CONTINUITY PLAN
(A)
THE CONTRACTOR MUST COMPLY WITH ANY OBLIGATIONS SET OUT IN
THE BUSINESS CONTINUITY PLAN, WHICH PLAN MUST BE CONSISTENT WITH ANY BUSINESS
CONTINUITY PLAN OF THE PRINCIPAL AND REASONABLY ACCEPTABLE TO THE PRINCIPAL.
(B)
THE CONTRACTOR MUST PREPARE AND SUBMIT TO THE PRINCIPAL FOR
ITS APPROVAL AN UPDATED BUSINESS CONTINUITY PLAN AT THE SAME TIME THAT IT
PROVIDES THE PRINCIPAL WITH ITS DETAILED FINANCIAL FORECASTS UNDER
CLAUSE 47.2(B)(I)B AND AT ANY TIME IF REQUESTED TO DO SO BY THE PRINCIPAL.
THE
PRINCIPAL MAY WITHIN 10 BUSINESS DAYS OF RECEIPT OF AN UPDATED BUSINESS
CONTINUITY PLAN, ADVISE THE CONTRACTOR WHETHER OR NOT IT CONSIDERS SUCH PLAN TO
BE IN ACCORDANCE WITH THIS AGREEMENT, INCLUDING THE REQUIREMENTS
145
DOCUMENT AND THE SOLUTION DOCUMENTATION, OR REJECT IT AND PROVIDE ITS COMMENTS
(IF ANY).
IF A BUSINESS CONTINUITY PLAN IS REJECTED, THE CONTRACTOR MUST
PROMPTLY, AND IN ANY EVENT WITHIN 5 BUSINESS DAYS, SUBMIT TO THE PRINCIPAL A
REDRAFT OF THE PLAN.
THE CONTRACTOR MUST TAKE INTO ACCOUNT ANY COMMENTS OF THE
PRINCIPAL IN FINALISING THE BUSINESS CONTINUITY PLAN.
(C)
THE CONTRACTOR MUST SET UP AND HAVE RENDERED OPERATIONAL A
FACILITY LOCATED IN A GEOGRAPHICALLY DIVERSE AREA THAT IS CAPABLE OF REPLICATING
THAT PART OF THE SOLUTION THAT IS USED FOR THE PROCESSING OF AGGREGATED DATA.
THE BUSINESS CONTINUITY PLAN MUST INCLUDE A COMPLETE AND PERIODIC TEST PROGRAM
FOR THE ALTERNATE FACILITY.
(D)
ANY AGREEMENT WITH A THIRD PARTY FOR DISASTER RECOVERY OR
BACKUP SERVICES WILL BE SUBJECT TO APPROVAL BY THE PRINCIPAL, AND MUST REQUIRE
THE THIRD PARTY SERVICE PROVIDER TO TAKE REASONABLE STEPS TO MAINTAIN THE
CONFIDENTIALITY OF ALL SOFTWARE AND DATA.
(E)
THE CONTRACTOR MUST USE ITS BEST ENDEAVOURS TO ASSIST THE
PRINCIPAL IF THE PRINCIPAL NEEDS TO IMPLEMENT ITS OWN BUSINESS CONTINUITY PLAN.
39.
CONTRACTOR'S REPRESENTATIONS
39.1
CONTRACTOR'S REPRESENTATIONS
The Contractor makes the following continuing representations and warranties for
the benefit of the Principal:
(A)
IT IS DULY INCORPORATED AND IS VALIDLY EXISTING UNDER THE
LAWS OF ITS JURISDICTION OF INCORPORATION AND IT HAS THE REQUISITE POWER TO OWN
ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED OR
PROPOSED TO BE CONDUCTED;
(B)
IT HAS PRODUCED ITS CONSTITUTION AND ANY RELEVANT
SHAREHOLDER AGREEMENTS TO THE PRINCIPAL AT THE DATE OF THIS AGREEMENT, SIGNED BY
ITS SOLICITORS FOR THE PURPOSES OF IDENTIFYING THAT IT IS THE CONTRACTOR'S
CONSTITUTION INCLUDING ALL RESOLUTIONS AFFECTING IT;
(C)
IT HAS IN FULL FORCE AND EFFECT ALL AUTHORISATIONS NECESSARY
TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THE PROJECT DOCUMENTS.
IT HAS
COMPLIED WITH EACH OF THEM AND PAID ALL APPLICABLE FEES IN RESPECT OF THEM;
(D)
IT HAS POWER TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER
THE PROJECT DOCUMENTS, TO CARRY OUT THE TRANSACTIONS WHICH THOSE DOCUMENTS
CONTEMPLATE WILL BE CARRIED OUT BY THE CONTRACTOR AND TO CARRY ON ITS BUSINESS,
AND THE ENTRY INTO OF EACH SUCH DOCUMENT IS A PROPER EXERCISE OF POWER;
(E)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE PROJECT
DOCUMENTS