Step-In Rights

“Step-In Condition” means: (A) material failure of a Critical System (as defined in Attachment X, Step-In Process) to perform according to its Specifications for more than ___________, including without limitation failures resulting from force majeure, in each case unless such failure is cured within __ days of Customer’s written notice; (B) any event that authorizes termination for cause of this Agreement or of a Statement of Work governing a Critical System, but only after Provider’s failure to cure during the cure period set forth in Section __ (Termination for Cause), if such section applies a cure period to the breach; or (C) a legal requirement or a binding order from a court, regulator, or other government agency that Customer take over a Critical System. In case of a Step-In Condition, Customer may Step-In (as defined below) on __ days’ written notice, provided such notice describes the Step-In Condition, or on a shorter written notice period if required pursuant to Subsection __(C) above. “Step-In” means Customer operates and provides the Impacted Services (as defined below) for its own benefit, as set forth in Attachment X, including without limitation by directing Provider staff involved in the Impacted Services. (“Impacted Services” meaning the Critical System(s) subject to the Critical Disruption and any other component of the Cloud Services, as well as any Professional Services, necessary to support such Critical System(s) pursuant to Attachment X.)

(a) Confidentiality and Other Customers. The following resources related to Step-In are Provider’s Confidential Information pursuant to Section __ (Nondisclosure): _____________. Notwithstanding the provisions above of this Section __, Step-In does not include access to any resource or facility used to support Provider’s other customers or other third parties, to the extent that (i) such access would compromise such third parties’ security or privacy and (ii) such resources or facilities cannot be segmented or otherwise operated to achieve such security or privacy at reasonable expense.

(b) Customer Agent. Customer may Step-In directly or through a third party agent, provided that such agent is not a Provider Competitor. However, Provider may require that, before accessing Impacted Services or receiving Provider’s Confidential Information, any Customer agent execute nondisclosure and data security contract(s) with terms no less protective of Provider than those of Section __ (Nondisclosure) and of Provider’s standard data security requirements set forth ______.

(c) Step-In and Cooperation. During Step-In, Provider shall, at its own expense: (i) cooperate with Customer to facilitate Step-In, including without limitation by providing access to software, equipment, and data centers, whether owned or leased by Provider; (ii) direct its employees and contractors to cooperate with and assist Customer, including without limitation software licensors and cloud services providers; and (iii) otherwise assist Customer as it may reasonably request or as required in Attachment X.

(d) Licensor/Supplier Step-In Amendments. Promptly after the Effective Date, Provider shall request that Provider’s Key Suppliers (as defined below) execute contracts with Customer, authorizing it to receive products and services on Provider’s behalf to the extent necessary to facilitate Step-In, under commercially reasonable terms. Provider shall reasonably cooperate in Customer’s efforts to secure such contracts, at Provider’s expense. (Provider’s “Key Suppliers” are _________.)

(e) Step-In Expenses and Fees. Step-In is at Customer’s expense; provided Customer may deduct its reasonable expenses for Step-In from any fees due to Provider. 

(f) Step-In and Remedies. Customer’s exercise of its rights under this Section __ does not waive any rights or remedies it may have for Provider’s breach of this Agreement, including without limitation any separate Customer right to terminate this Agreement for cause. Provider is not responsible or liable for any failure of Critical Systems during Step-In, except to the extent that such failure results from Provider’s breach of this Agreement, including without limitation Subsections __(c) (Step-In and Cooperation) and __(d) (Licensor/Supplier Step-In Amendments).