Common use of Data Safeguards Clause in Contracts

Data Safeguards. Provider shall, and shall cause Provider Parties throughout the Term of this Human Laboratory Services Agreement, to employ all reasonable and appropriate industry standard measures and processes to ensure that all data collected and stored by Provider and/or Provider Parties in the course of providing the Clinical Trial Laboratory Services is safeguarded against loss, damage and destruction arising from any cause, including, but not limited to: theft, fire, flood, earthquake, lightening and electrical disruption. Such measures and processes shall include, but not be limited to (a) remote storage of archived hard-copy documents and computer back-up media in locked containers and facilities with advanced fire-suppression systems, and (b) current back-up, recovery, and business continuity and disaster recovery plans which are periodically validated for all business systems. Back-up location(s) must be located in a different city or village from the primary data storage location. Provider will develop, maintain, test and implement a business continuity and disaster recovery plan in respect of the Clinical Trial Laboratory Services. Provider’s business continuity and disaster recovery plan must be reviewed by Provider at least annually, to confirm that the plan (including contacts and process steps) is accurate, and updated as appropriate following each review. Provider’s business continuity and disaster recovery plan must include measures and processes that would enable the Company to (i) continue to access Provider’s systems, including Company data maintained in Provider’s systems, (ii) access all technical documentation necessary for Company’s use of the Clinical Trial Laboratory Services, and (iii) access appropriate implementation guidelines and other implementation support. Provider’s business continuity and disaster recovery plan will include, if and to the extent requested and approved by Company and in compliance with Exhibit B of the Collaboration Agreement, as amended by this Amendment, provisions whereby Provider will supply certain Provider Parties’ reviewers with laptop computers so that they may perform the Clinical Trial Laboratory Services remotely in the event of a business interruption at a Provider’s or Provider Parties’ Facility at which Clinical Trial Laboratory Services are performed or any difficulty traveling to a Provider’s or Provider Parties’ Facility. The applicable Company parties will be informed within twenty-four (24) hours of the Provider’s execution of its disaster recovery plan, and if such notification is not in writing, Provider will deliver a written notification as promptly as possible but in any event within forty-eight (48) hours of the execution. Notification will include a description of the event, the status of the system, expected system unavailability, any issues with the Clinical Trial Laboratory Services and planned remedies. The Company parties may declare a disaster if they reasonably conclude that Provider has unnecessarily delayed in making the declaration. In the event of a disaster, the Company parties, in their discretion, may choose to transition the Services to a Company disaster recovery site or to a Third Party disaster recovery site and, in such event, Provider shall, and shall cause the Provider Parties to, fully cooperate in the transition. Provider will ensure continued operation with minimal disruption.