Data Subject Requests. Workday will, in a manner consistent with the functionality of
the Covered Service and Workday’s role as a Data Processor, provide reasonable support to Customer to enable
Customer to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws
(“Data Subject Requests”).
4.2
Handling of Data Subject Requests. For the avoidance of doubt, Customer is responsible for
responding to Data Subject Requests. If Workday receives a Data Subject Request or other complaint from a
Data Subject regarding the Processing of Personal Data, Workday will promptly forward such request or
complaint to Customer, provided the Data Subject has given sufficient information for Workday to identify
Customer.
5.
Workday Personnel
Workday shall require screening of its personnel who may have access to Personal Data, and shall require such
personnel (i) to Process Personal Data in accordance with Customer’s instructions as set forth in this DPE, (ii) to
receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data;
and (iii) to be subject to confidentiality obligations which shall survive the termination of employment.
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6.
Personal Data Breach
In the event Workday becomes aware of a Personal Data Breach it shall without undue delay notify Customer in
accordance with the Security Breach provisions of the Master Subscription Agreement. To the extent Customer
requires additional information from Workday to meet its Personal Data Breach notification obligations under
applicable Data Protection Laws, Workday shall provide reasonable assistance to provide such information to
Customer taking into account the nature of Processing and the information available to Workday.
7.
Security Program
Workday shall implement appropriate technical and organizational measures designed to protect Personal Data
against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data
as set forth in the Universal Security Exhibit.
8.
Audit
Customer agrees that, to the extent applicable, Workday’s then-current SOC 1 and SOC 2 audit reports (or
comparable industry-standard successor reports) and/or Workday’s ISO 27001 and ISO 27018 Certifications will
be used to satisfy any audit or inspection requests by or on behalf of Customer, and Workday shall make such
reports available to Customer. In the event that Customer, a regulator, or supervisory authority requires
additional information, including information necessary to demonstrate compliance with this DPE, or an audit
related to the Covered Service, such information and/or audit shall be made available in accordance with
Workday’s Customer Audit Program.
9.
Return and Deletion of Personal Data
Upon termination of the Covered Service, Workday shall return and delete Personal Data in accordance with the
relevant provisions of the Agreement.
10.
Additional European Terms
10.1
Privacy Shield. Workday, Inc. is self-certified to and complies with the EU-U.S. and the Swiss-U.S.
Privacy Shield Frameworks maintained by the U.S. Department of Commerce and will remain certified for the
term of the Agreement.
10.2
Subject-Matter, Nature, Purpose and Duration of Data Processing. Workday will Process Personal
Data to provide the Covered Service. The duration of Processing Personal Data shall be for the term of the
Agreement.
10.3
Types of Personal Data and Categories of Data Subjects. The types of Personal Data and categories
of Data Subjects are set forth in Addendum A hereto.
10.4
Data Protection Impact Assessments and Prior Consultations. Customer agrees that, to the extent
applicable, Workday’s then-current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor
reports) and/or Workday’s ISO 27001 and ISO 27018 Certifications will be used to carry out Customer’s data
protection impact assessments and prior consultations, and Workday shall make such reports available to
Customer. To the extent Customer requires additional assistance to meet its obligations under Article 35 and 36
of the GDPR to carry out a data protection impact assessment and prior consultation with the competent
supervisory authority related to Customer’s use of the Covered Service, Workday will, taking into account the
nature of Processing and the information available to Workday, provide reasonable assistance to Customer
through the Customer Audit Program.
11.
General Provisions
11.1
Customer Affiliates. Customer is responsible for coordinating all communication with Workday on behalf
of its Affiliates with regard to this DPE. Customer represents that it is authorized to issue instructions as well as
make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates.
11.2
Termination. The term of this DPE will end simultaneously and automatically at the later of (i) the
termination of the Agreement or, (ii) when all Personal Data is deleted from Workday’s systems.
11.3
Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject
matter of this DPE, in the event of inconsistencies between the provisions of this DPE and the Agreement, the
provisions of this DPE shall prevail with regard to the parties’ data protection obligations.
11.4
Customer Affiliate Enforcement. Customer’s Affiliates may enforce the terms of this DPE directly against
Workday, subject to the following provisions:
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i.
Customer will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise
have if it were a party to the Agreement (each an “Affiliate Claim”) directly against Workday on
behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is
subject require that the Affiliate itself bring or be party to such Affiliate Claim; and
ii.
for the purpose of any Affiliate Claim brought directly against Workday by Customer on behalf of such
Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed
to be losses suffered by Customer.
11.5
Remedies. Customer’s remedies (including those of its Affiliates) with respect to any breach by Workday
or its Affiliates of the terms of this DPE and the overall aggregate liability of Workday and its Affiliates arising out
of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability
that has been agreed between the parties under the Agreement (the “Liability Cap”). For the avoidance of doubt,
the parties intend and agree that the overall aggregate liability of Workday and its Affiliates arising out of, or in
connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap.
11.6
Miscellaneous. The section headings contained in this DPE are for reference purposes only and shall
not in any way affect the meaning or interpretation of this DPE.
ADDENDUM A
Data subjects
Data exporter’s job applicants, candidates, current and former employees and other workers, as well as
related persons.
Employees or contact persons of data exporter’s prospects, customers, business partners and suppliers.
Categories of data
Data that is typically required for human capital and financial management, including the categories of data
identified below:
Employees and other workers: Name; contact information (including home and work address; home
and work telephone numbers; mobile telephone numbers; web address; instant messenger; home and
work email address); marital status; ethnicity; citizenship information; visa information; national and
governmental identification information; drivers’ license information; passport information; banking details;
military service information; religion information; date of birth and birth place; gender; disability
information; employee identification information; education, language(s) and special competencies;
certification information; probation period and employment duration information; job or position title;
business title; job type or code; business site; company, supervisory, cost center and region affiliation;
work schedule and status (full-time or part-time, regular or temporary); compensation and related
information (including pay type and information regarding raises and salary adjustments); payroll
information; allowance, bonus, commission and stock plan information; leave of absence information;
employment history; work experience information; information on internal project appointments;
accomplishment information; training and development information; award information; membership
information.
Related persons: Name and contact information of dependents or beneficiaries (including home
address; home and work telephone numbers; mobile telephone numbers); date of birth; gender;
emergency contacts; beneficiary information; dependent information).
Prospects, customers, business partners and suppliers: Name and contact information (including
work address; work telephone numbers; mobile telephone numbers; web address; instant messenger;
work email address); business title; company).
00229094.0 - Confidential
UNIVERSAL SECURITY EXHIBIT
©2019 Workday 19.5
Page 1 of 2
This Workday Universal Security Exhibit applies to the Covered Service and Covered Data. Capitalized terms used herein
have the meanings given in the Agreement, including attached exhibits, that refers to this Workday Universal Security
Exhibit.
Workday maintains a comprehensive, written information security program that contains administrative, technical, and
physical safeguards that, taking into account the state of the art, the costs of implementation and the nature, scope, context
and purposes of processing of Covered Data as well as the associated risks, are appropriate to (a) the type of information that
Workday will store as Covered Data; and (b) the need for security and confidentiality of such information. Workday’s
security program is designed to:
Protect the confidentiality, integrity, and availability of Covered Data in Workday’s possession or control or to
which Workday has access;
Protect against any anticipated threats or hazards to the confidentiality, integrity, and availability of Covered Data;
Protect against unauthorized or unlawful access, use, disclosure, alteration, or destruction of Covered Data;
Protect against accidental loss or destruction of, or damage to, Covered Data; and
Safeguard information as set forth in any local, state or federal regulations by which Workday may be regulated.
Without limiting the generality of the foregoing, Workday’s security program includes:
1.
Security Awareness and Training. Mandatory employee security awareness and training programs, which include:
a) Training on how to implement and comply with its information security program; and
b) Promoting a culture of security awareness.
2.
Access Controls. Policies, procedures, and logical controls:
a) To limit access to its information systems and the facility or facilities in which they are housed to properly
authorized persons;
b) To prevent those workforce members and others who should not have access from obtaining access; and
c) To remove access in a timely basis in the event of a change in job responsibilities or job status.
3.
Physical and Environmental Security. Controls that provide reasonable assurance that access to physical servers at the
data centers housing Covered Data is limited to properly authorized individuals and that environmental controls are
established to detect, prevent and control destruction due to environmental extremes.
4.
Security Incident Procedures. A security incident response plan that includes procedures to be followed in the event of
any security breach of any application or system directly associated with the accessing, processing, storage or
transmission of Covered Data.
5.
Contingency Planning. Policies and procedures for responding to an emergency or other occurrence (for example, fire,
vandalism, system failure, pandemic flu, and natural disaster) that could damage Covered Data or production systems
that contain Covered Data.
6.
Audit Controls. Technical or procedural mechanisms put in place to promote efficient and effective operations, as well
as compliance with policies.
7.
Data Integrity. Policies and procedures to ensure the confidentiality, integrity, and availability of Covered Data and to
protect it from disclosure, improper alteration, or destruction.
8.
Storage and Transmission Security. Security measures to guard against unauthorized access to Covered Data that is
being transmitted over a public electronic communications network or stored electronically.
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UNIVERSAL SECURITY EXHIBIT
©2019 Workday 19.5
Page 2 of 2
9.
Secure Disposal. Policies and procedures regarding the secure disposal of tangible property containing Covered Data,
taking into account available technology so that such data cannot be practicably read or reconstructed.
10. Assigned Security Responsibility. Assigning responsibility for the development, implementation, and maintenance of
its information security program, including:
a) Designating a security official with overall responsibility; and
b) Defining security roles and responsibilities for individuals with security responsibilities.
11. Testing. Regularly testing the key controls, systems and procedures of its information security program to validate that
they are properly implemented and effective in addressing the threats and risks identified.
12. Monitoring. Network and systems monitoring, including error logs on servers, disks and security events for any
potential problems. Such monitoring includes:
a) Reviewing changes affecting systems handling authentication, authorization, and auditing;
b) Reviewing privileged access to Workday production systems processing Covered Data; and
c) Engaging third parties to perform network vulnerability assessments and penetration testing on a regular basis.
13. Change and Configuration Management. Maintaining policies and procedures for managing changes Workday makes
to production systems, applications, and databases processing Covered Data. Such policies and procedures include:
a) A process for documenting, testing and approving the patching and maintenance of the Covered Service;
b) A security patching process that requires patching systems in a timely manner based on a risk analysis; and
c) A process for Workday to utilize a third party to conduct web application level security assessments. These
assessments generally include testing, where applicable, for:
i)
Cross-site request forgery
ii) Services scanning
iii) Improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing)
iv) XML and SOAP attacks
v) Weak session management
vi) Data validation flaws and data model constraint inconsistencies
vii) Insufficient authentication
viii) Insufficient authorization
14. Program Adjustments. Workday monitors, evaluates, and adjusts, as appropriate, the security program in light of:
a) Any relevant changes in technology and any internal or external threats to Workday or the Covered Data;
b) Security and data privacy regulations applicable to Workday; and
c) Workday’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures,
outsourcing arrangements, and changes to information systems.
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©2020 Workday (v20.9) Page 1 of 17
Order Form to Master Subscription Agreement with Maricopa County
ORDER FORM #00230755.0
TO MASTER SUBSCRIPTION AGREEMENT (“MSA”)
Customer Name
Maricopa County
Workday Entity
Workday Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date
See MSA executed herewith
Order Effective Date
The later of the dates of the parties’ signatures on the Signature Document
Order Term
December 1, 2020 through December 31, 2030
Order Term in Months
121
Currency
USD
Total Subscription Fee
28,045,000
Tenant Base Name
maricopa
Payment Schedule Table
Payment #
Payment Due Date
Payment Amount
1
Due in accordance with the MSA, invoiced on December 1, 2020
1,501,133
2
Due on first anniversary of the Order Term start date
2,721,156
3
Due on second anniversary of the Order Term start date
2,775,579
4
Due on third anniversary of the Order Term start date
2,831,091
5
Due on fourth anniversary of the Order Term start date
2,887,713
6
Due on fifth anniversary of the Order Term start date
2,945,467
7
Due on sixth anniversary of the Order Term start date
3,004,376
8
Due on seventh anniversary of the Order Term start date
3,064,464
9
Due on eighth anniversary of the Order Term start date
3,125,753
10
Due on ninth anniversary of the Order Term start date
3,188,268
Total Payment Amount
28,045,000
Subscription Fees Table
Subscription
Period
Date Range
Subscription Fee
1
December 1, 2020 through December 31, 2021
1,501,133
2
January 1, 2022 through December 31, 2022
2,721,156
3
January 1, 2023 through December 31, 2023
2,775,579
4
January 1, 2024 through December 31, 2024
2,831,091
5
January 1, 2025 through December 31, 2025
2,887,713
6
January 1, 2026 through December 31, 2026
2,945,467
7
January 1, 2027 through December 31, 2027
3,004,376
8
January 1, 2028 through December 31, 2028
3,064,464
9
January 1, 2029 through December 31, 2029
3,125,753
10
January 1, 2030 through December 31, 2030
3,188,268
Total Subscription Fee
28,045,000
The Subscription Fees Table provides the Subscription Fees for each applicable Subscription Period. The
Subscription Fee for Subscription Period 2 onwards includes a capped Innovation Index of 2.0% (as defined in the
Additional Definitions Section below). During the Initial Term, any increases due to CPI (also defined below) are
waived. Customer understands that the Subscription Fees above reflects Customer’s planned phased
deployment, and any adjustment to the deployment timeline will not result in changes to the Payment Schedule or
Subscription Fees.
