OTHERWISE 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