DISASTER RECOVERY AGREEMENT
THIS AGREEMENT made effective as of the _____ day of ______________, _______.
________________ (insert name of customer)
_________________________ (insert complete address)
OF THE FIRST PART
- and -
________________ (insert name of service provider)
_________________________ (insert complete address)
(the “Service Provider”)
OF THE SECOND PART
A. The Customer has computerized a significant amount of business operations, including
administration, accounting/bookkeeping, invoicing and client records, and accordingly, the
Customer desires to ensure that it has access to and use of a back up facility in the event of a
Disaster as hereinafter defined;
B. The Service Provider is able to provide the Customer with a backup facility as described herein in
the event of a Disaster.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and agreements contained in this Agreement and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows:
1.1 Wherever the same are used herein, the following words and terms shall have the following
meanings. Words importing the singular number include the plural and vice versa and words importing
the masculine gender include the feminine and neuter genders, as the context requires:
(a) “Authorized Personnel” shall mean the personnel of the Customer authorized to provide notice
to and to otherwise deal with representatives of the Service Provider pursuant to this Agreement.
(b) “Backup Facility” shall mean the Service Provider’s computer equipment and office space
described in Schedule “A”, attached hereto and forming a part hereof, which shall made
available to the Customer in the event that the Customer experiences a Disaster.
(c) “Computer Facility” shall mean the Customer’s computer installation located at ______________
(insert complete address).
(d) “Commencement Date” shall mean the date of execution of this Agreement.
(e) “Disaster” shall mean any unplanned interruption or inaccessibility to the Customer’s Computer
Facility or to another User’s computer facility due to a cause beyond the control of the Customer
or the other User reasonably projected to last over ________ (insert number) consecutive hours.
Any interruption due to system hardware, software or peripheral upgrades, maintenance or
peripheral device malfunctions shall not constitute a Disaster.
(f) “Disaster Notification” shall mean the written notice which the Customer is to provide to the
Service Provider upon the occurrence of a Disaster requesting access to and use of the Backup
(g) “Disaster Notification Fee” means the fee charged to the Customer by the Service Provider in the
event that the Customer experiences a Disaster and requests access to the Backup Facility.
(h) “Equipment Configuration” shall mean the configuration of the Customer’s computer equipment
as listed on the attached Schedule “B”, attached hereto and forming a part hereof, as modified
from time to time.
(i) “Multiple Disaster” shall mean one or more Disasters being experienced by the Customer and
other Users, requiring the Customer and such other Users to have access to and use of the Backup
Facility for the same or an overlapping period of time.
(j) “Recovery Operations Manual” shall mean the Service Provider’s manual of instructions and
procedures to be followed with respect to the use of the Backup Facility, as amended from time to
time by the Service Provider.
(k) “Subscription Fee” means the fee charged by the Service Provider to the Customer entitling the
Customer access to and use of the Backup Facility.
(l) “User(s)” shall mean other customer(s) who have entered into agreements with the Service
Provider similar to this Agreement.
2. Disaster Recovery
2.1(a) The Customer shall designate _______ (insert number) of its personnel who have been authorized
to provide Disaster Notifications to the Service Provider, one of whom shall be a senior officer or
manager of the Customer. In the event that the Customer suffers a Disaster, one of the
Customer’s Authorized Personnel shall immediately provide the Service Provider with a written
Disaster Notification. The Service Provider shall not be required to provide the Customer with
access to the Backup Facility unless written Disaster Notification has been received by the Service
Provider, signed by at least one of the Customer’s Authorized Personnel.
(b) All Disaster Notifications to the Service Provider shall be made by the Customer in accordance
with the Recovery Operations Manual.
2.2 Upon receipt of a Disaster Notification from one of the Customer’s Authorized Personnel, the
Service Provider shall, subject to the provisions of Section 3 hereof, provide access to and permit use of
the Backup Facility within ____ (insert number) hours after such receipt.
2.3 Upon having given the Service Provider a proper Disaster Notification, the Customer shall,
subject to the provisions of paragraph 3.1 hereof, be entitled to use of the Backup Facility for ____ (insert
number) consecutive days/weeks (delete inapplicable). Forthwith after commencement of use of the Backup
Facility, the Customer shall undertake to remedy the Disaster at its Computer Facility. After such
____(insert number) day/week (delete inapplicable) period, the Customer shall be entitled to extended
access to and use of the Backup Facility subject to the availability of the Backup Facility and the payment
of the fees for extended access specified in Schedule "C" hereof and provided it has made a good faith
effort to remedy the Disaster at its Computer Facility. In the event that another User experiences a
Disaster during any extended period of use by the Customer, such other User shall be entitled to priority
over the Customer with respect to the use of the Backup Facility.
2.4(a) The Service Provider shall provide the Customer with one (1) copy of the Recovery Operations
Manual promptly after execution of this Agreement and shall provide the Customer with all
amendments to the same in a timely manner as such amendments are made. Access to the
Backup Facility in the event of a Disaster shall be provided by the Service Provider in accordance
with the procedures and provisions contained in the Recovery Operations Manual.