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Subscription Rights Table
SKU
Service
Pricing
Metric
Subscription Rights
CHCM
Core Human Capital Management
FSE*
Full Enterprise
MMTS
Moments
FSE*
Full Enterprise
ANSR
Answers
FSE*
Full Enterprise
CCB
Cloud Connect for Benefits
FSE*
Full Enterprise
USP**
Payroll for United States
FSE*
United States-based Employees only
LRN
Learning
FSE*
Full Enterprise
MCNF
Media Cloud - No Fee
FSE*
Full Enterprise
LRNXE
Workday Learning for Extended Enterprise
Seat
Up to 10,000 Seats
REC
Recruiting
FSE*
Full Enterprise
PRA
Prism Analytics
FSE*
Full Enterprise
PPLA
People Analytics
FSE*
Full Enterprise
TT
Time Tracking
FSE*
Full Enterprise
*For FSE Pricing Metric details see FSE Worker Count Table below.
Full-Service Equivalent (“FSE”) Worker Count
FSE Population Category
Baseline FSE Count
Full Enterprise
14,875
United States-based employees
14,875
Named Support Contacts Table
Number of Named Support Contacts*
6
*Named Support Contacts are the contacts that may request and receive support services from Workday and
must be trained on the Workday product(s) for which they initiate support requests.
Customer Contact Information
Billing, In Care of
Customer Support
Subscriptions Contact
Contact Name
Wyatt Sterusky
Wyatt Sterusky
Wyatt Sterusky
Street Address
City/Town,
State/Region/
County, Zip/Post
Code, Country
160 South 4th Avenue
Phoenix, Arizona
85003-2494
United States
160 South 4th Avenue
Phoenix, Arizona
85003-2494
United States
160 South 4th Avenue
Phoenix, Arizona
85003-2494
United States
Phone/Fax #
(602) 372-0496
(602) 372-0496
(602) 372-0496
Email (required)
Wyatt.Sterusky@Maricopa.
Gov
Wyatt.Sterusky@Maricopa.
Gov
Wyatt.Sterusky@Maricopa.
Gov
This Order Form is subject to and governed by the MSA. The parties further agree to the terms in the attached
Addendums and Exhibits. Any Service SKU described in this Order Form is governed by the Workday Universal
Data Processing Exhibit and Workday Universal Security Exhibit. All remittance advice and invoice inquiries shall
be directed to Accounts.Receivable@workday.com.
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ADDITIONAL ORDER FORM TERMS ADDENDUM
1. General.
Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in
the MSA. The Total Subscription Fee is based on the maximum indicated in the FSE Worker Count table (“FSE
Worker”) and the Subscription Rights Table, as applicable, and any use in excess of such maximum(s) indicated
will be subject to the Growth and Expansion section herein. Subscription Rights limits may not be decreased
during the Order Term.
2. FSE Calculation and Worker Category Definition.
Workers are calculated by categorizing each Customer worker to one of the Worker Categories below, multiplying
the applicable number of Workers by the Applicable Percentage rate, and then adding the totals for each Worker
Category.
FSE Calculation Table:
Worker Category
Total Workers
Applicable Percentage
FSE Count
Full Time Employees
13,700
100.0%
13,700
Part-Time Employees
700
25.0%
175
Associates
8,000
12.5%
1,000
Former Workers with Access
0
2.5%
0
Totals:
22,400
14,875
The Service may be used by Customer only for the categories of Workers listed above and as defined below:
“Full-Time Employee” is an employee of Customer regularly scheduled for more than twenty hours per week
regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive
employee benefits in accordance with Customer’s internal standard practices. A Full-Time Employee will be
considered non-temporary if they are hired to work for a period of more than 3 months in a given year.
“Part-Time Employee” is an employee of Customer regularly scheduled for twenty hours per week or less
regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive
employee benefits in accordance with Customer’s internal standard practices. A Part-Time Employee will be
considered non-temporary if they are hired to work for a period of more than 3 months in a given year.
“Associate” is an individual not counted as a Full-Time or Part-Time Employee but in one of the following
categories: temporary employees, independent contractors and affiliated non-employees including, but not
limited to, volunteers and vendors whose Active Records are in the Service.
“Former Worker With Access” is a former worker that continues to have access to the Service through the
Employee Self-Service features.
Static Records related to former Workers may be maintained in the Service but shall be excluded from the
calculation of FSE Workers. A “Static Record” is a record in the Service for a Worker with whom Customer has
no further relationship as of the Effective Date and to whom Customer has not provided self-service access, and
includes former Worker records used solely for historical reference. All other worker records are “Active
Records.”
3. Seat Definition.
A “Seat” is a right for a named individual authorized by Customer to access the Service.
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4. Growth and Expansion.
No later than 30 days prior to the anniversary of the Order Term start date (“Annual Reporting Date”), Customer will
report to subscriptions@workday.com the applicable metrics as indicated in this section.
a. FSE Metric Reporting.
FSE Metric: Customer shall run a report to establish the number of Active Records for each FSE Population
Category as of sixty 60 days prior to each anniversary of the Order Term start date.
In addition to the reporting obligation on the Annual Reporting Date, if Customer has any one-time addition of
workers (e.g., M&A) at any time during the Order Term that would increase FSE Workers by 5% or more
(“Growth Event”), Customer must report the number of additional workers 30 days prior to the date the workers
are added to the Service (“Growth Event Reporting Date”). In each case, Customer must report the numbers to
subscriptions@workday.com and Workday will determine the extent that the reported numbers exceed FSE
Workers by applying the calculation described in the FSE Calculation and Worker Category Definition section
above (such excess, “Additional FSE Workers”).
Customer agrees to pay fees for the Additional FSE Workers to cover the period from (i) the anniversary of the
Order Term start date immediately following the Annual Reporting Date or (ii) the date the workers are added to
the Service after a Growth Event Reporting Date, through the subsequent anniversary date, as applicable, (each
a “Reporting Period”) at the per FSE Worker per year FSE Expansion Rate set forth in the FSE Expansion Table
below. Customer agrees to execute an order form documenting the additional fees due pursuant to this section. If
the FSE count exceeds the Subscription Rights described in the Subscription Rights Table, Customer will pay the
following additional annual fees per Additional FSE Worker:
FSE Expansion Table
SKU
FSE Expansion Rate
All Service SKUs
215.76
b. Seat Reporting.
Seat Metric: The highest monthly number of applicable seats for the 12-month period preceding the Annual
Reporting Date.
Workday will determine fees for number of Seats above the Seat limits in the Subscription Rights Table (“Seat
Increase”) based on the rates set forth in the Seat Expansion Table below. Workday will notify Customer of the
Seat Increase which will be coterminous with this Order Form. Customer agrees to pay the applicable fees to
cover the period from the anniversary of the Order Term start date immediately following the Annual Reporting
Date through the Order Form expiration date at the applicable additional annual fee in the Seat Expansion Table.
Customer agrees to execute an Order Form documenting the additional fees pursuant to this section.
If the Seats exceed the Subscription Rights described in the Subscription Rights Table, Customer will pay the
following additional annual fees:
Seat Expansion Table
SKU
Seat Increase
Additional Annual Fee
LRNXE
Upgrade to 15,000 Extended Enterprise Learner Seats
28,325
LRNXE
Upgrade to 25,000 Extended Enterprise Learner Seats
79,825
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5. Renewal.
Customer may renew its subscription for the Service by notifying Workday prior to the end of the Order Term and
Workday will generate a new Order Form for a single three-year renewal term (“Renewal Term”) at the below
pricing:
Renewal Table
Renewal Term Years
Annual Renewal Subscription Fees
1st year of Renewal Term
Base Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI))
2nd year of Renewal Term
Previous year subscription fee x (1+ (2% Innovation Index + Renewal Term CPI))
3rd year of Renewal Term
Previous year subscription fee x (1+ (2% Innovation Index + Renewal Term CPI))
The “Base Subscription Fee” means the Subscription Fee for the final Period listed in the Subscription Fees
Table. When the final Period is a partial year, Base Subscription Fee is the annualized value of the final Period
Subscription Fee. The FSE Expansion Rate for the Renewal Term shall be increased by the same percentage as
the Annual Renewal Subscription Fees per year in the Renewal Table. Fees for the Renewal Term are due by the
first day of each corresponding year of the Renewal Term. Individual payments shall match the Annual Renewal
Subscription Fee as defined in the Renewal Table above. If Customer wishes to procure any additional SKUs,
FSE Workers, Seat or Transaction Increase for a Renewal Term that are not included in the Base Subscription
Fee, fees for those items will be in addition to the fees anticipated under this section.
6. Additional Definitions.
“CPI” means the consumer price index established by the United States Department of Labor for All Urban
Consumers, US City Average, All Items (change in annual average).
“Renewal Term CPI” means CPI established for the calendar year prior to the most recent February 1 preceding
the Renewal Term, if a positive number.
“Innovation Index” means the fixed annual rate of increase in Subscription Fees based on improved Service
functionality and performance that is a result of Workday’s efforts and investment in product development and
infrastructure.
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WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM
Customer may only use the Service SKUs subscribed to as indicated in the body of this Order Form. Workday
Service SKU descriptions for SKUs not subscribed to by Customer are provided for reference only and are
subject to change.
Core Human Capital Management
Workday Core HCM supports an organization in organizing, staffing, paying, and developing its global workforce.
Workday Core HCM includes global human resources management (workforce lifecycle management,
organization management, worker profile, compensation, business asset tracking, absence, and employee
benefits administration). Workday Core HCM includes connectors that facilitate integration to select Workday
partners that provide capabilities including: recruiting, learning, time and attendance, and user account
provisioning (LDAP/Active Directory).
Talent Optimization
Talent Optimization includes talent and performance functionality (goals, development plans, employee
performance reviews, talent and performance calibration, feedback, check-ins, succession, mentors and
connections, competency management, talent pools, and talent matrix reports). Talent Optimization also includes
features (if and when available) that enable organizations to optimize their workforce and workers to optimize their
careers. It supports talent mobility by connecting an organization’s workforce with internal opportunities matched
to their skills, experience, and interests. It also guides workers and enables them to explore potential
opportunities. This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to
the corresponding Innovation Service.
Cloud Connect for Benefits
Cloud Connect for Benefits extends Workday HCM by providing integration to a growing catalog of benefits
providers, including: health insurance, health and flexible spending accounts, retirement savings plans, life
insurance, AD&D insurance, and COBRA administrators.
Workday Payroll for US
Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure
earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold
for. Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate,
review/audit, and complete payrolls and settlement runs. Configure and calculate payroll commitments. Workday
Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities,
including: time and attendance, tax filing, check printing, and direct deposit.
Time Tracking Workday Time Tracking supports an organization in collecting, processing, and distributing time
data for its global workforce. Workday Time Tracking module includes the following capabilities: basic time
scheduling, time entry (hourly, time in/time out), approvals, configurable time calculation rules, and reporting.
Answers
Answers includes a knowledge base with features to create, maintain and manage organizational content, and a
case management system with features to create, route and resolve human resources cases. This SKU requires
customer to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation
Service.
Moments
Moments enables customers to surface content from inside and outside of Workday for employee milestone
events (journeys) and every day work activities (cards). This SKU requires customers to maintain an active
subscription to Innovation Services and opt-in to the corresponding Innovation Service.
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Projects
Projects enables organizations to create and manage projects, initiatives, and other types of work. This includes
the ability to build project plans and utilize project breakdown structures that include phases, tasks, and
milestones as well as plan, staff, and track projects, initiatives, and work efforts.
Project Billing
Project Billing enables organizations to bill clients for specific projects. This includes the ability to configure billing
rates and rules, to review and approve billable transactions, and to invoice the customer.
Learning
Workday Learning supports an organization in training and developing its workforce. This includes the ability to
manage, organize and deliver learning content using Media Cloud, and to leverage Workday HCM data to create
targeted learning campaigns. A variety of learning content is supported - including but not limited to video,
packaged third-party content, and user-generated content. Workday Learning also offers the ability to manage
certifications and instructor-led course enrollments, and to gather feedback and analytics relating to the learning
experience.
