Common use of Disaster Recovery Services Clause in Contracts

Disaster Recovery Services. Vendor shall at all times maintain disaster recovery and business continuity plans consistent with the highest industry standards and sufficient to meet its obligations under this Agreement (“Disaster Recovery Plan”) The Disaster Recovery Plan shall address and protect the Judicial Council’s critical information technology environment. Individual Statements of Work may contain more specific obligations with respect to disaster recovery and business continuity. If a Statement of Work includes specific disaster recovery or business continuity obligations, and in the event of disaster, Vendor is not able to reinstate the applicable Services within the specified recovery time objectives, then Judicial Council may, upon written notice to Vendor, terminate the applicable Statement of Work as of the termination date specified in the notice, without cost or penalty. The Judicial Council may (at any time, and from time to time, during the Term) identify and notify the Vendor in writing of other items that the Judicial Council reasonably deems appropriate for inclusion in the Disaster Recovery Plan. The Vendor shall revise the Disaster Recovery Plan as appropriate to reflect any changes to the Judicial Council’s information technology environment, or related requirements, and submit such revised Disaster Recovery Plan to the Judicial Council for review, comment, and approval. The occurrence of a Force Majeure Event shall not relieve the Vendor of its obligations to provide services pursuant to this Section and in accordance with the Disaster Recovery Plan, except in the event and to the extent that such Force Majeure Event, or another Force Majeure Event, materially and adversely affects or prevents the performance of such services. Except as provided in the immediately preceding sentence, and notwithstanding any other provisions related to the occurrence of a Force Majeure Event or anything else to the contrary in this Agreement, any breach or violation by the Vendor of its obligations regarding execution of the Disaster Recovery Program during a disaster shall be deemed an incurable and material breach of this Agreement by the Vendor. FEES

Disaster Recovery Services. Vendor Company shall at all times maintain provide disaster recovery and business continuity plans consistent with services as set forth in the highest industry standards and sufficient to meet its obligations under this Agreement Disaster Recovery Manual (“Disaster Recovery PlanServices”) The Disaster Recovery Plan shall address and protect the Judicial Council’s critical information technology environment. Individual Statements of Work may contain more specific obligations with respect to disaster recovery and business continuity. If a Statement of Work includes specific disaster recovery or business continuity obligations, and in the event of disastera Disaster to manage the recovery and full functionality of the Triad Technology Platform and all Services provided hereunder. The Disaster Recovery Services related to the maintenance of a Disaster Recovery Manual and annual testing shall be provided as Information and Maintenance Services pursuant to this Agreement and the Disaster Recovery Manual, Vendor is and no such services shall be treated as “Special Services” pursuant to Section 2.1(c) or otherwise. Company may from time to time update the Disaster Recovery Manual. Triad and Company shall mutually agree upon changes to the Disaster Recovery Manual that affect the Disaster Recovery Services provided hereunder, provided, however, that such updates shall not able to reinstate be materially less protective (individually or in the applicable Services within aggregate) of Triad than the specified recovery time objectives, then Judicial Council may, upon written notice to Vendor, terminate the applicable Statement of Work provisions set forth in Triad’s Business Continuity Plan/Disaster Recovery Manual as of the termination date specified Closing Date. Company shall provide reasonable consulting services to Triad to assist in the notice, without cost or penalty. The Judicial Council may (at any time, and from time to time, during the Term) identify and notify the Vendor in writing of other items that the Judicial Council reasonably deems appropriate for inclusion in the Disaster Recovery updating its own Business Continuity Plan. The Vendor shall revise the Disaster Recovery Plan as appropriate to reflect any changes Notwithstanding anything herein to the Judicial Councilcontrary, business continuity consulting services provided by Company related to Triad’s information technology environment, or related requirements, Business Continuity Plan shall be treated as Information and submit such revised Disaster Recovery Plan to the Judicial Council for review, comment, and approval. The occurrence of a Force Majeure Event shall