(b) The Customer shall abide by the terms and conditions set out in the Recovery Operations Manual
when using the Backup Facility. The Customer shall be responsible for any damage or loss to the
premises at which the Backup Facility is located or to the Equipment Configuration which
damage or loss is attributable to negligence, misuse, lack of due care or willful misconduct on the
part of the Customer’s personnel. The Customer shall, upon vacating the Backup Facility, ensure
that the Backup Facility is in the same condition that it was in when the Customer commenced to
use the Backup Facility, ordinary wear and tear excepted. The Customer shall supply competent,
suitably trained personnel to operate the Equipment Configuration and shall ensure that such
personnel are present at the Backup Facility at all times while the Customer is using the Backup
(c) The Service Provider shall supply, at the Customer’s expense, stock computer paper for use at the
Backup Facility. The Service Provider shall also supply local telephone service and certain
furniture for the Customer’s use, at no charge to the Customer. The Service Provider shall
consider any request by the Customer alone or in conjunction with other Users regarding the
installation of communication lines or other support or peripheral equipment at the Backup
Facility. The Service Provider’s decision as to whether any additional equipment is to be installed
at the Backup Facility shall be final and binding upon the Customer. The cost of all such
additional equipment or services requested by the Customer shall be paid by the Customer in
accordance with such terms as may be agreed by other Users, the Customer and the Service
Provider. Any additional equipment paid for by the Customer in connection with its access to
and use of the Backup Facility shall be and remain the property of the Customer.
2.5 The Service Provider shall maintain a proper operating environment for the Equipment
Configuration, and shall adhere to the manufacturer’s recommended policies and procedures for proper
maintenance of the Equipment Configuration. If any unscheduled interruption of the Backup Facility
continues for a period of _____ (insert number) consecutive days, then all fees due hereunder for the
period of such interruption shall be waived and the term of this Agreement shall be deemed extended for
a like period. The Service Provider shall, as required, use its best efforts to reconstruct or repair the
Backup Facility promptly after any such interruption in its availability.
2.6 The Service Provider reserves the right to unilaterally change the Equipment Configuration upon
_____ days (insert number) prior written notice to the Customer. If such change substantially and
adversely affects the Customer to the extent that the Customer is no longer able to utilize the Backup
Facility, the Customer shall have the right for a period of _____ (insert number) days after receipt of such
notice to terminate this Agreement by written notice without further obligation, except for the payment
of any fees and other sums payable hereunder to the date of such termination.
3. Multiple Disaster
3.1(a) The Customer acknowledges that the Service Provider is entering into agreements with other
Users respecting access to and use of the Backup Facility and agrees that in the event of a
Multiple Disaster, other Users shall be entitled to use the Backup Facility equally with the
Customer. None of the terms and conditions contained herein shall be interpreted or construed as
a covenant, promise or guarantee of any kind on the part of the Service Provider that the
Customer will have immediate and exclusive access to and use of the Backup Facility in the event
of a Disaster being suffered by the Customer.
(b) In the event of a Multiple Disaster, whether the Customer gives the Service Provider a Disaster
Notification before or after another User, the Customer shall co-operate with the Service Provider
in accommodating access and use of the Backup Facility by other Users who have experienced a
Disaster and who have delivered a written Disaster Notification to the Service Provider. In such
event, the Service Provider shall use its best efforts to co-ordinate and arrange access to and use
of the Backup Facility by all Users experiencing a Disaster and the Customer shall, subject to
paragraph 3.2 hereof, abide by the terms of any plan for shared utilization of the Backup Facility.
3.2 If the Customer or other Users experiencing Disasters becomes dissatisfied with the Service
Provider’s recommended shared utilization of the Backup Facility, the Customer and such other Users
may agree unanimously upon an alternative shared utilization plan, which plan, upon acceptance by the
Service Provider, shall be implemented as soon as possible.
3.3 The Service Provider shall not enter into agreements respecting access to and use of the Backup
Facility with more than ____ (insert number) other Users and shall not enter into such an agreement with
any user whose computer facility is located in premises in which the Customer’s Computer Facility or
another User’s computer facility is also located. In addition, the Service Provider shall not enter into such
an agreement with any user who is experiencing a Disaster at the date of execution thereof.
4. Use of Backup Facility for Test Purposes
4.1(a) At no additional cost, the Customer shall be scheduled to have access to and use of the Backup
Facility for ____ (insert number) days/weeks (delete inapplicable) every ____ (insert number) months
in order to test its disaster procedures. Such testing shall be done during the regular work week,
i.e. from Monday to Friday inclusive, on a 24-hour per day basis. The Service Provider shall
consult with the Customer in scheduling such test time, but the Service Provider shall retain the
right to schedule a designated time and day(s) for such testing, provided the Customer shall be
given at least ____ (insert number) days notice prior to such designated test time.
(b) Scheduled test time may be cancelled by the Service Provider upon receipt of a Disaster
Notification from another User. The Customer shall vacate the Backup Facility within ____ (insert
number) hours after notification from the Service Provider that the Backup Facility is required for
use by another User who has experienced a Disaster. The Service Provider shall use its reasonable
efforts to reschedule test time cancelled due to Disasters experienced by other Users, however, no
allowances or credits will be made for test time unused due to sched