Learning for Extended Enterprise
Learning for Extended Enterprise enables Customer to use Learning to provide courses and related materials
through access provisioned by a Customer administrator to Extended Enterprise Learners. An Extended
Enterprise Learner is an individual authorized by Customer for access to the Learning Service that is not a
member of Customer’s internal workforce. This SKU requires an active subscription to Workday Learning.
Media Cloud
Workday Media Cloud is a media content management system that consists of Workday’s storage, encoding,
caching, playback, streaming, and related service components as provided by Workday for customers of the
Workday Service. A variety of learning content is supported by Media Cloud, including but not limited to video,
packaged third-party content, and user-generated content.
Expenses
Workday Expenses supports employee expense processing. Workday Expenses includes self-service and
administrative functions to support employee expense reporting and reimbursement, including expense reports,
global expense rules, approvals, reimbursement, credit card integration, and spend analytics. Workday Expenses
includes connectors that facilitate integration to partners that provide capabilities, including: corporate card
transactions, and support for 'punchout' to suppliers.
Procurement
Workday Procurement includes procure to pay functionality to address spend for goods, contingent workers, and
deliverable services. Manage suppliers, supplier contracts, requisitions, purchase and change orders, receipts,
and goods and services sourcing. Maintain purchase items, catalogs, and a supplier portal. Track and analyze
time, activity, and spend. Create receipt accruals for approved, but not yet invoiced receipts. Workday
Procurement includes connectors that facilitate integration to partners that provide capabilities, including:
corporate card transactions, and support for 'punchout' to suppliers.
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Inventory
Workday Inventory provides basic functionality for goods procured, stored, consumed and replenished within an
organization. Workday Inventory includes the ability to define and place inventory in storage locations, count
physical inventory and make necessary adjustments, value items in inventory, assign and manage different units
of measure and replenish inventory using automatic re-order points. Workday Inventory is designed for tracking
of internally used goods only and does not support use cases for external distribution (e.g., to customers or
distributors).
Core Financials
Workday Core Financials provides traditional financial management and accounting functionality, including
financial management, accounting and reporting, financial consolidation, supplier accounts, customer accounts,
business assets, cash management, budgets, contracts, billing, and revenue recognition. Core Financials
includes connectors that facilitate integration to select Workday partners that provide capabilities, including:
customer relationship management, electronic payments, and customer payments via credit card.
Accounting Center
Accounting Center ingests operational transactions from business systems which need accounting generated to
create detailed accounting journals and post to the general ledger. Accounting Center enables configuration of
worktag mappings and maintenance of accounting rules in a centralized solution.
Grants Management
Workday Grants Management enables organizations to administer and report on awards from the federal
government, foundations, or other funding institutions. Workday Grants Management includes functionality to
track and manage sponsors, awards, grants, and grant hierarchies. It also includes capabilities to calculate
facilities and administration costs, and to bill and report to sponsors.
Financial Planning
Financial Planning provides the ability for Customer to create financial planning models for the purpose of
supporting the financial planning process. Workers may interact with the financial planning model for the purposes
of data entry, forecasting, reporting, and analysis. Financial Planning includes one production planning instance
and one sandbox instance.
Workforce Planning
Workforce Planning provides the ability for Customer to create workforce planning models for the purpose of
supporting the workforce planning process. Workers may interact with the workforce planning models for the
purposes of data entry, forecasting, reporting, and analysis. Workforce Planning includes one production planning
instance and one sandbox instance.
Recruiting
Workday Recruiting supports an organization in its talent acquisition process. It is designed to help hiring
managers and recruiters identify, hire and onboard the right talent for their business. Workday Recruiting supports
the hiring process, including pipeline management, requisition management, job posting distribution, interview
management, offer management, as well as supports local data compliance and pre-employment activities.
Workday Recruiting also offers hiring teams tools to proactively source, nurture and track internal and external
prospective candidates throughout the recruiting process.
Prism Analytics
Workday Prism Analytics is an analytics application that provides Workday customers the ability to blend and
analyze Workday data and non-Workday data from multiple sources. Workday Prism Analytics includes a data
repository for storage and management of data, data preparation tools for transformation and blending of data
from various sources, and tools to explore and analyze the data.
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Prism Analytics Capacity Unit
A Workday Prism Analytics Capacity Unit increases the licensed Workday Prism Analytics limits for both
Published Data Rows and Data Storage for a particular Tenant for the remainder of the applicable Order Term.
People Analytics
People Analytics is a pre-configured analytic application that uses augmented analytics to provide insights into a
variety of workforce trends based on data in Workday. People Analytics has a standard data model and works on
a defined set of Workday data sources. This SKU requires customers to maintain an active subscription to
Innovation Services and opt-in to the corresponding Innovation Service.
Extend
Workday Extend enables organizations to use extensions to Workday Service applications and to use custom
applications with Workday Service applications, provided such extensions and applications were created under
the Workday Extend Developer Program.
Strategic Sourcing Enterprise
Workday Strategic Sourcing supports organizations in sourcing goods and services from suppliers. Workday
Sourcing Enterprise Package includes Sourcing Pipeline Platform, Sourcing SSO Integration, Sourcing API
Connection Support, Sourcing Intake, Sourcing Supplier Management, Sourcing RFx Engine, Sourcing eAuctions
Platform, Sourcing Dynamic Negotiations & Analytics (DNA), and Sourcing Contracts. Supports unlimited
sourcing users and unlimited stakeholders and suppliers. It also includes Customer Success and Supplier
Support Package.
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WORKDAY LEARNING ADDITIONAL TERMS AND CONDITIONS ADDENDUM
1. Permitted Scope of Use
Customer may use Workday Learning only for the internal business purposes of Customer and its Affiliates for
training and developing its internal workforce limited to its Employees or Workers having an Active Record in the
HCM Service and that are included in the number of FSE Workers in a current Order Form. Learning includes
unlimited storage for Media Cloud Content (defined in the Media Cloud Terms Addendum) for Customer’s
learning programs and unlimited bandwidth. All use of Media Cloud, both with Learning and with any other
Service applications, is subject to the terms and conditions set forth in the Media Cloud Terms Addendum.
2.
Course Content
Workday Learning provides Customer with the opportunity to build and promote to its workforce customized
learning programs, lessons, and campaigns created through use of the Workday Learning Service (“Courses”).
Courses may include links to or otherwise incorporate Media Cloud Content. Customer is solely responsible for all
content of Courses it creates in Workday Learning, including any related Media Cloud Content (“Course
Content”). Customer must obtain and maintain all necessary rights, consents, permissions and licenses to
transfer, convert, input or upload Course Content into Workday Learning and to publish, broadcast, and otherwise
make any such Course Content available to its users. Customer is responsible for obtaining all applicable licenses
and authorizations for streaming or displaying Course Content to its users in any and all locations from which
Customer’s users access the Workday Service. To the extent Customer is not the sole owner of any Course
Content, Customer is solely responsible for complying with the content owner’s applicable terms of use and all
Laws applicable to use of such Course Content, both from where Course Content is accessed and where Course
Content is displayed. Customer agrees to indemnify and hold harmless Workday, its service providers and
subcontractors, and its and their Affiliates, from any losses arising out of or relating to any third-party claim
concerning Course Content or Customers’ violation of the applicable Acceptable Use Policies (defined in the
Media Cloud Terms Addendum). Customer grants Workday, its service providers and subcontractors, and its and
their Affiliates, all right and licenses to access, publish and use Course Content for the purposes of providing the
Learning Service and/or to comply with the Laws or requests of a governmental or regulatory body.
3.
Additional Support Location for Workday Learning
Customer understands and agrees that Workday may provide support for Learning from Canada, including
access to Customer’s Tenants in connection with such support.
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WORKDAY MEDIA CLOUD ADDITIONAL TERMS AND CONDITIONS ADDENDUM
These Workday Media Cloud Additional Terms and Conditions (“Media Cloud Terms”) apply only to Workday’s
Media Cloud. Unless otherwise defined, capitalized terms used in these Media Cloud Terms have the same
meaning as set forth in the MSA. These Media Cloud Terms, which are subject to and governed by the MSA
except as otherwise set forth herein, apply to Media Cloud and Media Cloud Content (as defined below). The
parties expressly agree that these Media Cloud Terms apply uniquely to Media Cloud and Media Cloud Content
and do not in any way amend the terms of the MSA
1.
Provision of Media Cloud. “Media Cloud" consists of Workday’s storage, encoding, caching, playback,
streaming, and related service components for Media Cloud Content as provided by Workday for customers of the
Workday Service. Media Cloud components are hosted or delivered by third party service providers using cloud
infrastructure. Customer authorizes and grants Workday the rights to use Amazon Web Services, Inc. (“AWS”)
and Akamai Technologies, Inc (“Akamai”) as the initial third-party service providers of Media Cloud. Customer
understands that Workday may change its Media Cloud service providers or move all or additional portions of
Media Cloud into a Workday hosted co-location data center. Prior notice of a change to any new third-party
service providers will be provided through Workday’s standard customer communication method (i.e. Community
posts, customer care notification, etc.). Workday is not required to escrow third party source code that is used in
providing the Media Cloud services.
2.
Media Cloud Content. Media Cloud Content is Confidential Information subject to the MSA. “Media
Cloud Content” means:
(a)
all video, audio, live stream and packaged e-learning content (such as SCORM, AICC, xAPI, CMI-5 or
other formats) (referred to herein as “Packaged Media Content”) either (i) uploaded by or for Customer to Media
Cloud through any Workday Service application including Workday Drive, (ii) recorded or created by or for
Customer within a Workday Service application using any Media Cloud features, or (iii) auto-generated by Media
Cloud in connection with (i) or (ii) in this subsection;
(b)
any images, thumbnails, closed-captions, text transcripts, presentation slides, tracking data, annotations,
questions, responses, and other metadata related to any Media Cloud Content listed in Section 2(a); and
(c)
all content retrieved by Media Cloud from a third-party API that is either publicly available or for which
Customer has obtained and provided valid credentials to the Workday Service to import such content into Media
Cloud.
3.
Player for Packaged Media Content. Workday Media Cloud offers an optional “Player for Packaged
Media Content”. The Player for Packaged Media Content is not part of the Workday Service and is not covered
under Workday’s existing audit reports, any Workday security exhibit(s), data processing terms, or the Workday
Customer Audit Program. Workday will provide support for the Player for Packaged Media Content consistent with
Workday’s standard support policy. Customer is licensed to use the Player for Packaged Media Content solely in
support of Customer’s use of the Learning Service. “Packaged Media Content User Interaction Data” means
data relating to user interactions with Packaged Media Content, including but not limited to, start/stop course
activity, quiz responses, and interactions with page elements.
4.
Customer Rights and Obligations. Customer may use Media Cloud only in connection with authorized
use of Workday Service applications for the benefit of Customer and its Affiliates covered under a current
subscription with Workday. Customer agrees to use Media Cloud in accordance with these Media Cloud Terms.
Customer is solely responsible for: (a) obtaining and/or verifying it has all licenses, consents, rights, permits, and
authorizations necessary for transferring, uploading, publishing, broadcasting, streaming and displaying Media
Cloud Content in all locations from which Customer’s or its Affiliate’s users access the Workday Service and for
the public use of external sites as referenced above; (b) to the extent Customer is not the sole owner of any
Media Cloud Content, complying with the content owner’s applicable terms of use; (c) complying with and
ensuring its Affiliates and all of their users comply with the Media Cloud AUPs (as defined below); (d) complying
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with and ensuring its Affiliates and all of their users comply with all Laws applicable to use of Media Cloud
Content, both from where Media Cloud Content is accessed and where Media Cloud Content is displayed; and (e)
the transfer of personal data or other sensitive data to Media Cloud. Customer further agrees: (i) Media Cloud is
not intended for storage or transmission of sensitive personal data or, credit card data; (ii) to not upload or
transmit Protected Health Information as defined in 45 C.F.R. §160.103 (“PHI”) in or to Media Cloud; (iii) to
indemnify and hold Workday, its service providers and subcontractors, and its and their Affiliates, harmless from
any losses arising out of or relating to any third-party claim concerning Media Cloud Content or violation of the
Media Cloud AUPs by Customer, its Affiliates or its users. Content provided by Workday and third parties, as well
as content catalog listing information, is not part of the Workday Service, and such content may only be used
subject to the content provider’s terms of use and privacy policies.
5.
Media Cloud AUPs. “Media Cloud AUPs” means, collectively: (a) the AWS Acceptable Use Policy
applicable to the use of Amazon Web Services’ platform, the current version found at http://aws.amazon.com/aup
and which is subject to change at the discretion of the service provider; (b) the Akamai Acceptable Use Policy
applicable
to
the
use
of
Akamai’s
content
delivery
network,
the
current
version
found
at
https://www.akamai.com/us/en/privacy-policies/acceptable-use-policy.jsp and which is subject to change at the
discretion of the service provider; and (c) Workday’s Learning and Media Cloud AUP, the current version found at
https://community.workday.com/aup-learning and which is subject to change at the discretion of Workday.
