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00497186.0
©2025 Workday v25.2 US and Canada
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UMSA - City of Chandler
SIGNATURE DOCUMENT
Documents
Agreement Number
Subscription Order Form
Order Form #: 00455542.0
Subscription Order Form – Rising Passes
Order Form #: 00508469.0
Public Sector Addendum
See document attached hereto
Universal Main Subscription Agreement (v25.2)
MSA #: 00497186.0
By executing this document (“Signature Document”), the undersigned agree they are duly authorized signatories
and all documents listed in the above table are entered into between the parties, effective as of the later of the
dates beneath the parties’ signatures below (“Effective Date”). For clarity, conflicts between the documents listed
above shall be resolved in accordance with their position in the table, with the highest document given higher
precedence. References to Signature Document and Effective Date in the Main Subscription Agreement mean
those terms as defined in the preceding sentence.
City of Chandler
275 E Buffalo St
Chandler, Arizona 85225
Workday, Inc.
Address: http://www.workday.com/contracting-entity-
addresses
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Signature
Signature
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{{_es_signer2_fullname }}
Name
Name
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{{_es_signer2_title }}
Title
Title
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{{_es_signer2_date }}
Date Signed
Date Signed
Approved as to Form
Signature
Kelly Schwab
Approved as to Legal Form by:
Rick Oleka (Sep 26, 2025 11:08:17 EDT)
Julie Gonzalez (Sep 26, 2025 09:40:25 PDT)
Julie Gonzalez
Sep 26, 2025
Julie Gonzalez
Senior Vice President, Financial Planning & Analysis
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Name
City Attorney
Title
Date Signed
Attest
Signature
Dana DeLong
Name
City Clerk
Title
Date Signed
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UNIVERSAL MAIN SUBSCRIPTION AGREEMENT
This Universal Main Subscription Agreement (“MSA”) is between the Workday entity identified on the Signature
Document or Order Form (“Workday”) and the legal entity signing the Signature Document or Order Form
referencing this Agreement (“Customer”). The parties agree as follows:
1.
Provision of Service. Workday will make the Service available to Customer for use by Customer, its
Affiliates and Authorized Parties for whom Customer enables access solely for the internal business purposes of
Customer and its Affiliates, subject to this Agreement.
1.1
Invoices and Payment. All fees will be electronically invoiced to Customer. All fees will be due and payable
within 45 days of the invoice date, except fees subject to a reasonable and good faith dispute. Workday will email
invoices to Customer within two business days of the date of the invoice. Customer must provide Workday with
complete and accurate billing contact information including a valid email address. Upon Workday’s request,
Customer must make payments via electronic bank transfer. Except for a termination or refund in accordance with
Clause 7 (Indemnification) or Clause 9.1 (Termination), all Order Forms are non-cancellable and all payments are
non-refundable. Customer may not withhold, reduce, or set– off fees owed under this Agreement.
1.2.
Overdue Payments. Any payment not received from Customer by the due date may accrue (except with
respect to charges then under reasonable and good faith dispute), at Workday's discretion, late charges at the rate
of 1% of the outstanding balance per month (or part thereof).
1.3
Suspension for Non-Payment. Except for fees subject to a reasonable and good faith dispute, if a
payment is more than 90 days past due and Workday has provided at least 30 days’ written notice to Customer,
Workday may suspend the Service, without liability to Customer, until such amounts are paid in full.
1.4
Taxes. 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, withholding 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 (collectively “Taxes”). Customer must pay 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 will be computed
based on Customer’s address listed in the Signature Document or Order Form for this Agreement 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 to
accounts.receivable@workday.com.
2.