not relieve the Vendor of its obligations to provide services Maintenance Services pursuant to this Agreement, and no such services shall be treated as “Special Services” pursuant to Section and 2.1(c) or otherwise except to the extent such Services require more than seventy-five (75) hours of programmer or analyst time in a calendar month. (i) A Disaster may be declared by Company only in accordance with the Disaster Recovery PlanManual and upon written notice to Triad. In the event that Triad does not agree that a Disaster has occurred, except Triad shall give prompt written notice to Company and the Parties will work promptly to resolve any Dispute in accordance with the provisions of Article XIII of this Agreement. However, if in the event reasonable judgment of Company a Disaster has occurred and to is continuing, Company may proceed as if a Disaster had occurred while the extent that such Force Majeure Event, or another Force Majeure Event, materially and adversely affects or prevents the performance of such services. Except as provided in the immediately preceding sentenceDispute resolution under Article XIII is pending, and notwithstanding the Parties shall subsequently resolve through Dispute resolution whether in fact a Disaster occurred and, if not, whether Company is responsible for any Failures or other provisions related to violation of Service Level Standards during the occurrence period of a Force Majeure Event or anything else to the contrary alleged Disaster. A Disaster may only be declared resolved by Company in this Agreement, any breach or violation by the Vendor of its obligations regarding execution of accordance with the Disaster Recovery Program during Manual. Any Dispute over whether a Disaster condition is actually resolved will be resolved when Triad’s systems are materially restored and operational, in accordance with this paragraph; provided, that, in any event, Company shall declare a Disaster condition resolved as soon as possible and will provide periodic updates to Triad on Company’s efforts to resolve a Disaster. (ii) Company will provide Disaster Recovery Services to Triad only with respect to Triad’s location in Winston-Salem, North Carolina. The declaration of a Disaster impacting Triad’s or Company’s Winston-Salem, North Carolina location will have the immediate effect of suspending all Services provided by Company to Triad and the standards set forth in the Disaster Recovery Manual will immediately take effect and shall remain in effect until the Disaster condition is declared by Company to have been resolved consistent with the terms hereof and as may be appropriate, in Company’s commercially reasonable judgment, in light of the nature of the Disaster. In addition, the proper declaration of a Disaster only at Company’s Radnor, Pennsylvania location may result in the immediate, short-term suspension of the Service Level Standards (but only with respect to Services affected by such Disaster in light of Company Personnel and resources required to be deployed to address such Radnor, Pennsylvania disaster base) for a reasonable amount of time to be mutually agreed upon by the Parties. (iii) In the event of a Disaster, Company shall: (A) arrange for Company’s offsite tapes (which shall include tapes backing up Triad’s business operations) to be sent to Company’s designated offsite disaster recovery location, and (B) recover the infrastructure environment as set forth in the Disaster Recovery Manual. (iv) The apportionment of costs incurred in recovering from a Disaster between the Parties for the Disaster Recovery Services to Triad will be determined as follows: (A) if the disaster that occurred and the provision of Disaster Recovery Services by Company had a substantially equivalent impact on each Party’s business and operations, the costs of providing the Disaster Recovery Services will be shared equally between Company and Triad, or (B) if the disaster that occurred and the provision of Disaster Recovery Services did not have a substantially equivalent impact on the Parties’ respective business and operations (such as a situation in which a core application used by both Parties was only required to be restored for one Party’s business and operations), the Disaster Recovery Services costs will be allocated to each Party in good faith based on each Party’s respective consumption of Disaster Recovery Services and resources, based on man hours expended or other reasonable requirements. However, in no event will the declaration of a Disaster relieve Triad of its obligation to pay the full amount of fees otherwise due and owing to Company under Article V hereof for all Services provided by Company up to the time that a disaster is declared. In the event a Disaster is caused by a Party, that Party shall be deemed an incurable and material breach of this Agreement by pay the Vendor. FEESreasonable costs for any Disaster Recovery Services.

