Common use of Data Processing Services Clause in Contracts

Data Processing Services. A. Vitafort shall provide to HLYP all data processing and other computer services necessary for HLYP to conduct its business. These services shall allow HLYP to have access to certain hardware and software, at a level of service and availability (including, without limitation, on-line connection time) to permit HLYP to continually operate its business. Data processing and other computer services shall include, without limitation, training, technical support, computer operators, coordinators, analysts, managers and other personnel familiar with the use and operation of all computer equipment, maintenance, information, statements and reports (collectively, the "Data Processing Services"). These computer services will be provided to HLYP by Vitafort's vendors. These services will be provided to HLYP per a cost sharing shown at Schedule A. B. All records, data files (and the data contained therein), input materials, software, reports and other materials received, computed, developed, processed or stored by Vitafort or third parties on behalf of HLYP (the "Data") pursuant to this Section 1.1 will remain the exclusive property of HLYP, and Vitafort shall not possess any interest, title or right in connection therewith. HLYP shall have access to the Data during the term of this Agreement. Upon termination of the rights and obligations provided pursuant to this Section 1.1, Vitafort shall deliver or cause to be delivered to HLYP, on or prior to the termination or expiration of this Agreement, all Data (including all copies thereof) in the form (either magnetic or paper) requested by HLYP. During the term of this Agreement, Vitafort shall keep in a separate and safe place at least one additional copy of all Data required to be maintained including additional tapes or disks necessary to reproduce all such Data. Vitafort shall use reasonable care to minimize the likelihood of any damage, loss, delays or errors resulting from an uncontrollable event and shall use its best efforts to mitigate the effect of any such occurrence.