Common use of Prevention and Mitigation Clause in Contracts

Prevention and Mitigation. In the Reseller Agreement, Distributor will require Reseller to notify Customer that Customer is solely responsible for Customer Content. Distributor will require Reseller to include in the Customer Agreement that Customer will implement IT architecture and processes enabling Customer to prevent and mitigate damages in line with the criticality of the Customer Content for Customer’s business and its data protection requirements, including a business recovery plan. Distributor will also require Reseller to include in the Customer Agreement that Customer will: (a) provide for a backup process on a regular (at least daily) basis and backup relevant data before Dell performs any remedial, upgrade or other works on the APEX Service or Customer’s IT systems; (b) monitor the availability and performance of Customer’s IT environment, including the APEX Service; and (c) promptly react to messages and alerts received from Dell or through notification features of the APEX Service and immediately report any issue Customer identifies to Dell. To the extent that Dell has any liability for loss of Customer Content, Dell will only be liable for the cost of commercially reasonable and customary efforts to recover the lost Customer Content from Customer’s last available backup.