Customer Obligations. Customer will have sole responsibility for (a) the accuracy, quality, and legality of
all Customer Content, (b) any Non-Workday Content it installs, uses, or enables; (c) obtaining and verifying it has
all authorizations, consents, and rights necessary to use the Service; and (d) ensuring compliance with this
Agreement and the AUP by its Affiliates and Authorized Parties, and any breach by its Affiliates or Authorized
Parties will be deemed a breach by Customer. Customer will take reasonable efforts to prevent unauthorised access
to, or use of, the Service, and will notify Workday promptly of any unauthorised access or use. Customer will not:
(1) use the Service in violation of Law or the Documentation; (2) in connection with the Service, send or store
infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy
rights; (3) knowingly send or store Malicious Code in connection with the Service; (4) knowingly interfere with or
disrupt performance of the Service or the data contained therein; or (5) attempt to gain access to the Service or its
related systems or networks in a manner not set forth in the Documentation. During the applicable subscription
Term, Workday reserves the right to suspend Customer’s access to an applicable Service in the event Workday
reasonably determines such action is necessary to preserve the integrity and/or security of such Service or if
Workday in good faith reasonably determines that Customer has violated the AUP; however, Workday will use
commercially reasonable efforts under the circumstances to provide Customer with an opportunity to remedy such
violation or threat prior to such suspension. Workday will use commercially reasonable efforts to minimize the length
and scope of suspension in light of the circumstances.
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3.
Proprietary Rights.
(a) Customer Ownership. As between Workday and Customer, Customer owns all right, title and interest to its
Customer Content. Workday will have the right to use Customer Content only to provide the Service, subject to this
Agreement.
(b) Workday Ownership. As between Customer, Workday, and Workday’s licensors, Workday or its licensors own
all right, title and interest to the Service (including any third-party content Workday makes available through the
Service) and Documentation, including all Intellectual Property Rights.
(c) Customer Input. Customer hereby grants Workday a royalty-free, worldwide, transferable, sub-licensable,
irrevocable, perpetual license to use or incorporate into its services any Customer Input. Workday will have no
obligation to make Customer Input an Improvement. Customer will have no obligation to provide Customer Input.
3.1
Restrictions. Customer will not (a) modify, copy, or create derivative works based on the Service or
Documentation; (b) 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; (c) 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; (d) access the Service or Documentation in order to build
any commercially available product or service; or (e) copy any features, functions, integrations, interfaces or
graphics of the Service or Documentation. Notwithstanding item (e), Customer may make a reasonable number of
copies of the Documentation for internal business purposes only.
4.
Confidentiality. Each party (the “Recipient”) will use the same degree of care that it uses to protect its
own confidential information of like kind (but in no event using less than a reasonable standard of care) not to
disclose or use any Confidential Information of the other party (the “Discloser”) except as reasonably necessary to
perform the Recipient’s obligations or to exercise the Recipient’s rights under this Agreement or with the Discloser's
prior written permission. For purposes of clarification, this Clause 4 also applies to Confidential Information either
party or its Affiliates shares with the other party or its Affiliates related to potential future subscription services. Either
party may disclose Confidential Information on a need-to-know-basis to its (and its Affiliates’), employees, advisors,
contractors and service providers, including third-party submission tools or online portal providers required by the
Recipient for internal business purposes (“Representatives”), who are bound by confidentiality obligations at least
as restrictive as those in this clause. The Recipient will be responsible for any acts or omission of its Representatives
with respect to protection of the Discloser’s Confidential Information. The parties agree that (a) the Recipient’s or
its Representatives’ online portal terms conflicting with the terms of this Clause 4 will not be binding on the Discloser
submitting its Confidential Information to the Recipient through the Recipient’s or its Representatives’ online portal,
(b) this Clause 4 applies to all such Confidential Information disclosed to the Recipient through such online portals;
and (c) the Recipient’s or its Representatives’ online portal terms conflicting with the terms of this Clause 4 are
superseded by this Agreement with respect to confidentiality obligations. To the extent required by Law, the
Recipient’s disclosure of the Discloser’s Confidential Information will not be considered a breach of this Agreement
if the Recipient promptly provides the Discloser with prior notice of such disclosure (to the extent legally permitted)
and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure. The Discloser
may seek injunctive relief to enjoin any breach or threatened breach of this clause, it being acknowledged by the
parties that other remedies may be inadequate.
5.
Protection and Security of Customer Content and Privacy.
5.1
Security Program and Audit Reports. Workday maintains a security program that conforms to the
Workday Security Exhibit and Audit Reports (as set forth in the applicable Product Terms). Through Workday’s
customer self-service systems or upon Customer’s written request, Workday will make available to Customer
Workday’s then-current Audit Reports for the applicable Service application to enable Customer to verify Workday’s
compliance with its obligations under this Agreement. Audit Reports constitute Workday’s Confidential Information
and are subject to the confidentiality terms in this Agreement or separate confidentiality agreement terms (as
applicable).
