NOTICE OF TERMINATION OF LICENSE AGREEMENT AND ACKNOWLEDGEMENT OF RECEIPT

Exhibit 10.31

NOTICE OF TERMINATION OF LICENSE AGREEMENT
AND
ACKNOWLEDGEMENT OF RECEIPT

This notice of Termination of License Agreement and Acknowledgement of Receipt is made as of the 9 ^th day of March 2006 by Ceridian Corporation, a Delaware corporation, having its principal place of business at 3311 E. Old Shakopee Road, Minneapolis, Minnesota (Ceridian”) and The Ultimate Software Group, Inc., a Delaware corporation, having its principal place of business at 2000 Ultimate Way, Weston, Florida 33326 (“Ultimate”). Each of Ceridian and Ultimate may be referred to as a Party, and collectively as the Parties.

WHEREAS the Parties entered into a License Agreement effective as of March 9, 2001, which has subsequently been amended (“License Agreement”); and

WHEREAS Ceridian desires to give Notice of Termination of the License Agreement, effective as of March 9, 2008, which is the seventh anniversa