1E9Ct5D

manner that has jurisdiction over Customer in connection with its regulatory functions(each, a "Regulator") shall, upon request, have the same audit rights as those set forth inSection 12.4(b), provided that no condition or restriction stated in Section 12.4(b) shallapply to any Regulator to the extent it is contrary to applicable Law. Provider shallcooperate with all individuals conducting such audits and comply with all reasonablerecommendations that result from such inspections, tests and audits within reasonabletime frames. Without limiting any of Provider's other obligations under this Section 12 orSection 13, if Provider engages a third party auditor to perform a Statement on Standardsfor Attestation Engagements No. 16 (SSAE 16) audit of Provider's operations,information security program or disaster recovery/business continuity plan, Provider shallprovide a copy of the audit report to Customer [promptly/within [NUMBER IN WORDS]([NUMBER]) [days/Business Days]] after Provider's receipt of such report. Any suchaudit reports shall be Provider's Confidential Information.12.6 Nonexclusive Remedy for Security Breach. Any failure of the Services to meetthe requirements of this Agreement with respect to the security of any Customer Data orother Confidential Information of Customer, including any related backup, disasterrecovery or other policies, practices or procedures, is a material breach of this Agreementfor which Customer, at its option, may terminate this Agreement immediately on writtennotice to Provider without any notice or cure period, and Provider shall promptlyreimburse to Customer any Fees prepaid by Customer prorated to the date of suchtermination.13. Redundancy, Data Backup and Disaster Recovery. Provider shall, in accordance withthe provisions of this Section 13, maintain or cause to be maintained disaster avoidanceprocedures designed to safeguard the Customer Data and Customer's other ConfidentialInformation, Provider's Processing capability and the availability of the Hosted Services,in each case throughout the Term and at all times in connection with its actual or requiredperformance of the Services hereunder. The force majeure provisions of Section 17.1shall not limit Provider's obligations under this Section 13.13.1 Redundant Hosting and Connectivity. Provider shall simultaneously operate amirror system at a hardened data center facility in the United States that is geographicallyremote from the primary system on which the Service Software and Hosted Services arehosted (the "Secondary Backup Facility"). Except for its location and housing facility,the mirror system shall: (a) be identical in all respects to the primary system; (b) havehardware and software, network connectivity, power supplies, backup generators andother similar equipment and services that operate independently of the primary system;(c) have fully current backups of all Customer Data stored on the primary system; and (d)have the ability to provide the Hosted Services in accordance with this Agreement[ andthe Specifications] during the performance of routine and remedial maintenance or anyoutage or failure of the primary system fails. Provider shall operate, monitor and maintain37