These Terms provide detailed information regarding Vestige’s handling of Client Data (as defined in the ESI Services Agreement or Information Security Engagement Agreement, as applicable (“Agreement”) entered by Vestige and you) upon completion of our work and the pendency of the full conclusion of the matter, including the return of and/or destruction of Client Data upon instruction from Client. These Terms are incorporated into the Agreement, as if it had been included in its entirety within it. All capitalized terms shall have the same meaning as in the Agreement.
DATA ACCESS
If Client Data resides on the information technology system deployed by Vestige on which Vestige personnel can obtain immediate access to Client Data (“Active System”) for a period of 120 days or more, Vestige may, in its sole discretion, migrate the Client Data from the Active System to another Vestige system without real-time data access, which may be either off-line (“Off-Line Archive System”) or near off-line (“Near Off-Line Archive System”) (each an “Archive System”), where Client Data will be preserved with possibly delayed access.
a. Restoration Timing and Fees
If Client Data is migrated to an Archive System, Client Data will be available only after the Client Data is restored to the Active System and Client has paid the applicable Restoration Fee.
Restoring Client Data from a Near Off-Line System to the Active System requires two business days from the date Client requests restoration and pays a $250 Restoration Fee.
Restoring Client Data from an Off-Line Archive System to the Active System requires three business days from the date Client requests restoration and pays a $500 Restoration Fee.
RETAINAGE, DESTRUCTION, RETURN OF CLIENT DATA
Within 30 days of the completion of services provided by Vestige under the Agreement, Client shall instruct Vestige regarding retention of Client Data.
a. Return of Client Data
If Client requests the return of its Client Data, Vestige shall return the Client Data in the electronic form, format, and organizational structure in which the Client Data was preserved by Vestige or provided to Vestige. Typically, Client Data in forensic engagements is preserved by Vestige as forensic image files. Vestige shall have no duty to return Client Data (i) in a data structure other than as preserved by Vestige or provided to Vestige, including as arranged or organized in Vestige’s Analytic Data Structure or (ii) until Client or Payor has paid all outstanding fees to Vestige.
If Client requests the Client Data be returned to Client, Client (or Payor, if applicable) shall pay Vestige for the cost of transferring it to media and the cost of such media.
If Client or any third party requests the Client’s Data be returned in a form, format, or organizational structure other than the manner preserved by Vestige or provided to Vestige. Vestige has the right to decline to convert the Client Data. If Vestige agrees to convert the Client Data, Client (or Payor, if applicable) shall pay to Vestige the fees and/or costs associated with converting the Client Data to the form requested.
b. Destruction of Client Data
If Client requests all Client Data be destroyed, and all amounts due Vestige have been paid under this engagement, Vestige will destroy all Client Data except for data necessary for billing, tax purposes, audit defense purposes or other purpose as discussed with Client.
c. Vestige’s Right to Retain or Destroy Client Data
If all amounts due Vestige have not been paid, and absent any dispute requiring arbitration as set forth in the Agreement, Client agrees that Vestige shall have the right, in its sole discretion, to take any action to either retain or destroy all Client Data without further authorization of Client and without any court order or intervention.
d. Client Failure to Instruct Regarding Data Retention
If Client fails to instruct Vestige regarding the retention or destruction of the Client’s Data, Vestige shall provide Client a written notice of the manner in which Vestige intends to destroy the Client Data (hereinafter “Notice of Proposed Action”). Vestige shall provide such notice to Client at the address indicated in the Agreement; however, notice to Client’s counsel shall be deemed notice to Client. Vestige shall provide such notice within 10 days before taking any action to destroy Client Data. Client authorizes Vestige to execute the protocols set forth in the Notice of Proposed Action unless Client responds within ten days of the date of the Notice of Proposed Action, and Client and Vestige agree upon the manner in which Client Data will be destroyed, returned, or stored.