Disaster Recovery Services. Vendor Upon the occurrence of a Force Majeure Event that constitutes a disaster under the applicable disaster recovery/business continuity plan, Supplier shall at all times maintain promptly implement, as appropriate, such disaster recovery/business continuity plan and provide disaster recovery and business continuity plans consistent with services as described in such plan. Supplier shall provide the highest industry standards and sufficient to meet its obligations under this Agreement (“Disaster Recovery Plan”) The Disaster Recovery Plan shall address and protect the Judicial Council’s critical information technology environment. Individual Statements of Work may contain more specific obligations with respect to disaster recovery and business continuity. If a Statement of Work includes specific disaster continuity services, including in circumstances where an event, issue or change impacts the plan to restore the impacted Services, such that Supplier meets the recovery or business continuity obligations, and period obligations set forth in the event of disaster, Vendor is not able to reinstate the applicable Services within the specified recovery time objectives, then Judicial Council may, upon written notice to Vendor, terminate the applicable Statement of Work as of the termination date specified in the notice, without cost or penalty. The Judicial Council may (at any time, and from time to time, during the Term) identify and notify the Vendor in writing of other items that the Judicial Council reasonably deems appropriate for inclusion in the Disaster Recovery Plan. The Vendor shall revise the Disaster Recovery Plan as appropriate to reflect any changes to the Judicial Council’s information technology environment, or related requirements, and submit such revised Disaster Recovery Plan to the Judicial Council for review, comment, and approvalplan. The occurrence of a Force Majeure Event shall not relieve the Vendor Supplier of its obligations obligation to implement the applicable disaster recovery/business continuity plan and provide services pursuant to this Section disaster recovery and business continuity services. Supplier shall also establish, document and demonstrate a Ascension Health-specific Supplier disaster recovery plan that includes provisions for backup facilities, utilities, staffing, telecommunications, etc. Such plan will be operative from the Commencement Date and will at all times be aligned with Ascension Health’s then-current disaster recovery/business continuity plan. Supplier will address and resolve any issues or changes flagged for attention by Ascension Health as soon as practicable but no longer than: (i) [**] calendar days after notification by Ascension Health for critical issues and changes impacting recoverability of the Services; and (ii) [**] calendar days after notification by Ascension Health for non-critical issues or changes. Supplier shall test such plan at least annually, including as may be required in accordance with Exhibit 8 and, upon request by Ascension Health, share the Disaster Recovery Plan, except in the event and to the extent that such Force Majeure Event, or another Force Majeure Event, materially and adversely affects or prevents the performance results of such servicestest with Ascension Health. Except as provided in the immediately preceding sentence, and notwithstanding Supplier shall perform re-tests if such initial test reveals any other provisions related to the occurrence of a Force Majeure Event issues or anything else to the contrary in this Agreement, any breach or violation by the Vendor of its obligations regarding execution of the Disaster Recovery Program during a disaster shall be deemed an incurable and material breach of this Agreement by the Vendor. FEESproblems.

Disaster Recovery Services. Vendor Upon the occurrence of a Force Majeure Event that constitutes a disaster under the applicable disaster recovery/business continuity plan, Supplier shall at all times maintain promptly implement, as appropriate, such disaster recovery/business continuity plan and provide disaster recovery and business continuity plans consistent with services as described in such plan. Supplier shall provide the highest industry standards and sufficient to meet its obligations under this Agreement (“Disaster Recovery Plan”) The Disaster Recovery Plan shall address and protect the Judicial Council’s critical information technology environment. Individual Statements of Work may contain more specific obligations with respect to disaster recovery and business continuity. If a Statement of Work includes specific disaster continuity services, including in circumstances where an event, issue or change impacts the plan to restore the impacted Services, such that Supplier meets the recovery or business continuity obligations, and period obligations set forth in the event of disaster, Vendor is not able to reinstate the applicable Services within the specified recovery time objectives, then Judicial Council may, upon written notice to Vendor, terminate the applicable Statement of Work as of the termination date specified in the notice, without cost or penalty. The Judicial Council may (at any time, and from time to time, during the Term) identify and notify the Vendor in writing of other items that the Judicial Council reasonably deems appropriate for inclusion in the Disaster Recovery Plan. The Vendor shall revise the Disaster Recovery Plan as appropriate to reflect any changes to the Judicial Council’s information technology environment, or related requirements, and submit such revised Disaster Recovery Plan to the Judicial Council for review, comment, and approvalplan. The occurrence of a Force Majeure Event shall not relieve the Vendor Supplier of its obligations obligation to implement the applicable disaster recovery/business continuity plan and provide services pursuant to this Section disaster recovery and business continuity services. Supplier shall also establish, document and demonstrate an Ascension Health-specific Supplier disaster recovery plan that includes provisions for backup facilities, utilities, staffing, telecommunications, etc. Such plan will be operative from the Commencement Date and will at all times be aligned with Ascension Health’s then-current disaster recovery/business continuity plan. Supplier will address and resolve any issues or changes flagged for attention by Ascension Health as soon as practicable but no longer than: (i) [**] calendar days after notification by Ascension Health for critical issues and changes impacting recoverability of the Services; and (ii) [**] calendar days after notification by Ascension Health for non-critical issues or changes. Supplier shall test such plan at least annually, including as may be required in accordance Exhibit 8 and, upon request by Ascension Health, share the results of such test with Ascension Health. Supplier shall perform re-tests if such initial test reveals any issues or problems. [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Disaster Recovery Plan, except in the event Securities and to the extent that such Force Majeure Event, or another Force Majeure Event, materially and adversely affects or prevents the performance of such services. Except as provided in the immediately preceding sentence, and notwithstanding any other provisions related to the occurrence of a Force Majeure Event or anything else to the contrary in this Agreement, any breach or violation by the Vendor of its obligations regarding execution of the Disaster Recovery Program during a disaster shall be deemed an incurable and material breach of this Agreement by the Vendor. FEESExchange Commission.