5.2
Privacy. Personal Data will only be processed in accordance with the Data Processing Exhibit.
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5.3
Unauthorized Disclosure. If either party becomes aware of a Security Breach, that party must promptly
notify the other party, unless legally prohibited from doing so, within 48 hours or any shorter period required by Law
except 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. As
soon as reasonably practicable after any Security Breach, Workday will conduct a root cause analysis and, upon
request, will share the results of its analysis and its remediation plan with Customer. Unless prohibited by Law, each
party will 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.
6.
Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection
with its performance of this Agreement, will comply with all Laws. Workday warrants that during the applicable
subscription Order Term: (a) the overall Service (1) will not be materially decreased; and (2) will perform materially
in accordance with the feature descriptions in the Documentation; and (b) to the best of Workday’s knowledge, the
Service does not contain, and Workday will not knowingly introduce, any Malicious Code (collectively, the “Service
Warranty”). Customer will use commercially reasonable efforts to notify Workday in writing no later than 30 days
after identifying a deficiency, but Customer’s failure to notify Workday within that period will not affect Customer’s
right to receive warranty remedies unless Workday is impaired in its ability to correct the deficiency due to
Customer’s failure to notify. Notice of breaches of the warranty under item (2) must be made through Workday’s
then-current error reporting system; notices of breaches of any other warranty must be made in writing to Workday
in accordance with the notice provisions of this MSA. Customer’s exclusive remedy and Workday’s sole liability for
breach of the Service Warranty are those described in Clause 9.1 for the affected Service.
6.1
DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM
EXTENT PERMITTED BY 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.
WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. THE
LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES
PROVIDED TO CUSTOMER. CUSTOMER AGREES THAT IT IS NOT RELYING ON DELIVERY OF FUTURE
SERVICE FEATURES OR PRODUCT ROADMAPS IN OBTAINING SUBSCRIPTIONS TO ANY SERVICE.
7.
Indemnification.
7.1
Workday Indemnity. Workday will defend Customer, at Workday’s expense, against any third-party Claim
brought against Customer alleging that the use of the Service as contemplated hereunder infringes that third party’s
Intellectual Property Rights and will indemnify and hold Customer harmless against any Losses arising from such
third-party Claim. Workday will have no liability for Claims or Losses to the extent they arise from: (a) modification
of the Service by anyone other than Workday; (b) Customer’s use of the Service in a manner materially inconsistent
with the Documentation or in material violation of this Agreement; or (c) Customer’s use of the Service in
combination with any other product or service not provided by Workday. If Customer is enjoined from using the
Service or if Workday reasonably believes it will be enjoined, Workday may, at its sole option, obtain for Customer
the right to continue use of the Service or replace or modify the Service so that it is no longer infringing. If neither
of the foregoing options is reasonably available to Workday, then either party may terminate the applicable Service
and Workday’s sole liability, in addition to the indemnification obligations in this clause, will be to refund any prepaid
Subscription Fees for the Service that was to be provided after the effective date of termination.
7.2
Reserved.
7.3
Conditions. The indemnitor’s obligations in Clause 7.1 are conditioned on the indemnitee: (a) promptly
giving written notice of the third-party Claim to the indemnitor (although a delay of notice will not relieve the
indemnitor of its obligations under this clause except to the extent that the indemnitor is prejudiced by such delay);
(b) giving the indemnitor sole control of the defense and settlement of the third-party Claim (although indemnitor
may not settle any third-party Claim unless it unconditionally releases indemnitee of all liability); and (c) providing
to the indemnitor, at the indemnitor’s cost, all reasonable assistance. Clauses 7.1 through 7.3 state each
indemnitee’s exclusive remedies and the indemnitor’s sole obligations related to the subject matter of these clauses.
8.
Limitation of Liability.
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8.1.
LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) DAMAGES CAUSED BY GROSS
NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS
UNDER THIS AGREEMENT, (C) CUSTOMER’S PAYMENT OBLIGATIONS AND (D) WORKDAY’S REMEDIATION
OBLIGATIONS IN CLAUSE 8.3, THE FOLLOWING LIMITATION OF LIABILITY CAPS WILL APPLY: IN NO EVENT
WILL EITHER PARTY OR ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR
PAYABLE UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD FOR THE
SERVICE FROM WHICH THE CLAIM AROSE (“GENERAL CAP”), EXCEPT THAT FOR BREACH OF EITHER
PARTY’S CONFIDENTIALITY, SECURITY, OR PRIVACY OBLIGATIONS, THE BREACHING PARTY’S TOTAL
AGGREGATE LIABILITY WILL BE INCREASED TO FEES PAID OR PAYABLE UNDER THIS AGREEMENT
DURING THE IMMEDIATELY PRECEDING 24-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM
AROSE (“ENHANCED CAP”).