Workday may suspend Customer’s access to Media Cloud at any time if Workday reasonably believes that
Customer has or intends to violate these Media Cloud Terms, which may include instances where Workday or its
suppliers reasonably believes that Customer has or intends to violate the Media Cloud AUPs. To the extent
practicable, Workday will only suspend Customer’s right to access or use the instances, data (including Media
Cloud Content), or portions of Media Cloud that caused the suspension. Customer agrees that any such
suspension or termination will not be deemed a breach of the MSA by Workday. Customer agrees to cooperate
with Workday and its service providers in the investigation of any actual or alleged violation of any Media Cloud
AUP.
6.
Ownership and Reservation of Rights. As between Workday and Customer, Customer retains all
ownership in the Media Cloud Content uploaded to Media Cloud by any Authorized Party of Customer.
Notwithstanding the foregoing, Workday or its suppliers retain all ownership in Media Cloud Content that it makes
available for Customer use. Workday is granted the rights specified in these Media Cloud Terms and all other
rights remain vested in Customer. Workday and its suppliers retain all ownership in all components of Media
Cloud. Customer is granted the rights specified in these Media Cloud Terms and all other rights remain vested in
Workday.
7.
Security. Workday has implemented and will maintain appropriate technical and organizational
measures designed to protect Media Cloud Content against accidental or unlawful destruction, loss, alteration,
unauthorized disclosure or access to, as set forth in the Workday Universal Security Exhibit at
https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html (the “Workday Universal
Security Exhibit”). Media Cloud, including the AWS and Akamai operations and facilities, are not covered under
any of Workday’s existing audit reports. Primary storage of Media Cloud Content is on AWS, which employs
encryption at rest for Media Cloud Content, taking into account available technology. Currently, Media Cloud
Content and Packaged Media Content User Interaction Data that traverses through Akamai uses Transport Layer
Security (TLS). Media Cloud Content and Packaged Media Content User Interaction Data is not encrypted at rest
when temporarily cached in Akamai in connection with content delivery. For the avoidance of doubt, Media Cloud
Content (including, but not limited to, Packaged Media Content) will not be considered Customer Data (or
equivalent term in the MSA).
8.
Data Processing Terms. All Personal Data (as defined in the Workday Universal DPE) will be
processed in accordance with the Workday Universal Data Processing Exhibit at https://www.workday.com/en-
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us/legal/contract-terms-and-conditions/index/exhibits.html (the “Workday Universal DPE”). Workday’s EU
Access Policy does not apply to Media Cloud.
9.
Support. Customer understands and agrees that (a) Workday may provide support for Media Cloud from
Canada, in addition to other Workday support locations, including access to Customer’s Media Cloud Content in
connection with such support and (b) to the extent Customer elects to use any third party tool or website to
diagnose and troubleshoot any issues with Customer’s Media Cloud Content or use of Media Cloud, even if
recommended by Workday, Customer shall be solely responsible and shall indemnify and hold Workday its
service providers and subcontractors, and its and their Affiliates, harmless from any and all losses arising out of or
relating to Customer’s use of any such third party tool or website.
10.
Media Cloud Term and Termination. Notwithstanding anything to the contrary in the MSA or the Order
Form to which this Addendum is attached (the “Order Form”), unless earlier terminated as provided herein, these
Media Cloud Terms shall commence on the Order Effective Date and continue through the end of the term of the
MSA (the “Term”). If Customer’s right to use the Learning Service has expired or terminated, then either Party
may terminate these Media Cloud Terms by providing formal written notice in accordance with the notice
requirements in the MSA. As of the effective date of termination of these Media Cloud Terms: (a) Customer shall
immediately cease accessing and otherwise utilizing Media Cloud; (b) Customer will no longer provide any Media
Cloud Content; and (c) Workday will delete all of Customer’s Media Cloud Content in a timely manner. Except for
Customer’s right to use Media Cloud, the provisions herein shall survive any termination or expiration of these
Media Cloud Terms. Customer understands that Media Cloud Terms must be in place for Customer to use certain
features of other Workday Service applications, such as Learning.
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WORKDAY PRISM ANALYTICS TERMS AND CONDITIONS ADDENDUM
Notwithstanding anything to the contrary in the MSA (including any statement that the MSA terms will prevail in
the event of conflict or inconsistency), the parties expressly agree that the terms of this Addendum will apply to
Customer’s use of PRA and will control over the terms of the MSA and Order Forms to the extent they conflict
with or are not covered by the MSA or Order Forms.
1. Scope of Use.
a. Customer may use PRA to store and analyze data solely for the internal business purposes of
Customer and the internal business purposes of Customer’s Affiliates if Customer’s subscription for
PRA includes Affiliate’s Employees.
b. Customer’s subscription to PRA herein permits Customer to use PRA up to 250M of Published Data
Rows for each Tenant (implementation and production tenants). “Published Data Rows” are the
number of data rows in total datasets designated as “published” (and therefore capable of being
reported upon) in the Customer’s PRA data catalog. For the purposes of determining compliance with
the limit on Published Data Rows, Workday will consider any data row published that exceeds 1000
characters as multiple data rows in 1000 character increments. Published Data Rows are measured
separately for each Tenant. Customer may monitor its own usage in PRA and manage Published
Data Rows by unpublishing or deleting a dataset in order to keep its usage of PRA below the
Published Data Rows limits set forth above, or Customer may purchase additional capacity
(PRACUs, as defined below) for use in Customer’s Tenant which expands the allowable Published
Data Rows. Customer’s “Data Limit” for each Tenant is the sum of the limit set forth above and all
current applicable Capacity Unit subscriptions purchased by Customer for such Tenant. Workday
reserves the right to monitor the number of Published Data Rows by Tenant used by Customer, and if
at any time Customer exceeds its Data Limit applicable to Published Data Rows for a particular
Tenant, then Customer may experience reduced performance of the Tenant. If Customer continues to
exceed its Data Limit for more than thirty (30) days after receiving a notification from Workday of such
overage, through Workday’s customer care offering or other reasonable means, then Workday will (i)
begin charging Customer, under a separate invoice at a prorated amount based on the fees per
PRACU set forth in this Order Form, for the applicable number of additional PRACUs necessary to
cover the difference between the measured usage and Customer’s current Data Limit for that Tenant,
or (ii) limit the addition of data to the Tenant and the number of data rows that may be published, and
reduce Customer’s Data Limit. A Capacity Unit will increase Customer’s current Data Limit for the
applicable Tenant for the entirety of the remainder of the applicable Order Term. Pricing of Capacity
Units is dictated by the terms set forth herein.
c. Customer may import and utilize third party data (including any data services that Workday may make
available to Customer) with PRA but only to the extent Customer has independently obtained all
necessary rights and licenses to do so and Customer’s use of such data is in compliance with such
data provider’s terms of use and applicable Laws. PRA is not provided in a PCI compliant
environment so it may not be used for PCI data.
2. Workday Prism Analytics Capacity Units (“PRACU”).
Each PRACU will increase the allowable Published Data Rows for a particular Tenant by an additional 100M of
Published Data Rows with an annual fee of $40,000 USD per PRACU for each Year (fees for any partial Year of
the Order Term will be prorated, on a monthly basis, based on such annual fee). A PRACU term begins on the
PRACU Order Effective Date and ends on the last day of the then-current Order Term for Prism Analytics.
PRACU charges will be invoiced in accordance with the MSA. An Order Form will be required for the purchase of
any PRACUs.
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WORKDAY INNOVATION SERVICES TERMS AND CONDITIONS ADDENDUM
These Workday Innovation Services Terms and Conditions (these “IS Terms”) are subject to and governed by the
MSA and, except as otherwise set forth herein, apply to all Innovation Services (each, an “Innovation Service”
and, collectively, “Innovation Services”) offered by Workday. Unless otherwise defined herein, capitalized terms
used in these IS Terms have the same meaning as set forth in the MSA. The parties agree that these IS Terms
apply exclusively to the use of Innovation Services and IS Data (each as defined below) and do not amend the
terms of the MSA. Notwithstanding anything to the contrary in the MSA and solely with respect to the Innovation
Services provided hereunder, in the event of a conflict, the provisions of these IS Terms shall take precedence
over provisions of the body of the MSA and over any other exhibit or attachment.
1. For Purposes of these IS Terms:
“Customer Results” means, with respect to any Innovation Service, any and all analytics, trends, analyses,
processes, aggregations, reports and results from the enhancement and optimization of IS Data by Innovation
Services; provided that Workday Results shall never be classified as Customer Results;
“Workday Results” means, with respect to any Innovation Service, any and all analytics, trends, analyses,
processes, aggregations, reports and results from the enhancement and optimization of IS Data by Innovation
Services that have been de-identified; and
“Results” means, collectively, Customer Results and Workday Results.
2. Innovation Services. Subject to these IS Terms and the applicable service description posted on Workday’s
Community site (each, a “Service Description”), Customer may access and use Innovation Services to
enhance and optimize Customer’s experience with the Service (or such equivalent term in the MSA).
Customer determines which Innovation Service(s) to participate in by actively enabling such Innovation
Service(s) inside its Tenant (“IS Enablement”). Unless otherwise indicated in a Service Description or agreed
in an Order Form, all Innovation Services are part of the Service, will be delivered with no additional fees to
the Customer, and will be provided in English only.
3. Innovation Services Data. In these IS Terms, the data that Customer contributes to Innovation Services is
referred to as “IS Data”. An explanation of what IS Data must be contributed in order to utilize a specific
Innovation Service is included in the applicable Service Description. IS Data is not considered Customer Data
(or such equivalent term in the MSA) but will be protected as Confidential Information under the MSA and
protected as described in these IS Terms, the Workday Universal Security Exhibit, and the Workday Universal
DPE. IS Data will be used by Workday only in accordance with the applicable Service Description, these IS
Terms, and the MSA. Customer has no obligation to contribute IS Data but Customer’s right to participate in
any specific Innovation Service(s) and receive Results (as defined above) is conditioned on Customer
contributing IS Data. Customer can stop contributing IS Data at any time through the IS Enablement process
(by disabling a specific Innovation Service).
4. Workday Obligations. Workday shall not use IS Data except to (i) provide and improve Innovation Services,
(ii) generate Results, (iii) prevent or address service or technical problems, and (iv) verify Service
Improvements, each in accordance with these IS Terms and the Documentation (as defined in the MSA), or in
accordance with Customer’s instructions.
5. Customer Obligations. Customer is responsible for obtaining and verifying it has all authorizations,
consents, and rights necessary to utilize Innovation Services and contribute IS Data in accordance with these
IS Terms, each Service Description and applicable Law. Customer shall not contribute IS Data that contains
Protected Health Information as defined in 45 C.F.R. §160.103 (“PHI”) if such contribution is prohibited under
the applicable Service Description.
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6. Proprietary Rights and Licenses.
6.1. Subject to these IS Terms, Workday grants Customer a non-exclusive, non-transferable license to
access and use the Innovation Services, including, if applicable, any third-party content Workday makes
available to Customer through any Innovation Service (“IS Content”) and Results, solely for the internal
business purposes of Customer and its Affiliates, to the extent included in Customer’s current
subscription to Service applications.
6.2. Subject to these IS Terms, Customer grants Workday a worldwide, royalty-free, fully-paid up license with
the right of sublicense to any Subprocessor (as defined in the Workday Universal DPE) to use,
reproduce, display, translate, adapt (including to modify and make derivative works), distribute, import,
and format IS Data for the purposes set forth in the Workday Obligations Section above. As between the
parties, Customer owns all IS Data and Customer Results and Workday and its licensors own the
Innovation Services, IS Content, and all Workday Results.
7. Security. For each Innovation Service, Workday has implemented and will maintain appropriate technical and
organizational measures designed to protect IS Data against accidental or unlawful destruction, loss,
alteration, unauthorized disclosure, or access to, as set forth in the Workday Universal Security Exhibit at
www.workday.com/content/dam/web/en-us/documents/legal/workday-universal-security-exhibit.pdf
(the
“Workday Universal Security Exhibit”) which is incorporated into these IS Terms by this reference. Unless
otherwise set forth in a Service Description, Innovation Services are not in scope for Workday’s third-party
audit reports (i.e., SOC1, SOC2, ISO Certification).
8. Data Processing Terms. All Personal Data (as defined in the Workday Universal DPE) will be processed in
accordance with the Workday Universal Data Processing Exhibit at www.workday.com/content/dam/web/en-
us/documents/legal/workday-universal-data-processing-exhibit.pdf (the “Workday Universal DPE”) which is
incorporated into these IS Terms by this reference. Workday’s EU Access Policy does not apply to Innovation
Services unless the applicable Service Description indicates otherwise.
