Common use of Recovery procedure Clause in Contracts

Recovery procedure. 12.5.1 If there is a breach of the Agreement or breach of the Service Levels which does not amount to a material breach entitling Client to terminate pursuant to Clause 12.1.1 then Client may (without prejudice to any right of Client to claim any other remedies Client may have unless otherwise provided in this Agreement) activate the recovery procedure set out in this Clause 12.5 (the “Recovery Procedure”) by notifying Contractor in writing of the breach of the relevant Service Level or other provision of this Agreement (as the case may be). Contractor shall within 10 Business Days of such notification present to a meeting of the Designated Employees a draft recovery plan specifying appropriate measures by which such breach shall be corrected and a timetable for their implementation. Client reserves the right to provide its own draft recovery plan specifying the remedial action which in Client’s view is required to rectify the breach and a suggested timetable for its implementation. 12.5.2 The Designated Employees shall negotiate in good faith to agree the draft recovery plan and the remedial measures to be incorporated in the draft recovery plan. If Client and Contractor are unable to agree the draft recovery plan within 5 Business Days of the presentation of the draft recovery plan to the Designated Employees, then the matter shall be escalated in accordance with Clause 25.1. The confirmed failure to reach any agreement on the terms of the draft recovery plan and the recovery procedure pursuant to Clause 12.5.1 and this Clause 12.5.2, shall entitle Client to rely on any of its other remedies. A draft recovery plan, agreed pursuant to this Clause 12.5.2, shall be referred to hereafter as the “Recovery Plan”. 12.5.3 Contractor shall implement the Recovery Plan in accordance with its terms and shall be responsible for all costs and expenses incurred in the implementation of the Recovery Plan and Client agrees (at Contractor’s cost) to provide Contractor with such reasonable assistance as Contractor may require from time to time in relation to a Recovery Plan. Contractor will report to the Client Designated Employee at intervals set out in the Recovery Plan on its implementation of the Recovery Plan. If Contractor shall fail to implement the Recovery Plan substantially in accordance with its terms, any such failure shall be deemed to constitute a material breach (incapable of remedy) for the purposes of Clause 12.1.1. Successful implementation of a Recovery Plan is in lieu (and to the exclusion) of any right(s) of termination or claims for damages in respect of the matters giving rise to the Recovery Plan and shall be in full and final settlement of such matters.