8.2
EXCLUSION OF DAMAGES. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS
UNDER THIS AGREEMENT AND THE DIRECT DAMAGES IDENTIFIED IN CLAUSE 8.4, IN NO EVENT WILL
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 THIS CLAUSE WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. CUSTOMER’S
PAYMENT OBLIGATIONS WILL NOT BE CONSIDERED WORKDAY’S LOST PROFITS.
8.3
Workday Remediation Obligations. If unauthorized disclosure of or access to Personal Data is caused
by Workday’s breach of its security, privacy, or data protection obligations under this Agreement, Workday will 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 Law) and to
individuals whose Personal Data have been disclosed or accessed (“Affected Individuals”); (c) providing a credit
monitoring service to Affected Individuals who elect to receive it for a period of one year after the date on which
such individuals were notified of the unauthorized disclosure or access, and (d) operating a call center to respond
to questions from Affected Individuals for a period of one year after the date on which such individuals were notified
of the unauthorized disclosure or access. Notwithstanding the foregoing, or anything in this Agreement to the
contrary, Workday will have no responsibility to pay costs of remediation to the extent they are due to gross
negligence, willful misconduct or fraud by Customer, its Affiliates or their employees, agents or contractors or
Authorized Parties.
8.4.
Direct Damages. Subject to Clause 8.1, and notwithstanding Clause 8.2, if either party breaches its
obligations under this Agreement, the following will be considered direct damages: (a) amounts paid to affected
third parties as damages or settlements in response to Claims that flow directly from the breach; (b) amounts paid
for fines and penalties imposed by any governmental authority arising from the breach; and (c) reasonable legal
fees and costs to defend against third-party Claims arising from the breach.
9.
Term. The term of this Agreement commences on and continues from the Effective Date (as defined in the
Signature Document) until all Order Forms have expired or otherwise been terminated, unless extended pursuant
to the written agreement of the parties (“Term”). Subscriptions to the Service commence on the Order Term start
date as set forth in the applicable Order Form.
9.1
Termination. Either party may terminate this Agreement: (a) upon 30 days’ prior written notice to the other
party for a material breach by the other party if such breach remains uncured at the expiration of such notice period;
or (b) to the extent permitted by Law, immediately in the event the other party becomes the subject of a petition in
bankruptcy or any other proceeding or process relating to insolvency, receivership, liquidation, administration or
assignment for the benefit of creditors. For clarity, (1) Customer will have the right to terminate the affected Service
for a breach of Service Warranty pursuant to Clause 9.1(a) above; and (2) a breach or termination of any PSA or
SOW will not be considered a material breach or a cause of termination of this Agreement. If this Agreement is
terminated, all Order Forms are simultaneously terminated and Customer will, as of the date of any termination,
immediately cease accessing and otherwise utilizing the Service (except as permitted under Clauses 9.2 and 9.3)
and Workday Confidential Information. Upon termination by Customer pursuant to this Clause, Workday will refund
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Customer any prepaid Subscription Fees for the affected Service that was to be provided after the effective date of
termination. Termination for any reason will not relieve Customer of the obligation to pay any Subscription Fees
accrued or due and payable to Workday prior to the effective date of termination and termination for any reason
other than for uncured material breach by Workday or as otherwise stated in this Agreement will not relieve
Customer of the obligation to pay all future amounts due under all Order Forms.
9.2
Retrieval of Customer Content. Upon Customer’s written request made on or prior to expiration or
termination of this Agreement (including any Transition Period), Workday will give Customer limited access to the
Service for a period of up to 60 days, at no additional cost, solely for purposes of retrieving Customer Content
(“Retrieval Period”). After such Retrieval Period (or if no Retrieval Period, after termination or expiration of this
Agreement or applicable Order Form) and subject to Workday’s legal obligations, Workday has no obligation to
maintain or provide any Customer Content and will, unless legally prohibited, delete Customer Content by deleting
Customer’s applicable Instance; provided, however, that Workday will not be required to remove copies of the
Customer Content 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 Content in accordance with
this Agreement. Customer Content will be made available for retrieval through extraction in a machine-readable
format as described in the Documentation.