9. Deletion of IS Data. At its discretion, Customer may elect to stop contributing IS Data at any time by
disabling specific Innovation Service(s) through the IS Enablement process or through Data Selection (as set
forth in any applicable Service Description). In the event Customer disables Innovation Service(s) through the
IS Enablement process, Workday will delete any such IS Data within thirty (30) days subject to any return or
retrieval rights set forth in a Service Description.
10. Term, Termination, Suspension. Notwithstanding anything to the contrary in the MSA or the Order Form to
which this Addendum is attached, unless earlier terminated as provided herein, these IS Terms shall
commence on the Order Effective Date and continue through the end of the term of the MSA. Unless
otherwise set forth in a Service Description and excluding Innovation Services that are required for a SKU
which Customer has purchased, Workday may terminate any Innovation Service for convenience by providing
at least thirty (30) days’ prior notice which may be provided by a general announcement via Community.
Customer may terminate its use of any Innovation Service for convenience at any time by disabling such
Innovation Service through IS Enablement or Customer may terminate these IS Terms by providing Workday
with formal written notice pursuant to the MSA with a copy by email to legal@workday.com, and such notice
will be effective thirty (30) days after Workday’s receipt of the notice. Customer understands and agrees that
in the event Customer has purchased a SKU which requires Innovation Services capabilities, termination of
these IS Terms will not result in a refund of fees paid or nonpayment of fees payable for the applicable SKU.
Upon any termination of an Innovation Service, as of the effective date of such termination, Customer may no
longer have access to such Innovation Service, and related IS Data and Results. Workday may suspend
Customer’s access to any Innovation Service at any time in the event Workday reasonably determines such
action is necessary to preserve the integrity and/or security of such Innovation Service.
11. Miscellaneous. No uncured breach of these IS Terms by either party will give rise to a termination right under
the MSA. Workday is not required to escrow third party source code that is used in the Innovation Services.
Workday may modify Service Descriptions from time to time provided that Workday does not materially
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diminish the applicable security and privacy commitments as set forth in these IS Terms. Workday will provide
notice of any change to a Service Description through Community and any change will not go into effect until
thirty (30) days after such notice.
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Page 1 of 4
ORDER FORM # 00230805.0
TO MASTER SUBSCRIPTION AGREEMENT (“MSA”)
Customer Name
Maricopa County
Workday Entity
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date
See MSA executed herewith
Order Effective Date
The later of the dates of the parties’ signatures
Currency
USD
Total Training Fees
229,588
Payment #
Payment Due Date
Payment Amount
1
Due in accordance with the MSA, invoiced upon Order Effective Date
119,840
2
Due on first anniversary of the Order Term start date
27,437
3
Due on second anniversary of the Order Term start date
27,437
4
Due on third anniversary of the Order Term start date
27,437
5
Due on fourth anniversary of the Order Term start date
27,437
Total Payment Amount
229,588
SKU
Training Offering
Price Per TC
Quantity
Training Fees
TC
Training Credits (prepaid)
660
140
92,400
SKU
Training Offering
Annual Rate
Quantity
LOD Fees for
Order Term
LODTECH10
Learn On-Demand – Cross-Application
Technology Library 10 Initial Users
5,000
1
25,000
LODPAY10
Learn On-Demand - Payroll/Absence/Time
Tracking Library 10 Initial Users
5,000
1
25,000
LODHCM10
Learn On-Demand – HCM Library 10 Initial
Users
5,000
1
25,000
Total LOD Fees for Order Term
75,000
LOD Order Term: December 1, 2020 through November 30, 2025
SKU
Training Offering
Total Number of
FSE Workers
AK Fees for
Order Term
AK
Adoption Kit
14,875
62,188
AK Order Term: December 1, 2020 through November 30, 2025
The link to the LOD and Adoption Kit offerings will be delivered to the respective LOD and Adoption Kit Named User
designated below. The Customer is responsible for providing accurate email addresses below.
Customer
Contact
Information
Billing, In Care of
LOD Named User/ Training
Coordinator
Adoption Kit Named User
Contact Name
Wyatt Sterusky
Wyatt Sterusky
Wyatt Sterusky
Street Address
City/Town,
State/Region/
Zip/Post Code
Country
301 S 4th Ave Ste 200
Phoenix Arizona 85003
United States
301 S 4th Ave Ste 200
Phoenix Arizona 85003
United States
301 S 4th Ave Ste 200
Phoenix Arizona 85003
United States
Phone/Fax #
(602) 372-0496
(602) 372-0496
(602) 372-0496
Email (required)
Wyatt.Sterusky@Maricopa.Gov
Wyatt.Sterusky@Maricopa.Gov
Wyatt.Sterusky@Maricopa.Gov
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Page 2 of 4
This Order Form is subject to and governed by the MSA. The parties further agree to the terms in the attached Addendum.
All remittance advice and invoice inquiries shall be directed to Accounts.Receivable@workday.com.
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ADDENDUM A
ADDITIONAL ORDER FORM TERMS – TRAINING
Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the
referenced MSA. In the event of a conflict between the terms of this Order Form and the terms of the MSA, the terms of this
Order Form shall prevail.
1.
Training Terms. The Training Credits purchased under this Order Form expire eighteen (18) months from the
Order Effective Date. Each Training Credit may be used for either: (i) one day of in person attendance for one attendee to a
Workday classroom training course at a designated Workday facility, (ii) one day of in person attendance for one attendee to
a Workday instructor-led onsite training course at a Customer facility, or (iii) two days of virtual (online remote) attendance
for one registered attendee to a Workday virtual instructor-led training course. The registered attendee shall not permit others
to participate. Customer may not register for and apply Training Credits to training until such Training Credits are purchased
pursuant to an Order Form. Customer may not retroactively apply subsequently purchased Training Credits to training for
which registration occurred before the applicable Order Effective Date. If Customer registers for training without an
adequate prepaid Training Credit balance, Workday list prices will apply. The number of Training Credits required for an
attendee to attend a specific course varies by the duration of the course (in days). Specific offerings and the requisite number
of Training Credits for attendance are set forth in Workday’s current training catalog. Any Customer request for a
cancellation of a class enrollment must be submitted as a Training Case via the Customer Center by the Customer Training
Coordinator at least seven (7) full calendar days prior to the scheduled start date of the class. Cancellation requests received
less than seven (7) calendar days prior to the scheduled start date will not be honored and are subject to the full training fee.
2.
Training Credit Bulk Purchase Option. Workday’s discounted bulk purchase rates will be applied to the
cumulative number of Training Credits purchased during a rolling 12-month period provided Customer prepays for all such
purchases. Discounted rates will not be applied retroactively for previously purchased Training Credits. Any a la carte
training purchases, including purchases of courses from the Learning Management System (LMS) course list, will not count
toward the cumulative number of Training Credits purchased for the purpose of bulk purchase rates. The following rates
apply to the bulk purchases made within the 12-month period following the Order Effective Date:
Prepaid Training Credits Acquired
Rate Per Training Credit
0 - 10
USD $ 800
11- 25
USD $ 760
26 - 50
USD $ 735
51 - 75
USD $ 710
76 - 100
USD $ 685
101 - 249
USD $ 660
250+
USD $ 620
3.
On-Site Training Terms. On-site training at Customer’s site is subject to Workday’s approval and the following
terms. Customer will provide the required training facility in accordance with the Workday-provided specifications for room
set-up, hardware and Internet connectivity requirements. Each attendee will have an individual workstation complete with
Internet connectivity. On-site training fees will be billed in advance or Customer may utilize Training Credits purchased on a
previous Order Form if fully paid. In addition to the applicable fees for the Training Credits, Customer will be responsible
for the reasonable and actual travel and living expenses incurred by the instructor(s) which will be invoiced after the session.
On-site training not completed in the period scheduled will not be refunded, nor will it be applied to any other Workday
service offering. The minimum and maximum number of students for any on-site training is thirteen (13) minimum and
eighteen (18) maximum.
4.
Learn On-Demand Terms. The first Learn On-Demand (“LOD”) SKU of each Library purchased by Customer
is for ten (10) Named Users. Each “5 Additional Users” SKU is for five (5) additional Named Users for the stated Library.
A “Library” is a bundle of specific, related training concepts. Library offerings currently include: (i) “HCM”, (ii) “Cross
Application Technology”, (iii) “Financials”, (iv) “Workday Payroll”, and (v) “Education & Government”. A “Named User”
is an eligible Employee of Customer for which Customer has provided Workday a valid name and e-mail address. Each
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Named User will be assigned a password granting the Named User access to the LOD. Named Users may not be substituted
without the prior written consent of Workday, which will not be unreasonably withheld. Each Named User may access all of
the LOD content within a specific Library during the stated number of years above
5.
Adoption Kit Terms. The Adoption Kit includes: (i) all content listed in the applicable overview provided
therewith as well as any additional content made generally available by Workday during the Adoption Kit Order Term, (ii) a
facilitators guide, (iii) an FAQ, (iv) videos, and (v) sample internal marketing materials. During the Adoption Kit Order
Term, Workday hereby grants to Customer a non-exclusive, nontransferable license to use, copy, customize and create
derivative works of the Adoption Kits solely for the purpose of internally distributing the relevant Adoption Kit material to
promote internal use of the Service by Customer’s Employees. Customer shall reproduce all Workday proprietary rights
notices and headings on any copies, in the same manner in which such notices were set forth in or on the original. Customer
is solely responsible for the accuracy of any modifications or customizations of the Adoption Kits made by it. Subject to
Workday’s underlying intellectual property rights in the Adoption Kits and the Service, Customer owns all improvements
and other materials that Customer may develop, make or conceive, either solely or jointly with others (but not with
Workday), whether arising from Customer’s own efforts or suggestions received from any source other than Workday, that
relate to the Adoption Kits (“Adoption Kit Improvements”). Customer grants to Workday a royalty-free, irrevocable license
to use, copy, distribute, and create derivative works of any and all Adoption Kit Improvements. Customer agrees that
Adoption Kit Improvements may include Workday Confidential Information that is subject to the nondisclosure and use
restrictions set forth in the MSA. Customer agrees that it will not assert a claim for, or file suit for, or take any other action in
furtherance of any alleged or actual infringement or misappropriation of the rights in or associated with any Adoption Kit
Improvements should Workday create similar materials independently.
6.
Miscellaneous Training Terms. Workday training is for use by Customer Employees and Authorized Parties only
and for purposes consistent with the MSA. In no event will Customer allow third parties to access or use Workday training
or related materials, including, but not limited to, other existing or potential Workday customers or partners. Workday
training classes and courses may not be videotaped, recorded, downloaded or duplicated without Workday’s prior written
consent. This Order Form is non-cancelable and associated fees are non-refundable and non-transferable, and cannot be used
as a credit toward any other amounts due to Workday. Customer will pay for all classroom and virtual training courses
attended by Customer’s Employees and Customer’s Authorized Parties. Workday may utilize an external learning
management system for training enrollment and tracking of course attendance. Customer understands that any such system is
not part of the Workday Service.
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Order Form (Delivery Assurance) - Maricopa County
ORDER FORM # 00230764.0
TO MASTER SUBSCRIPTION AGREEMENT (“MSA”)
DELIVERY ASSURANCE – (FIXED FEE)
Customer Name
Maricopa County
Workday Entity Name
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date
See MSA executed herewith
Order Effective Date
The later of the dates beneath the parties’ signatures on the MSA Signature Document
Order Term End Date
May 31, 2022
Currency
USD
Total Consulting Fees
$92,000
SKU
Consulting Engagement Type
DA
Delivery Assurance Checkpoint Reviews
DAPM
Delivery Assurance Project Management Reviews
Product Components in Scope for
Delivery Assurance
Advanced Compensation;Prism
Analytics;Benefits;Compensation;Absence Management;Human Capital
Management;Recruiting;Payroll - US;Time Tracking;Learning;
Number of Prism Use Cases
5
Customer Contact Information
Billing, In Care of
Contact Name
Wyatt Sterusky
Street Address
City, State,
Zip Code, Country
301 S 4Th Ave Ste 240
Phoenix, Arizona,
85003, United States
Phone
(602) 372-0496
Email
wyatt.sterusky@maricopa.gov
This Order Form (along with the tables above and Addendum attached hereto, this “Document”) is entered into as of the
Order Effective Date listed above, and is subject to and governed by the MSA (the “Agreement”) between the Workday
customer listed above (“Customer”) and the Workday entity listed above (“Workday”). In the event of a conflict between
the terms of this Document and the terms of the Agreement, the terms of this Document shall prevail with respect to the
subject matter hereof. All capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement.
This Document is only valid and binding on the parties when executed by both parties and is further subject to the additional
terms in Addendum A attached hereto.
Workday may extend the Order Term with respect to the Delivery Assurance Services without Customer’s consent and at
no additional cost to the Customer to the extent reasonably determined by Workday to be necessary or appropriate to
perform the Delivery Assurance Services.
