AND EXECUTION RELATED TO PROVIDER SERVICE LOCATIONS (AND
LOCATIONS OF ITS SUBCONTRACTORS).
PROVIDER SHALL PROVIDE THE SERVICES DESCRIBED
IN SUBPARAGRAPHS (I) AND (IV) BELOW AS PART OF THE CHARGES.
FOR ALL SERVICES
DESCRIBED IN THIS PARAGRAPH (A), PROVIDER SHALL CONTINUE TO PROVIDE AT LEAST THE
SAME LEVEL OF DISASTER RECOVERY AND BUSINESS CONTINUITY CAPABILITY AS IT RELATES
TO THE SERVICES IN PLACE AS OF THE EFFECTIVE DATE, INCLUDING:
(I)
MAINTAINING THE DISASTER RECOVERY AND
BUSINESS CONTINUITY PLAN (AS DEFINED IN PARAGRAPH (B) BELOW);
(II)
IMPLEMENTING PROVIDER'S DISASTER RECOVERY
PLANS IN THE EVENT OF A DISASTER AFFECTING PROVIDER SERVICE LOCATIONS WITHIN THE
SPECIFIED TIMEFRAMES;
(III)
CARRYING OUT DISASTER RECOVERY, BUSINESS
CONTINUITY OR REDUNDANCY PROCEDURES RELATED TO THE SERVICES IN ACCORDANCE WITH
SUCH DISASTER RECOVERY AND BUSINESS CONTINUITY PLAN; AND
(IV)
DESIGNING AND IMPLEMENTING A BUSINESS
CONTINUITY PLAN SPECIFIC TO PROVIDER'S PROCESSES AND SERVICE LOCATIONS TO
MINIMIZE DISRUPTION TO IDEARC'S BUSINESS PROCESSES IN THE EVENT OF ANY
DISRUPTION TO THE SERVICES.
(B)
DISASTER RECOVERY AND BUSINESS CONTINUITY
PLAN.
IN ACCORDANCE WITH THE TRANSITION PLAN, PROVIDER SHALL PREPARE AND SUBMIT
FOR IDEARC APPROVAL A DRAFT DISASTER RECOVERY AND BUSINESS CONTINUITY PLAN
COVERING THE SERVICES UNDER EACH TRANSACTION DOCUMENT (THE "DISASTER RECOVERY
AND BUSINESS CONTINUITY PLAN").
SCHEDULE 4.8 SETS FORTH THE GENERAL PRINCIPLES
AND SPECIFIC INFORMATION TO BE
11
INCLUDED IN THE DISASTER RECOVERY AND BUSINESS CONTINUITY PLAN.
PROVIDER SHALL
INCLUDE MODIFICATIONS AND AMENDMENTS REQUESTED BY IDEARC, AND PROVIDER SHALL
IMPLEMENT SUCH PLAN FOLLOWING FINAL APPROVAL BY IDEARC.
ADDITIONALLY, AT LEAST
ANNUALLY DURING THE TERM AND AS PART OF THE CHARGES, PROVIDER SHALL REVIEW AND
DEVELOP UPDATES AND MODIFICATIONS WHICH WILL BE SUBMITTED TO IDEARC FOR
APPROVAL.
IF IDEARC APPROVES SUCH UPDATES AND MODIFICATIONS, PROVIDER SHALL, AS
PART OF THE CHARGES, IMPLEMENT THE NEW UPDATED PLAN(S).
(C)
PRIORITY. IF A DISASTER OR MAJOR SITE
IMPACT OCCURS INVOLVING THE NEED TO RECOVER OPERATIONS AT THE AFFECTED SITE OR
TO OPERATE FROM A FALLBACK SITE AND, AS A RESULT, IT IS NECESSARY FOR PROVIDER
OR ITS AFFILIATES OR SUBCONTRACTORS PROVIDING THE SERVICES (COLLECTIVELY, THE
"PROVIDER GROUP") TO ALLOCATE LIMITED RESOURCES BETWEEN OR AMONG SEVERAL
ORGANIZATIONS, PROVIDER SHALL NOT (AND SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO CAUSE OTHER MEMBERS OF PROVIDER GROUP TO NOT) TREAT IDEARC, IN ANY RESPECT,
LESS FAVORABLY THAN ANY SIMILARLY SITUATED PROVIDER CUSTOMER.
4.9.
SAVINGS CLAUSE.
(A)
DUE TO THE IMPACT THAT ANY TERMINATION OR
SUSPENSION OF SERVICES WOULD HAVE ON THE BUSINESS AND OPERATIONS OF IDEARC AND
MEMBERS OF THE IDEARC GROUP, PROVIDER ACKNOWLEDGES THAT IDEARC HAS INFORMED IT
THAT IDEARC WOULD NOT HAVE BEEN WILLING TO ENTER INTO THE AGREEMENT WITHOUT
ASSURANCE THAT (I) THE AGREEMENT MAY NOT BE TERMINATED BY PROVIDER (OTHER THAN
AS CONTEMPLATED IN SECTION 18.2) AND (II) PROVIDER WOULD NOT SUSPEND SERVICES.
CONSEQUENTLY, IDEARC'S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS SET FORTH IN
THE AGREEMENT SHALL NOT BE DEEMED TO BE GROUNDS FOR TERMINATION OF THE AGREEMENT
BY PROVIDER (OTHER THAN AS CONTEMPLATED IN SECTION 18.2) OR FOR SUSPENSION OF
SERVICES BY PROVIDER.
(B)
PROVIDER'S