AGREED TO BY THE PARTIES.
(B)
PROVIDER AGREES TO PROVIDE THE
SERVICES UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AS MORE
SPECIFICALLY DESCRIBED IN THE PSAS.
1.2
BUSINESS CONTINUITY AND DISASTER
RECOVERY SERVICES.
PROVIDER SHALL PROVIDE THE SERVICES SET FORTH IN THE
BUSINESS CONTINUITY AND DISASTER RECOVERY PLANS REFERRED TO IN EXHIBIT D
(COLLECTIVELY, THE "BCP/DRP PLANS").
THE BCP/DRP PLANS SHALL ADDRESS ALL
OPERATIONS IDENTIFIED BY CUSTOMER AS "MISSION CRITICAL;" SHALL MEET THE
SUBSTANTIVE REQUIREMENTS SPECIFIED BY CUSTOMER AND SHALL BE AGREED UPON BY
CUSTOMER AND PROVIDER.
FURTHER, AT NO ADDITIONAL CHARGE TO CUSTOMER OTHER THAN
AS PROVIDED IN SECTION 2 AND THE PRICING TEMPLATE SET FORTH IN EXHIBIT F,
PROVIDER WILL (A) ACTIVELY REVIEW AND UPDATE THE BCP/DRP PLANS, (B) TEST THE
BCP/DRP PLANS AT LEAST ANNUALLY, (C) PERMIT CUSTOMER THE OPPORTUNITY TO
PARTICIPATE IN SUCH TESTING, (D) GIVE CUSTOMER ACCESS TO THE RESULTS AND
ANALYSIS OF SUCH TESTING, AND (E) CORRECT DEFICIENCIES IN THE BCP/DRP PLANS
REVEALED BY SUCH TESTING.
FAILURE TO PROVIDE THE SERVICES DESCRIBED IN SUCH
BCP/DRP PLANS WILL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT, SUBJECT TO
CURE AS SET FORTH IN SECTION 8.1(F).
1.3
PROVIDER RESPONSIBILITIES.
EXCEPT AS
OTHERWISE NOTED IN THIS AGREEMENT, PROVIDER SHALL PROVIDE, AT ITS EXPENSE, ALL
MATERIALS, LABOR, EQUIPMENT, FACILITIES AND OTHER ITEMS NECESSARY TO DELIVER THE
SERVICES.
SUBJECT TO SECTION 6.3 HEREIN, ALL EMPLOYEES PERFORMING THE SERVICES
SHALL BE SKILLED IN THEIR TRADES AND LICENSED, IF REQUIRED, BY ALL PROPER
AUTHORITIES.
1.4
SERVICE LOCATIONS; SECURITY.
EXCEPT AS
PROVIDED IN THE BCP/DRP PLANS, WITHOUT THE PRIOR WRITTEN CONSENT OF CUSTOMER,
PROVIDER SHALL NOT CHANGE OR MOVE THE ORIGINAL LOCATION FOR THE PERFORMANCE BY
PROVIDER OF THE SERVICES REQUIRED UNDER THIS AGREEMENT.
IN PERFORMING THE
SERVICES, OPERATING THE FACILITIES USED BY IT TO PROVIDE THE SERVICES AND
PROTECTING CUSTOMER'S DATA, INFORMATION AND OTHER PROPERTY, PROVIDER WILL COMPLY
WITH THE SECURITY PROCEDURES SET FORTH IN EXHIBIT E OF THIS AGREEMENT.
2
1.5
SUPPORT OF CUSTOMER DIVESTITURES.
IF
CUSTOMER DIVESTS ANY BUSINESS OPERATION (OTHER THAN PURSUANT TO A TRANSACTION
THAT WOULD CONSTITUTE A CHANGE OF CONTROL), PROVIDER WILL PROVIDE THE SERVICES
TO SUCH OPERATION IF SUCH OPERATION (I) USED THE SERVICES PRIOR TO BEING
DIVESTED, (II) AFTER BEING DIVESTED USES EITHER ESSENTIALLY THE SAME SERVICES AS
BEFORE BEING DIVESTED, OR CUSTOMER OR THE ACQUIRING ENTITY COMPENSATES PROVIDER
TO MODIFY ITS SYSTEMS OR PROCESSES USED TO PERFORM AND PROVIDE THE SERVICES AS
NECESSARY TO ACCOMMODATE THE USE OF THE SERVICES AS REASONABLY REQUESTED BY THE
ACQUIRING ENTITY, (III) THE ACQUIROR OF SUCH OPERATION AGREES TO BE SUBJECT TO
THE PROVISIONS OF THIS AGREEMENT AND THE PSAS, AND (IV) CUSTOMER IS NOT IN
PAYMENT DEFAULT AT THE TIME OF THE REQUEST, BUT, IN THAT CASE, PROVIDER MUST
PROVIDE THE SERVICES IF PAID IN ADVANCE.
AT CUSTOMER'S OPTION, PROVIDER AND
SUCH ACQUIROR SHALL ENTER INTO A SEPARATE AGREEMENT AND PSA(S) PROVIDING FOR THE
PROVISION OF THE SERVICES, WHICH AGREEMENTS SHALL BE ON SUBSTANTIALLY THE SAME
TERMS AND CONDITIONS AS ARE SET FORTH IN