Professional Services and Scope. This Document describes the Workday’s delivery assurance Professional Services that
Workday shall perform for Customer. Any service, deliverable, feature, or functionality not expressly identified in Addendum
A is not in the scope of this Document.
Fees and Payment. This Document is for Workday’s delivery assurance consulting services to be provided during the
Order Term on a fixed fee basis. The fixed fee amount does not include related travel and expenses. The Total Consulting
Fee as set forth above shall be invoiced upon execution of this Document. Expenses shall be invoiced on a monthly basis
as incurred. Invoices are due in accordance with the Agreement. All remittance advice and invoice inquiries can be directed
to AccountsReceivable@Workday.com.
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Termination. Unless terminated in accordance with this Section, this Document automatically terminates upon the earlier
of: (i) completion of the professional services provided hereunder, or (ii) the termination of the Agreement. Either party may
terminate this Document for cause on the same terms as it may terminate the Agreement for cause. Upon receipt of any
notice of termination, Workday shall immediately cease performance of all services and Customer shall pay Workday within
thirty (30) days after the date of termination for all services performed by Workday (included partially completed services)
and travel and living expenses incurred up to the cessation of such services. Notwithstanding any other provision to the
contrary, termination or breach of this Document hereunder by either party for any reason shall not terminate nor give that
party the right to terminate the Master Subscription Agreement or any Order Forms thereto.
IN WITNESS WHEREOF, this Document is entered into as of the Order Effective Date, defined above.
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ADDENDUM A
ADDITIONAL TERMS – DELIVERY ASSURANCE
1. General
As part of Workday’s delivery assurance consulting services (“Delivery Assurance” or “DA”), one or more
Workday DA reviewers (each, a “DA Reviewer”) and other Workday consultants (with the DA Reviewer,
collectively, the “Workday DA Team”) shall validate that Customer’s deployment of the Workday Service, as
performed by a Workday service partner (“Partner”), adheres to the Workday deployment methodology and
configuration standards. Unless otherwise defined herein, capitalized terms used in this Addendum have the
same meaning as set forth in the Agreement.
2. Description of Delivery Assurance Services
2.1 Configuration Checkpoint Reviews.
a) Configure & Prototype Stage. This is the Workday DA Team’s detailed review of the configuration of
Customer’s tenant that shall be used for end-to-end testing. The Workday DA Team shall review the
configured application and document the findings for review by the Partner project consultant(s) and project
manager responsible for Customer’s deployment of the Workday Service (collectively, the “Partner
Deployment Team”), as well as Customer. The Workday DA Team shall utilize proprietary tools in the
performance of these reviews wherever possible.
i)
Workday’s configuration review template corresponding to each functional DA area in
scope for the project shall be completed by a Partner project consultant and reviewed by
the DA Reviewer.
ii) The DA Reviewer shall complete the corresponding sections of the configuration review
template and shall provide feedback to the Partner project consultant.
iii) The Partner project consultant shall be responsible for resolving any issues identified by the
Workday DA Team. For any issues that cannot be resolved, the Partner Deployment Team
shall follow Workday’s issue resolution process.
iv) A Partner project consultant shall discuss the checkpoint outcomes with the Customer and
deliver the completed configuration review template to the Customer.
b) Deploy Stage. This is the Workday DA Team’s detailed review of the configuration of the Customer pre-
Production tenant before it is moved into Production. The Workday DA Team shall review the pre-
Production tenant and document the findings for review by the Partner Deployment Team, as well as
Customer. This review serves as a final pre-Production review of the tenant configuration. The Workday
DA Team shall utilize proprietary tools in the performance of these reviews wherever possible.
i)
Workday’s configuration review template corresponding to each functional DA area in scope
for the project shall be completed by a Partner project consultant and reviewed by a DA
Reviewer.
ii) The DA Reviewer shall complete the corresponding sections of the configuration review
template and shall provide feedback to the Partner project consultant.
iii) The Partner project consultant shall be responsible for resolving any issues identified by the
Workday DA Team. For any issues that cannot be resolved, the Partner Deployment Team
shall follow Workday’s issue resolution process.
iv) The Partner project consultant shall discuss the checkpoint outcomes with the Customer
and deliver the completed configuration review template to the Customer.
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2.2 Integration Checkpoint Reviews. Only integrations that are within the scope of the DA that are built for the
Customer by the Partner (each a “Partner-Built Integration”) or by Workday (each a “Workday-Built
Integration”) qualify for the following Delivery Assurance reviews by the Workday DA Team.
a) Architect Stage (Approach Review). For all Partner-Built Integrations and Workday-Built Integrations in
scope, the Workday DA Team shall review the approach to building the integration. The Workday DA
Team’s review of the integration approach occurs during the architect stage of the project to validate
that the integration is architected with best practices in mind. The Workday DA Team shall then meet
with Customer and the Partner Deployment Team to discuss the integration approach. The Workday
DA Team’s review of the integration approach includes activities such as reviewing the integration
approach for functional use cases, data mapping, performance, and scalability. The Workday DA
Team’s review is performed prior to the build stage, although prototyping may occur during the architect
stage. The Workday DA Team shall utilize proprietary tools in the performance of these reviews
wherever possible.
i)
The Partner project consultant shall identify all Partner-Built Integrations and Workday-Built
Integrations that are in scope and log each integration in Workday’s project tracking system
for review by the DA Reviewer.
ii) Workday’s integration review template for integrations in scope of the project shall be
completed by the Partner project consultant and reviewed by the DA Reviewer.
iii) The Partner project consultant shall be responsible for resolving any issues identified by the
Workday DA Team. For any issues that cannot be resolved, the Partner Deployment Team
shall follow Workday’s issue resolution process.
iv) The Partner project consultant and DA Reviewer shall discuss the checkpoint outcomes
with the Customer, and the Partner project consultant shall deliver the completed integration
review template to the Customer.
b) Test Stage. For Partner-Built Integrations and Workday-Built Integrations, the Workday DA Team shall
review all Partner-Built Integrations and Workday-Built Integrations in scope. The integration
compliance (build) review occurs early in the test stage of the project to validate that any concerns
identified during the review can be remedied and tested prior to moving the integrations into Production.
The integration compliance (build) review is a diagnostic review of integrations in scope and includes
the review of important configuration components that have been highlighted through Workday’s
deployment history. The Workday DA Team shall utilize proprietary tools in the performance of these
reviews wherever possible.
i)
A Partner project consultant shall identify all Partner-Built Integrations and Workday-Built
Integrations that are in scope and log the integrations in Workday’s project tracking system
for review by Workday’s centralized Delivery Assurance Support Team.
ii) The Partner project consultant shall complete Workday’s integration review template.
iii) The Delivery Assurance Support Team shall review and document comments in the
integration review template and update the status in Workday’s project tracking system as
the Partner project consultant works to resolve any issues, until the checkpoint status is
marked complete by the Delivery Assurance Support Team.
iv) The Partner project consultant shall discuss the checkpoint outcomes with the Customer,
and the Partner project consultant shall deliver the completed integration review template
to the Customer.
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2.3 Authentication Checkpoint Review. Only if an authentication compliance review has not previously been
conducted for the Customer and integrations are in scope for the deployment.
a) Test Stage. The Workday DA Team shall review the authentication configuration. The authentication
compliance review occurs early in the test stage of the project to validate that any concerns identified
during the review can be remedied and tested prior to moving to Production. The authentication
compliance review is a diagnostic review of the authentication in scope and includes the review of
important configuration components that impact authentication. The Workday DA Team shall utilize
proprietary tools in the performance of this review wherever possible.
i)
The Partner project consultant shall complete Workday’s authentication review template.
ii) Workday’s centralized Delivery Assurance Support Team shall review and document
comments in the authentication review template and update the status in Workday’s project
tracking system accordingly as the Partner project consultant works to resolve any issues,
until the checkpoint status is marked complete by the Delivery Assurance Support Team.
iii) The Partner project consultant shall discuss the checkpoint outcomes with the Customer,
and the Partner project consultant shall deliver the completed authentication review
template to the Customer.
2.4 Reporting Checkpoint Review.
a) Test Stage. The Workday DA Team reviews the structure of custom reports that shall be regularly used
on a post-Production basis. The reporting compliance review occurs during the test stage of the project
to validate that any concerns identified during the review can be remedied and tested prior to moving
to Production. The reporting compliance review is a diagnostic review of the custom reports in scope
and includes the review of important structural and performance considerations that have been
highlighted through Workday’s deployment history. The Workday DA Team shall utilize proprietary tools
in the performance of this review wherever possible.
i)
The Partner project consultant shall complete the reporting review template.
ii) Workday’s centralized Delivery Assurance Support Team shall review and document
comments in the reporting review template and update the status in Workday’s project
tracking system accordingly as the Partner project consultant works to resolve any issues,
until the checkpoint status is marked complete by the Delivery Assurance Support Team.
iii) The Partner project consultant shall discuss the checkpoint outcomes with the Customer,
and the Partner project consultant shall deliver the completed reporting review template to
the Customer.
2.5 Prism Analytics Checkpoint Reviews.
a) Architect Stage. The Workday DA Team shall review the design for each use case in the deployment
of Prism Analytics. The design review occurs during the architect stage of the project to validate the
Prism Analytics setup is architected with best practices in mind. The design for each use case is then
discussed in a meeting with the Partner Deployment Team, as well as Customer. This design review
includes activities such as reviewing setup, ingestion, data stages and reporting. The Workday DA
Team shall utilize proprietary tools in the performance of these reviews wherever possible.
i)
A Partner project consultant shall complete the Prism Analytics design review template for
each use case, and it shall be reviewed by a DA Reviewer.
ii) The DA Reviewer shall complete the corresponding sections of the Prism Analytics design
review template and provide feedback to the Partner project consultant.
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iii) The Partner project consultant shall be responsible for resolving any issues identified by the
Workday DA Team. For any issues that cannot be resolved, the Partner Deployment Team
shall follow Workday’s issue resolution process.
iv) The Partner project consultant and DA Reviewer shall discuss the checkpoint outcomes
with the Customer and deliver the completed Prism Analytics design review template to the
Customer.
b) Test Stage. The Workday DA Team shall review the configuration for each use case of the Prism
Analytics setup and reporting. The build review results are then discussed in a consolidated meeting
with the Partner Deployment Team, as well as Customer. The build review shall include the examination
of configurations for each use case including data structures, report definitions, publishing and
functionality. The Workday DA Team shall utilize proprietary tools in the performance of these reviews
wherever possible.
i)
Workday’s Prism Analytics build review template for each use case shall be completed by
a Partner project consultant and reviewed by a DA Reviewer.
ii) The DA Reviewer shall complete the corresponding sections of the Prism Analytics build
review template and shall provide feedback to the Partner project consultant.
iii) The Partner project consultant shall be responsible for resolving any issues identified by the
Workday DA Team. For any issues that cannot be resolved, the Partner Deployment Team
shall follow Workday’s issue resolution process.
iv) The Partner project consultant and DA Reviewer shall discuss the checkpoint outcomes
with the Customer and deliver the completed Prism Analytics build review template to the
Customer.
2.6 Delivery Assurance Project Management Reviews.
a) Plan Reviews. Workday’s Delivery Assurance Manager shall review the Partner’s project planning
documents drafted during the plan stage and the cutover plan detailing the Customer’s transition to
the Workday Service to determine whether the defined scope, tasks, and timelines are reasonable and
align to the Workday deployment methodology.
i)
Workday’s Project Initiation Checkpoint is a detailed review for adherence to the Workday
deployment methodology, an achievable schedule, and appropriate resourcing based upon
scope and schedule.
A. The Partner project manager shall complete and provide copies of Workday’s
Project Initiation Template, and of Partner’s Project Plan, Tenant Management
Plan and Scope Document.
B. The Partner project manager shall attach the documents to Workday’s project
tracking system and update the Delivery Assurance checkpoint status.
C. The centralized Workday DA Support Team shall review the documents for
completeness and shall perform Delivery Assurance checkpoint administration.
D. The Workday Delivery Assurance Manager shall review the documents in detail
and shall complete the Delivery Assurance process.
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E. The Workday Delivery Assurance Manager shall provide feedback on the review
of schedule, resources, scope and risk and deliver the completed document to the
Partner project manager and Customer.
ii) The Cutover Plan review is a detailed review of the cutover plan and associated activities.
This review shall help confirm that all important areas have been addressed to support a
successful cutover to production and roll out of the Customer’s deployment of the Workday
Service in Production.
A. The Partner project manager shall complete the Cutover Plan including timeline of
activities,
tenant
information,
roles
and
responsibilities,
logistics,
and
communications. The Cutover Plan should be developed in conjunction with the
Customer’s own Project Team.
B. The Partner project manager shall attach the documents to the Workday project
tracking system and update the Delivery Assurance checkpoint status.
C. The Workday Delivery Assurance Manager shall review the documents and
complete the Delivery Assurance process.