9.3
Transition Period Before Final Termination. If this Agreement is terminated and Customer submits a
written request to Workday prior to any such termination for a one-time transition period, Workday will continue to
provide the Service for up to three months after the effective date of such termination (the “Transition Period”).
Monthly fees for the Transition Period will be 1/12 of the fee for the immediately preceding 12-month period plus an
additional five percent. If Customer requests transition assistance during the Transition Period, Workday will provide
consulting cooperation and assistance regarding the Service as set forth in a statement of work, governed by a
professional services agreement, at Workday’s then-current rates for consulting services unless a different rate is
mutually agreed upon by the parties. Notwithstanding the foregoing, if Workday is enjoined from performing, or
termination of this Agreement was due to Customer’s breach, Workday has no obligation to perform under this
clause unless it receives (a) payment of all fees not subject to reasonable and good faith dispute, (b) prepayment
of fees for further services, and (c) certification of ongoing compliance with the terms of this Agreement during the
Transition Period.
9.4
Surviving Provisions. Clauses 1.1, 3, 4, 5 (for so long as Workday retains Customer Content), 6.1, 7, 8,
9.2, 9.3, 9.4, 10 (except 10.2 and 10.10), and 11 will 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, 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 at the time of
policy inception. Upon Customer’s written request, Workday will provide a certificate of insurance evidencing the
following coverages: (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 will include a waiver
of subrogation against Customer, except for those monopolistic states that do not allow it; (b) 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 will include Customer under a blanket additional insured endorsement with respect to the provision of
services provided under this Agreement; (c) 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; and (d) Excess Liability/Umbrella coverage with a limit of no less
than $9,000,000 per occurrence. Limits for Employers Liability and Commercial General Liability may be achieved
through a combination of primary and excess liability/umbrella policies to reach the level of coverage shown above.
Should any of the above-described policies be canceled before the expiration date thereof, notice will be delivered
to Workday in accordance with policy provisions.
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10.3
Notices. Unless expressly stated otherwise, all notices under this Agreement must be in writing and will be
deemed to have been given upon: (a) personal delivery; and (b) the third business day after first class mailing.
Notices to Workday must be sent to the address shown in the Signature Document addressed to the attention of its
Legal Department with a copy sent by email to legal@workday.com. Notices to Customer must be sent to the
address shown in the Signature Document addressed to Customer’s signatory of this Agreement. Each party may
modify its recipient of notices by providing notice pursuant to this Agreement.
10.4
Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this
Agreement will constitute a waiver of that right or any other right. Other than as expressly stated, the remedies
provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.5
Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement
caused by unforeseeable events beyond that party’s control and where the failure or delay is through no fault of the
affected party and could not have been reasonably avoided (“Force Majeure”) provided, however, that as it pertains
to Workday, Workday shall have complied with its disaster recovery and business continuity plans and acted
diligently under the circumstances. Dates by which performance obligations are scheduled to be met will be
extended for a period equal to the time lost due to any delay so caused, provided that notice of the Force Majeure
event is given in writing as soon as practicable and in any event no later than 15 days after the Force Majeure event
begins. Such notice must identify the nature of the Force Majeure event, its expected duration and the probable
impact on the performance of the affected party’s obligations.
10.6
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 must not be unreasonably
withheld or delayed). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including
all Order Forms) upon written notice without consent of the other party in connection with a merger, acquisition,
corporate reorganization, or sale of all or substantially all of its assets so long as the assignee: (a) is an entity
registered in a territory in which Workday is approved to provide the Service; and (b) agrees to be bound in writing
by all of the terms of this Agreement and all past due Subscription Fees are paid in full. Any attempt by a party to
assign its rights or obligations under this Agreement other than as permitted by this clause will be void. Subject to
the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and
permitted assigns.
10.7
Governing Law; Waiver of Jury Trial. This Agreement, and all Claims relating to or arising from this
Agreement, are governed exclusively by 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.
10.8
Export. Each party will comply with the applicable 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 will not make the Service available to any person or entity that: (a) is located in a country that is subject
to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is
engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.
