Updates to Security Standards and Disaster Recovery Plan. EQ shall maintain the Security Standards and Disaster Recovery Plan to reflect developments in applicable laws. All changes (which either party may propose) to the Security Standards (and regardless of the reason for such changes) shall be subject to notification to, and approval by, the other party, except that the Fund’s or EVM’s approval shall not be needed to the extent any change is mandated by applicable Laws or does not degrade or compromise the robustness of the security or business continuity measures offered and does not require the upgrading or reconfiguration of any system or process of the Fund, EVM or any of its affiliates. In all other situations, the parties shall use their best endeavours, acting in good faith, to agree the relevant change and a timeframe for implementation. If agreement cannot be reached but the party proposing the change is unwilling to continue with the then-current Security Standards or Disaster Recovery Plan (as the case may be), without such change being made, and failing to make such change could give rise to a security threat or risk, then the Fund may terminate this Agreement and/or any applicable order (in whole or in part), without any penalty or termination fee or any other liability, on written notice to EQ, such termination to take effect: (i) if the change was proposed by EQ, on the date such change is implemented (of which EQ shall provide not less than 90 days’ written notice); or (ii) if the change was proposed by the Fund or EVM, on 30 days’ written notice (or shorter timeframe as may be required commensurate with the threat presented). Upon any such termination, EQ shall promptly refund to the Fund all amounts pre-paid, and cancel any invoice, in respect of the terminated Services that relate to the period beyond the effective date of termination.”