D. The Workday Delivery Assurance Manager shall provide feedback to the Partner
project manager, who shall deliver the completed document to the Customer.
b) Periodic check-in calls. Workday’s Delivery Assurance Manager shall conduct scheduled calls with the
Partner Deployment Team and the Customer to discuss the overall state of the deployment and
determine if the project is continuing to meet expected timelines and activities.
c) Deployment Readiness Reviews.
i)
The Partner project manager and Customer shall complete the Deployment Readiness
Review Checklist toward the end of each of the five deployment stages in the Workday
deployment methodology.
ii) The Workday Delivery Assurance Manager shall review and comment on the Deployment
Readiness Review Checklist and provide recommendations based upon the Workday
deployment methodology.
iii) The Workday Delivery Assurance Manager shall discuss the checkpoint outcomes with the
Partner project manager and Customer and deliver the completed Deployment Progress
Review Checklist to the Customer after each deployment stage.
d) Other Activities. Workday’s Delivery Assurance Manager shall participate steering committee meetings
and additional project related activities, such as project status meetings, as needed.
3. Conditions
3.1
The parties understand and agree that the reviews and other services provided under this Document shall
be performed 100% offsite. Any onsite work shall be pre-agreed to by both parties in writing.
3.2
Customer is responsible for the timely coordination of its internal resources as necessary. If Customer’s
actions or responsibilities hereunder are delayed or impact Workday’s ability to perform the services for any
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reason, Customer understands and agrees that Workday may delay services, a Change Order may be
required, and additional fees may be due.
3.3
The fees due under this Document are based on the deployment scope described in this Document and only
cover work performed during the Order Term. Any changes to the scope may impact both the time required
to complete the reviews and the total Fees. If Customer desires any changes to the scope, the additional
work shall be subject to a separate agreement between the parties. This Document is non-cancelable and
Fees are non-refundable.
3.4
Workday may use Workday certified subcontractors to perform some or all of the services performed
hereunder.
4. Ownership
The recommendations, ideas, techniques, know-how, designs, programs, development tools, processes,
integrations, enhancements, and other technical information provided or developed by Workday in the course of
performing the activities contemplated by this Document, including without limitation conducting the reviews and
providing guidance, or co-developed by the parties hereunder, including all Intellectual Property Rights pertaining
thereto are Workday Intellectual Property Rights and Workday Confidential Information. Workday reserves all rights
in the content and related Intellectual Property Rights not expressly granted to the Customer herein.
5. Warranty and Disclaimer
This Order Form is for professional services rather than the Workday Service. Accordingly, the warranties and
related remedies in the MSA regarding the Workday Service are inapplicable. Instead, Workday warrants that it
shall perform its obligations set forth in this Document in a professional and workmanlike manner. As Customer’s
exclusive remedy and Workday’s sole liability for breach of the foregoing warranty, Workday shall correct
deficiencies at no additional charge to Customer, provided Customer gives written notice to Workday which
describes any deficiencies within thirty (30) days of the performance of the deficient service. In the event Workday
is unable to correct the identified deficiencies after good-faith efforts and at a commercially reasonable cost,
Workday shall refund Customer prorated amounts paid for the defective portion of the services provided under this
Document. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, EXCEPT AS
EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES
OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO THE SERVICES PROVIDED UNDER THIS DOCUMENT.
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ORDER FORM 00230765.0
TO MASTER SUBSCRIPTION AGREEMENT (“Agreement”)
(CUSTOMER SUCCESS PACKAGE)
Customer Name
Maricopa County
Workday Contracting Entity
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date
See MSA executed herewith
Order Effective Date
The later of the dates beneath the parties’ signatures on the MSA Signature
Document
Order Term
December 1, 2020 through November 30, 2025
Order Term in Months
Sixty (60)
Currency
USD
Total Consulting Fees
$465,000
Workday Rising Location
Workday Rising
Payment #
Gold Customer Success Package Invoice Date
Invoice Amount
1
Invoiced upon Order Effective Date, due in accordance with the Agreement
$85,000
2
Invoiced on December 1, 2021
$95,000
3
Invoiced on December 1, 2022
$95,000
4
Invoiced on December 1, 2023
$95,000
5
Invoiced on December 1, 2024
$95,000
Total Fees for Gold Customer Success Package
$465,000
SKU
Consulting Engagement Type
Total Fees
GCSP
Gold Customer Success Package
$465,000
Office Hours (20 hours)
Included
Customer Contact Information
Customer Billing Contact Information
Contact Name
Wyatt Sterusky
Street Address
301 W Jefferson St Ste 240
City/Town
Phoenix
State/Region, Zip/Postal Code
AZ / 85003
Country
United States
Phone/Fax #
(602) 372-0496
Email (required)
wyatt.sterusky@maricopa.gov
This Order Form (along with any addenda and exhibits attached hereto this “Order Form”) is entered into as of the Order
Effective Date and Order Term listed above and is subject to and governed by the above-referenced Agreement between
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the Workday customer (“Customer”) and the Workday Entity listed above (“Workday”). Unless otherwise defined herein,
capitalized terms used in this Order Form have the same meaning as set forth in the above-referenced Agreement.
Customer Success Package is a Covered Service under the Workday Universal DPE and Workday Universal Security
Exhibit, as applied to professional services. Customer shall direct all remittance advice and invoice inquiries to
Accounts.Receivable@workday.com.
In the event of a conflict between the terms of this Order Form and the terms of the Agreement, the terms of this Order
Form shall prevail with respect to the subject matter hereof. If any discount offered in this Order Form for a specific product
or service is not applied to the Order Form for such product or service, the discount set forth herein shall control.
This Order Form is only valid and binding on the parties when executed by both parties.
IN WITNESS WHEREOF, this Order Form is entered into as of the Order Effective Date, defined above.
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ADDENDUM A
ADDITIONAL ORDER FORM TERMS – CUSTOMER SUCCESS PACKAGE
1. Overview.
During the Order Term, Workday shall perform the Customer Success Package services (the “SP Activities”) set forth
in this Additional Order Terms Addendum (this “Addendum”) in the quantities (if applicable) set forth herein. Customer
may not elect to engage in every activity, because not all of the activities listed below will be appropriate for every
customer. The Customer Success Packages and the SP Activities are not a part of the Workday Service and are not
subject to any SLA, response time commitments, the EU Access Policy, or the US Access Policy. The Customer
Success Package is a support service and is not covered under any existing Workday audit reports or ISO Certifications.
In the event that Customer, a regulator, or supervisory authority requires additional information, including information
necessary to demonstrate compliance with the Workday Universal Data Processing Exhibit, Workday shall make
available the information and/or audit in accordance with the optional Customer Audit Program Order Form. All SP
Activities performed by Workday hereunder are conditioned on, and Customer shall ensure, Customer’s timely
cooperation and participation by relevant Customer stakeholders and subject matter experts.
2. Workday Rising Passes.
Annually during the Order Term, Customer shall receive, at no additional charge, two (2) passes to the Workday Rising
event specified on the first page of this Order Form. Outside of any Workday Rising events, sessions, and gatherings
sponsored by Workday, Customer shall be responsible for respective travel and other expenses in relation to Workday
Rising. The Workday Rising passes are available for use only in the then-current year and shall not rollover to
subsequent years. Workday shall not provide any refund credit, or other compensation if Customer does not timely use
the passes. Registrations are not transferable to any third party or to any other Workday-sponsored programs or future
Workday Rising programs. No retroactive group registration qualification is permitted. Customer cannot combine the
Customer Success Package passes with any other discounts or offers, including group discounts. The parties agree if
Workday Rising event is canceled or modified for any reason, there is no refund or reduction in fees for the Customer
Success Package.
3. Workday Customer Success Manager.
Workday shall identify an internal Workday resource to serve in a customer success manager role (a “CSM”). If Workday
finds it necessary to change the CSM from time to time, Workday shall provide notice to Customer. The CSM shall
travel onsite to Customer’s office location up to two (2) times per year of the Order Term (i.e., two onsite visits prior to
each anniversary of the Order Date). Workday shall provide any additional mutually-agreed requests for onsite SP
Activities at the expense of Customer, in accordance with Workday’s travel and expense policy. Except as expressly
provided in this Section, Workday shall perform all SP Activities remotely.
4. Deployment Activities.
4.1
During the deployment phase, the CSM or one or more other members of Workday’s Customer Success
team (“Customer Success”) shall conduct a Production Preparedness checkpoint and one (1) workshop
to educate Customer on best practices and recommendations for topics such as Feature Releases, Support
& Governance Models, and Training, as applicable to Customer’s requirements. Production Preparedness
provides Customer with guidance and education on foundational items (such as Customer’s internal
support, adoption, and optimization of the Workday Service) that will be critical to operational success after
go-live.
4.2
On a monthly cadence, if requested by Customer, perform any or all of the following SP Activities:
a) Coordinate activities under this Addendum across different time zones, and between Customer and
Workday executives.
b) Provide general guidance for use of the Workday Service.
c) Provide warm hand-off to applicable Workday team(s) related to support issues, escalations, and
general Customer inquiries, with follow-up and/or resolution provided by the applicable Workday
team(s).
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4.3
Proactively facilitate the partnership between Customer and Workday including:
a) Product-related advocacy. This may include communication with product management on an ad-hoc
basis, or in response to specific product-related issues; and facilitating participation in product-related
Customer design and feedback groups. However, Workday does not guarantee that any product
changes or enhancements shall be made at Customer’s request.
b) Executive alignment. When appropriate, participate in Customer steering committee meetings or
program leadership meetings.
c) Recommendations for engagement with product, special interest, and/or regional user groups. User
groups provide the opportunity for Customer to connect and collaborate with other Workday customers,
build a Workday network, and learn best practices from other customers’ experiences. For example,
currently there are groups based on customer industry, functional area, specialty area, or local
geographic area.
5. Production Activities.
The following activities are intended to take place after Customer’s first use of the Workday Service in Production (i.e.,
after Customer’s “go-live” date). Customer Success shall perform the following SP Activities, as applicable to
Customer’s requirements:
5.1 Conduct Post Go Live Review including:
a) Workday Pillars of Success Review & Recommendations;
b) Tailored guidance for Customer on Workday-provided programs, training, and other offerings; and
c) Review Customer’s strategic and business goals and accomplishments to align with Workday solutions
and development roadmap.
5.2 Participate in monthly scheduled status meetings with Customer, which may cover:
a) Workday features and functions alignment and adoption;
b) Updates, responses or resolution facilitation to Customer inquiries, escalations, and cases; and
c) Guidance and advice on services and training offerings to align specifically with Customer’s lifecycle
and business needs.
5.3 Conduct semi-annual Business Reviews including:
a)
Workday Service review;
b) Guidance on new Workday programs, training, and other offerings;
c) Analysis of case management trends to determine opportunities for greater success; and
d) Reviews of Customer’s strategic and business goals and accomplishments to align with Workday
solutions and development roadmap.
5.4 Coordinate key Workday communications tailored to Customer which may include:
a) Emphasizing Workday alerts and communication that could impact Customer;
b) Partnering opportunities for Customer and Workday; and
c) Participation in user groups and other Workday-led events.
5.5 Provide quarterly guidance for Workday Community, which may include:
a) Guidance on posting to Community for best results;
b) Recommendations for participation in Workgroups and Surveys as opportunities to provide feedback;
c) Utilizing the Workday Community Brainstorm Workbench to track voted-on brainstorms to provide
feedback to Workday regarding Customer’s priorities; and
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d) Key Community features and/or content to improve Community utilization and increase the value
obtained by Customer from Community.
5.6 Semiannually, act as product-related advocate, which may include communication with product management
on an ad-hoc basis or in response to specific product-related issues. These communications do not guarantee
any product changes or enhancements at Customer’s request.
(a) Facilitate participation in product-related customer design and feedback groups. Customer’s
participation in these groups does not guarantee any product changes or enhancements at Customer’s
request.
(b) Semiannual feature reviews to help Customer understand impact of, and plan for, adoption of new
Workday features.
(c) When appropriate, participate in Customer steering committee meetings or program leadership
meetings.
6. Exclusions.
The Customer Success Package does not include the following activities or roles.
6.1 Customer Success Package is not an elevated level of support. It is not a dedicated help line for product
challenges, issues, or bugs. Customer Success shall not provide any product support for Workday Feature
Releases.