10.9
Anti-Corruption. Each party will comply with all applicable anti-corruption Laws, in relation to this
Agreement. Each party agrees that it will not offer to pay or give anything of value to anyone, including foreign
governmental officials or related persons or entities on either party’s behalf to corruptly: (a) influence any official act
or decision; (b) secure any improper advantage; (c) obtain or retain business, or direct business to any person or
entity; or (d) for the purpose of inducing or rewarding any favorable action in any matter related to the subject of
this Agreement or the business of either party. Each party further agrees to keep accurate books and records in
relation to this Agreement. Each party further agrees to cooperate with the other party in any anti-corruption due
diligence process and/or investigation in relation to this Agreement.
10.10
Federal Government End Use Provisions (if applicable). Workday provides the 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
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forth herein. For avoidance of doubt, Workday does not currently provide the Service for use in furtherance of a
federal prime or subcontract.
10.11
Reserved.
10.12
Workday SLA Service Credits. If, in any rolling six-month period, Workday fails to meet the monthly
commitments for Service Availability or Service Response (as applicable) described in the applicable Product Terms
SLA (a “Failure”), Customer must request the following remedies no later than 60 days after the applicable Failure
occurs: (a) a meeting to discuss possible corrective actions for the first Failure; (b) a 10% Service Credit for a
second Failure; (c) a 20% Service Credit for a third Failure; and (d) a 30% Service Credit for a fourth Failure. In this
Agreement, “Service Credit'' means a credit equal to the stated percentage of the applicable monthly Subscription
Fee for the affected Service. When Workday has confirmed the Failure, Workday will deduct the highest applicable
Service Credit from the next invoice for Subscription Fees or, if there is no subsequent invoice, will refund the
Service Credit to Customer. The remedies in this clause are Customer’s exclusive remedies for any Failure.
10.13
Miscellaneous. This Agreement 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 will take precedence over provisions
of this MSA and over any other exhibit or attachment. Customer acknowledges that it has had the opportunity to
review all exhibits and attachments hereto. This Agreement supersedes all prior and contemporaneous
agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without
reliance on any promise or representation other than those expressly contained in this Agreement. Except as
otherwise stated in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will
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 will 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 will remain in effect.
Notwithstanding anything to the contrary in this Agreement, no terms or conditions in a Customer purchase order
or in any other Customer order documentation will be incorporated into or form any part of this Agreement, and all
such terms or conditions will be null and void. Purchase orders are for administrative convenience only and Workday
may issue an invoice and collect payment without a corresponding purchase order. Customer’s failure or delay to
issue a purchase order will not extend the payment due date. If a purchase order is required, it must be sent by
email to accounts.receivable@workday.com 10 business days prior to the date the invoice is issued in order to be
included on the related invoice. This Agreement may be executed in counterparts and/or by electronic signatures.
11.
Definitions.
The following definitions will apply to this Agreement.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with
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.
“Agreement” means this Main Subscription Agreement, including the SLA, Security Exhibit, Data Processing
Exhibit, Business Associate Exhibit (if applicable), Public Sector Addendum, and any other exhibits, addenda, or
attachments hereto, and any fully executed Order Form.
“Audit Reports” means the (a) most recently issued security audit reports and (b) other security relevant
assessment reports and certifications for the applicable Service (as identified in the Product Terms) that are
prepared by Workday’s independent third-party audit or obtained by Workday from other independent third parties,
which may be updated by Workday from time to time, with no update materially decreasing the protections provided
by the controls set forth in the applicable Audit Report during the Term.
“AUP” means the acceptable use policy for the applicable Service located at https://www.workday.com/en-
us/legal/universal-contract-terms-and-conditions/index.html.
“Authorized Parties” means Customer’s or its Affiliates’ workers and third-party providers who are authorized by
Customer (a) in writing, (b) through the Service’s security designation, or (c) by system integration or other data
exchange process to access Customer’s Instance or receive Customer Content.
“Claim” means a claim, demand, lawsuit or other legal proceeding brought against a party to this Agreement.
