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<br /> regulatory order,or other legal process, provided the party notifies the other party of its receipt of any such process, and reasonably
<br /> cooperates,at the other party's expense,with efforts of the disclosing party to prevent or limit disclosure in response to such process. In
<br /> the event that Metavante Is subject to a subpoena or other legal process to compel production of documents relating to Customer,
<br /> Customer shall reimburse Metavante for Metavante's reasonable out-of-pocket costs to comply with such process. Notwithstanding any
<br /> of the foregoing in this Section 13.4,Metavante acknowledges that Customer Is subject to the Washington Public Records Act and other
<br /> applicable laws. in the event that Customer receives a disclosure request for Confidential information or other information related to this
<br /> Agreement,Customer agrees to make reasonable efforts to notify Metavante so that Metavante may,if it chooses,contest disclosure In
<br /> a manner allowed by the Washington Public Records Act or other applicable law. In no event will Customer have any liability to
<br /> Metavante for the disclosure of Confidential Information or any other information relating to this Agreement when such disclosure is
<br /> required by applicable law or court order.
<br /> 13.5 information Security. Metavante shall be responsible for establishing and maintaining an information security program that
<br /> Is designed to(i)ensure the security and confidentiality of Customer Data, (ii)protect against any antidpated threats or hazards to the
<br /> security or integrity of Customer Data,(iii)protect against unauthorized access to or use of Customer Data that could result In substantial
<br /> harm or inconvenience to Customer or any of its customers,and(iv)ensure the proper disposal of Customer Data. Customer shall be •
<br /> responsible for maintaining security for its own systems,sewers,and communications links as necessary to(a)protect the security and
<br /> integrity of Metavante's systems and servers on which Customer Data Is stored,and(b)protect against unauthorized access to or use of
<br /> Metavante's systems and servers on which Customer Data Is stored. Metavante will(1)take appropriate action to address any incident
<br /> of unauthorized access to Customer Data and (2) notify Customer as soon as possible of any incident of unauthorized access to
<br /> Sensitive Customer Information and any other breach in Metavante's security that materially affects Customer or Customer's customers.
<br /> If the primary federal regulator for Customer is the Office of Thrift Supervision(the`OTT),Metavante will also notify the OTS as soon as
<br /> securile of ty procedures froreach m timeavante's to time ascurity commerciallt yreason reasonable tos Caddressror Customer's customer.op operations risks and concerinser incompliance vitheits
<br /> the
<br /> requirements of this section.
<br /> 13.6 Ownership and Proprietary Rights. Metavante reserves the right to determine the hardware,software and tools to be used
<br /> by Metavante in performing the Services. Metavante shall retain title and all other ownership and proprietary rights in and to its
<br /> Confidential Information and the Metavante Proprietary Materials and Information,and any and all derivabve works based thereon. Such
<br /> ownership and proprietary rights shall Include any and all rights in and to patents, trademarks, copyrights, and trade secret rights,
<br /> Customer agrees that the Metavante Proprietary Materials and Information are not'worts made for hires within the meaning of U.S,
<br /> Copyright Act 17 U.S.C.Section 101.
<br /> 13.7 The Privacy Regulations. In the event that Customer requests Metavante to disclose to any Third Party or to use any of
<br /> Customer's Confidential Information, and such Confidential Information is or may be subject to the Pnvacy Regulations, Metavante
<br /> reserves the right,prior to such disclosure or use,(i)to review any initial,annual,opt-out,or other privacy notice that Customer issued
<br /> with respect to such Confidential Information pursuant to the Privacy Regulations, and if requested by Metavante, Customer shall
<br /> promptly provide Metavante with any such notice, and (ii) to decline to disclose to such Third Party or to use such Confidential
<br /> Information if Metavante, in Metavante's sole discretion, believes that such disclosure or use is or may be prohibited by the Privacy
<br /> Regulations or by any such notice.
<br /> 14. DISASTER RECOVERY
<br /> 14.1 Services Continuity Plan. Metavante shall maintain throughout the Term of the Agreement a Services Continuity Plan(the
<br /> °Pian`)In compliance with applicable regulatory requirements, Review and acceptance of the Plan as may be required by any applicable
<br /> regulatory agency shall be the responsibility of Customer, Metavante shall cooperate with Customer In conducting such reviews as such
<br /> regulatory agency may from time to time reasonably request. A detailed Executive Summary of the Plan has been provided to Customer.
<br /> Updates to the Plan shall be provided to Customer without charge.
<br /> 14.2 Relocation. If appropriate, Metavante shalt relocate all affected Services to an alternate disaster recovery site as
<br /> expeditiously as possible after declaration of a Disaster, and shall coordinate with Customer all requisite telecommunications
<br /> modifications necessary to achieve full connectivity to the disaster recovery site,in material compliance with all regulatory requirements.
<br /> 'Disaster'shall have the meaning set forth in the Plan,
<br /> 14.3 Resumption of Services. The Plan provides that,in the event of a Disaster,Metavante will be able to resume the Services
<br /> in accordance therewith within the time periods specified In the Plan. In the event Metavante is unable to resume the Services to
<br /> Customer within the time periods specified In the Plan,Customer shall have the right to terminate this Agreement without payment of the
<br /> Termination Fee upon written notice to Metavante delivered within forty-five(45)days after declaration of such Disaster.
<br /> 14.4 Annual Test, Metavante shall test its Plan by conducting one (1) test annually and shall provide Customer with a
<br /> description of the test results in accordance with applicable laws and regulations,
<br /> 15. GENERAL TERMS AND CONDITIONS
<br /> 15.1 Regulatory Compliance.
<br /> A. Customer shall be solely responsible for monitoring and interpreting (and for complying with, to the extent such
<br /> compliance requires no action by Metavante)the Legal Requirements.
<br /> B.Subject to the foregoing,Metavante shall perform an on-going review of federal laws,rules and regulations. Metavante
<br /> shall maintain the features and functions set forth in the Documentation for each of the Services in accordance with all changes in federal
<br /> laws,rules and regulations applicable to such features and functions,in a non-custom environment. For any new federal laws,rules and
<br /> regulations,Metavante will perform a business review,with input from Metavante's customers and user groups. if Metavante elects to
<br /> support a new federal law, rule or regulation through changes to the Metavante Software, Metavante shall develop and implement
<br /> ©2010 Fidelity National Information Services,Inc.and its subsidiaries.
<br /> 100453Everett City of Payment Services Master Agreement(BSP B2C Services)-0404111C 7
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