Cloud Services Pseudo-Escrow
Throughout the Term, Vendor shall maintain a copy of the System, including without limitation all software, hardware, and other infrastructure listed on Attachment __ (System Components) or otherwise necessary to operate the System in material conformity with the Specifications (the “Mirror System”). The Mirror System shall be maintained in a data center run by __________ (“Escrow Host”), and Vendor shall grant Escrow Host such rights, and provide Escrow Host with such documentation, as necessary to operate and maintain the Mirror System in material conformity with the Specifications. Vendor shall, or shall enable Escrow Host to: (a) update the Mirror System’s software, hardware, and other infrastructure, and the Customer Data it contains, so that they are materially the same as that of the System, no less often than _______ [every second, day, week]; and (b) maintain Mirror System so that it can replace the System and continue operations in material conformity with the Specifications within _________ [seconds, hours, days] of a Release Condition. The parties shall pay for the components of the Mirror System, and pay the Escrow Host, as follows: _____________________.