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“Confidential Information” means (a) any software utilized by Workday in the provision of the Service and its
respective source code; (b) Customer Content; (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 and
other significant and valuable business information that would otherwise be considered to be trade secrets under
Law, that is designated by the Discloser as “confidential” or “proprietary” or the Recipient knows or should
reasonably know is confidential or proprietary; and (d) the negotiated terms, conditions and pricing of this
Agreement (but not its existence or parties). Confidential Information does not include any information that, without
the Recipient’s breach of an obligation owed to the Discloser: (1) is or becomes generally known to the public; (2)
was known to the Recipient prior to disclosure by the Discloser; (3) was independently developed by the Recipient;
or (4) is received by the Recipient from a third party. Customer Content will not be subject to the exclusions set
forth in this definition.
“Customer Content” means electronic data or information submitted to the Service by Customer, its Affiliates or
Authorized Parties.
“Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by
Customer, its Affiliates and/or Authorized Parties relating to the operation or functionality of the Service.
“Data Processing Exhibit” or “DPE” means the Universal Data Processing Exhibit located at
https://www.workday.com/en-us/legal/universal-contract-terms-and-conditions/index.html, which may be updated
by Workday from time to time to comply with applicable Data Protection Laws applicable to Workday as a data
Processor. No update will materially decrease Workday’s data Processor obligations under the DPE.
“Documentation” means the then-current version of the Workday electronic Administrator Guide for the applicable
Service application, which may be updated by Workday from time to time.
“Enhanced Features” will have the same meaning as set forth in the applicable Product Terms.
“Improvements” means all improvements (including verification of such improvements), updates, enhancements
(including Enhanced Features), error corrections, bug fixes, prevention of or addressing service or technical
problems, 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.
“Instance” means a unique instance of the Service, with a separate set of Customer Content held by Workday in a
logically separated database (i.e., a database segregated through password-controlled access).
“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.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to the respective
party.
“Loss” means reasonable attorneys’ fees and any damages or costs finally awarded or entered into in settlement
of a Claim.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents
or programs.
“Non-Workday Content” means a third-party product, web-based, offline, mobile, or other software application
functionality or other content that is provided by Customer or a third party and interoperates with a Workday Service
application.
“Order Form” means the fully executed ordering document (including Product Terms) under which Customer
subscribes to Service application(s) or other services. Order Forms do not include the terms of any preprinted terms
on a Customer purchase order or other terms on a purchase order that are additional to or inconsistent with the
terms of this Agreement.
“Personal Data” has the definition set forth in the DPE.
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“Product Terms” means the product terms for a specific Service application as identified via URL in or attached to
the subscription Order Form, which may be updated by Workday from time to time; provided that no update will
materially decrease the applicable security and privacy commitments and any such changes will not become
effective until 30 days after publication of the updated Product Terms.
“Production” means Customer’s use of or Workday’s written verification of the availability of the Service (a) to
administer its users (as identified in the applicable subscription Order Form); (b) to generate data for Customer’s
books/records; or (c) in any decision support capacity. Production does not include any non-production sandbox,
preview, or implementation Instance.
“PSA” means the optional, separate, and independent professional services agreement between Customer and
Workday related to Workday’s provision of implementation and other consulting services to Customer, subject to a
statement of work (“SOW”).
“Security Breach” means (a) any actual or reasonably suspected unauthorized use of, loss of, access to or
disclosure of, Customer Content; provided that an incidental disclosure of Customer Content to an Authorized Party
or Workday, or incidental access to Customer Content 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, will
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; (b) any Personal Data Breach as defined in the DPE; and
(c) any security breach (or substantially similar term) as defined by Law affecting Customer Content.
“Security Exhibit” means the Universal Security Exhibit located at https://www.workday.com/en-us/legal/universal-
contract-terms-and-conditions/index.html, which may be updated by Workday from time to time, with no update
materially decreasing the protections provided by the controls set forth in the Security Exhibit during the Term.
“Service” means the applicable Workday software-as-a-service application and Improvements (as described in the
Documentation and Product Terms) as subscribed to under an Order Form. For purposes of clarification, Service
excludes professional services, support services, training services, and Non-Workday Content.
“Signature Document” means the document signed by the parties which lists all the terms and conditions forming
part of this Agreement to which the parties agree to be bound.
“SLA” means the Production support and service level availability policy for the Service application(s) identified in
the applicable Product Terms, which may be updated by Workday from time to time, with no update materially
decreasing Workday’s responsibilities under the SLA during the applicable Order Term.
“Subscription Fees” means all amounts invoiced and payable by Customer for the applicable Service under an
Order Form.
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