6.2 Customer Success does not operate in any professional services roles such as:
a) Case Monitoring
b) Solution Architect
c) Project Manager
d) Implementation Specialist
e) Product Subject Matter Expert
7. Post-Production SP Activities.
The Customer Success Package provides Customer with additional offerings and discounts on post-production services
to facilitate ongoing adoption of new features and functionality
7.1 Office Hours. The Customer Success Package includes Office Hours Appointments hours of Office Hours
appointment credits for use beginning from the later to occur of (i) Customer’s initial production “go-live” date
and (ii) the Order Effective Date and expiring at the end of the Order Term. Office Hours are not a part of the
Workday Service and are not subject to any SLA, response time commitments, EU Access Policy, or the US
Access Policy. Office Hours is a support service and is not covered under any Workday audit reports or ISO
Certifications. In the event that Customer, a regulator, or supervisory authority requires additional information,
including information necessary to demonstrate compliance with the Workday Universal DPE, Workday shall
make available the information and/or audit in accordance with the optional Customer Audit Program Order
Form.
a) Customer can schedule product consultation appointments in one (1) hour increments (each, an “Office
Hour”) with a certified Office Hours resource (“Specialist”) to address the Workday Service in Production
to which Customer has subscribed. The types of questions addressed during Office Hours are limited to
how-to questions, customer-driven configuration reviews, feature demonstrations, and general questions
and answers about the Workday Service set forth herein. Office Hours are provided in the English language
only.
b) Subject to the above, each Office Hour consists solely of:
i)
A remote online consultation, up to one (1) hour in duration, between the Customer and a
Specialist; and
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ii)
Reasonable research and preparation by the Specialist in advance of the appointment (provided
the Customer has delivered the written summary of questions at the time of the appointment
request).
c)
Terms of Office Hours
i)
Applicable Workday Service. Customer may utilize Office Hours only for the Workday Service
SKUs to which the Customer is currently subscribed. Products, functional areas, and/or features
that are not generally available in the Workday Service are not in scope. Customer must be in
Production with the Workday Service that is the subject of the request, although Customer is not
required to have deployed the functionality and/or feature for discussion. Workday reserves the
right to add or delete applicable Workday Service SKUs at any time.
ii)
Remote Services; Exclusions. All Office Hours shall be performed remotely. No “hands on”
consulting services, changes to Customer’s configurations, implementation or other professional
services, raising or resolving support tickets, or access to Customer’s tenant or any of Customer’s
data (including Customer Data) are within the scope of this Order Form. Customer shall not
include any Customer Data in materials it submits to Workday in advance of an Office Hours
session, nor shall Customer provide visual or other access to Customer Data to the Specialist
during any Office Hour.
iii)
Documentation and Recording. Workday shall not document the results of, or record, any Office
Hours. Subject to Customer’s compliance with applicable law, Customer may record the Office
Hours; provided that any Workday Confidential Information contained in the recording remains
the exclusive property and Confidential Information of Workday. Customer may use the
recordings only internally and with respect to the Workday Service which Customer is authorized
to use in writing by Workday. Upon Workday’s reasonable request, Customer will provide
Workday with a complete and accurate copy of any recordings, without requiring a subpoena or
any other legal process for Workday to obtain and use such recording for any lawful purpose.
iv)
Scheduling. Office Hours must be requested via an online system, as directed by Workday.
Workday shall not guarantee the availability of a Customer’s preferred date, time or requested
Specialist. Customer shall select an appointment from Workday’s available dates and times.
Based on the expertise and capabilities of the Specialist, Workday may limit the scope of each
appointment to the questions and discussion items submitted in advance by the Customer in the
appointment request. Appointments canceled or rescheduled less than 24 hours in advance of
the appointment time shall be forfeited and decremented from Customer’s Office Hours credit
balance.
v)
Follow-up Appointments. Customer may schedule follow-up appointments with the same
Specialist to maintain continuity, subject to the Specialist’s availability. Each separate
appointment shall be separately counted and decremented hereunder.
vi)
Late Arrivals. The Specialist shall wait up to 15 minutes following the start of the confirmed
appointment start time for the arrival of the Customer. Failure of the Customer to arrive within the
initial 15 minutes or at all shall result in a one full appointment decrement of the available number
of appointments balance and the scheduled appointment shall be forfeited. If the Customer
arrives late but within the 15 minute wait time, that wait time shall be forfeited and the appointment
shall conclude at the originally scheduled end time.
vii)
Expiration and Cancellation. Office Hours purchased under this Order Form are non-cancelable,
non-refundable and non-transferable, and cannot be used as a credit toward any other amounts
due to Workday. If Customer fails to use all of its Office Hours during the term of this Order Form,
Workday shall not provide any refund, credit, or other compensation.
viii)
Additional Office Hours. Credits for Workday Office Hours are provided under this Order Form as
a one-time grant, not an annual grant. Customer may purchase additional Office Hours credits
using Workday’s standard Office Hours renewal process. If purchased during the Order Term,
the discount set forth herein shall apply.
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d)
Customer Enablement Discounts. Workday shall offer to Customer the then-currently available
Workday Customer Enablement standard post-production Professional Services offerings at a ten
percent (10%) discount. Workday shall create a separate statement of work under a separate Workday
Professional Services Agreement for these services, with the discount applied therein. Customer shall
not use Customer Enablement discounts for Customer Enablement Workshops. If Customer wishes to
secure additional Professional Services to implement additional functionality, data conversion, or
integrations not included in the scope of the standard offerings, Workday shall provide a separate
proposal for the Professional Services under a separate statement of work; provided that those services
shall not be eligible for the 10% discount
8. Workday Education Services.
8.1
Workday shall waive up to two (2) registration fees for the Getting Started with Workday Touchpoints course.
The course helps prepare new and existing customers to make educated design and configuration decisions
during both their initial deployment as well as on going configuration of Workday. Workday shall provide
students who have completed course access to the Workday Touchpoints Kit.
8.2
Workday shall waive up to two (2) Workday Pro registration fees. Workday Pro is Workday’s customer-
focused accreditation program. There are multiple tracks under the Workday Pro program. Each track is
specific to a product area. To complete the track the individual must complete a set of courses and pass a
test. Once completed, Workday Pros receive membership in the private Workday Pro Community Group,
access to the Workday Touchpoints Kit, as well as access to update training with each new Workday release
all for no additional cost. The registration fee covers the registration cost in a single Workday Pro track. The
registration fee does not cover the cost of the individual training courses within the track. If the Customer
resource fails the Workday Pro test for a track where the registration fee was waived, additional test attempts
shall be subject to a test re-take fee.
8.3
If Customer elects to purchase any Learn On-Demand Libraries or the Workday Adoption Kit, Customer shall
receive a 10% discount based on Workday’s then current list prices. Customer shall need to execute a
separate agreement to procure any Learn On-Demand Libraries or the Adoption Kit. Customer shall not apply
the discount retroactively for any Learn On-Demand Library or Workday Adoption Kit purchases made prior
to the execution of this Order Form.
9. Tenant Discount.
If, after the production go-live date, Customer elects to purchase additional deployment tenant(s), Workday shall apply
a ten percent (10%) discount to the current list pricing for a maximum of one (1) additional tenant purchased by
Customer per annual period during the Order Term. Customer shall execute a separate agreement to procure the
additional tenant(s).
10. Conditions.
10.1 The fees set in the table above (as may be amended by a Change Order or amendment hereto executed
by the parties, the “Fees”) for the Customer Success Package are based on the scope, terms, and
conditions described herein. Any changes to the scope, terms, or conditions may impact both the time
required to complete the SP Activities and the Fees. Workday shall advise Customer if requested activities
shall result in a Fee increase, and Customer may elect to proceed with the additional requested activities.
The parties shall document any additional or different, mutually agreed SP Activities and the Fees therefor
in a separate statement of work or Change Order executed by the parties.
10.2 Customer is responsible for the timely coordination of its internal resources and providing appropriate
information to Workday as necessary. If Customer’s actions or responsibilities hereunder are delayed or
impact Workday’s ability to perform the SP Activities for any reason, Customer understands and agrees
that Workday’s ability to staff the SP Activities, to complete the SP Activities in a timely manner, and to
meet date commitments, if applicable, could be at risk, and Workday may delay performance of the SP
Activities, a Change Order may be required, and additional Fees may be due.
10.3 Workday does not guarantee that certain designated specialists shall be assigned to Customer’s account.
10.4 ALL ORDERS ARE NON-CANCELLABLE, NON-REFUNDABLE, CANNOT BE USED FOR PRODUCTS
OR SERVICES OTHER THAN FOR THOSE PURCHASED, AND NOT SUBJECT TO ACCEPTANCE.
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PRODUCTS AND SERVICES ARE NOT INCLUDED IN THIS OFFERING UNLESS SPECIFICALLY
IDENTIFIED AS INCLUDED IN THIS ORDER FORM. ANY UNUSED CUSTOMER SUCCESS PACKAGE
SERVICES OR FEES SHALL EXPIRE IN THEIR ENTIRETY UPON CONCLUSION OF THE ORDER
TERM WITH NO FURTHER CREDIT OR REFUND AND SHALL HAVE NO VALUE THEREAFTER.
11. Fees, Expenses and Payment.
Workday shall invoice the Fees in accordance with the applicable table above. Invoices are due in accordance with the
Agreement. Excluding the onsite visits expressly set forth above, Workday’s travel-related costs and expenses are not
included in the Fees. If the parties have mutually agreed to have Workday travel in connection with this Addendum,
Customer shall reimburse Workday for all travel-related costs and expenses in accordance with Workday’s travel and
expense policy. Invoicing for travel-related expenses shall occur on a monthly basis.
12. Service Modification Terms.
Workday reserves the right in its sole discretion, at any time upon 90 days’ prior notice to Customer provided in the
Workday Community website (https://community.workday.com), to make changes to the Customer Success Package
(including adding or removing services and features, or replacing the Customer Success Package with a successor
service); provided, however, that any such changes shall not materially diminish any of the commitments set forth
herein. If Workday offers a successor service, at Customer’s request, the parties shall enter into good faith negotiations
to permit Customer to move to the successor service.
13. Ownership.
The recommendations, ideas, techniques, know-how, designs, programs, development tools, processes, integrations,
enhancements, and other technical information offered or developed by Workday in the course of performing the SP
Activities, or that are co-developed by the parties hereunder, including all Intellectual Property Rights pertaining thereto,
are Workday Intellectual Property Rights and Workday Confidential Information. Workday reserves all rights in the
content and related Intellectual Property Rights not expressly granted to Customer herein.
14. Termination.
Either party may terminate this Order Form for the uncured material breach of the other party. In the event of a material
uncured breach arising hereunder, the party seeking termination is permitted to terminate only this Order Form and is
not permitted to terminate any other agreement between the parties, including, without limitation, the Agreement.
However, expiration or termination of the Agreement for any reason shall result in immediate termination of this Order
Form.
15. Warranty, Remedies, and Disclaimer.
This Order Form is for customer enablement support services rather than the Workday Service; therefore, with respect
to this Order Form only, this Section supersedes any warranties, remedies, and warranty disclaimer set forth in the
Agreement and in any other agreement between Workday and Customer. Each party warrants that it has the authority
to enter into this Order Form and, in connection with its performance of this Order Form, shall comply with all Laws.
Workday warrants that it shall perform the SP Activities in a professional and workmanlike manner. As Customer’s
exclusive remedy and Workday’s sole liability for breach of the foregoing warranty with respect to this Addendum,
Workday shall correct deficiencies at no additional charge to Customer, provided Customer gives written notice to
Workday which describes any deficiencies within thirty (30) days of the performance of the deficient SP Activity. In the
event Workday is unable to correct the identified deficiencies after good-faith efforts and at a commercially reasonable
cost, Workday shall refund Customer prorated amounts paid for the defective portion of the Customer Success Package.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, EXCEPT AS EXPRESSLY
PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF TITLE,
NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO
THE SP ACTIVITIES PROVIDED UNDER THIS ADDENDUM.
16. Limitation of Liability, Exclusions.
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NOTWITHSTANDING THE TERMS OF THE AGREEMENT OR ANY OTHER AGREEMENT BETWEEN CUSTOMER
AND WORKDAY AND/OR ITS AFFILIATES, TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH
RESPECT TO (I) RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR
FRAUDULENT MISREPRESENTATION, AND/OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR
(II) CUSTOMER’S PAYMENT OBLIGATIONS, WORKDAY’S AND ITS AFFILIATES’ SOLE AND MAXIMUM
AGGREGATE LIABILITY, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR THE PERFORMANCE OF THE
CUSTOMER SUCCESS PACKAGE, ANY CHANGE ORDER RELATED TO THE SUCCESS PACKAGE, OR
OTHERWISE ARISING OUT OF THIS ADDENDUM, WORKDAY’S AND ITS AFFILIATES’ SOLE AND MAXIMUM
AGGREGATE LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, FOR THE PERFORMANCE OF THE
CUSTOMER SUCCESS PACKAGE, THE SP ACTIVITIES, OR OTHERWISE ARISING OUT OF THIS ADDENDUM
SHALL BE LIMITED TO THE CUSTOMER SUCCESS PACKAGE FEES PAID BY CUSTOMER. IN NO EVENT SHALL
EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR
DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR
COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE
PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
EXCLUSIONS IN THE PRECEDING SENTENCE SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
CUSTOMER SHALL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS HEREUNDER ARE EXCLUDED AS
WORKDAY’S LOST PROFITS.