Exhibit 10.26

Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Dated:       October 27, 2004

MASTER SERVICES AGREEMENT

Between

TEXTRON INC.

and

COMPUTER SCIENCES CORPORATION

TABLE OF CONTENTS

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MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT is made as of the [       ] day of       , 2004, (the “Signature Date”) by and between TEXTRON INC., a Delaware corporation with its principal place of business at 40 Westminster Street, Providence, Rhode Island 02903-2596, (“Textron”) and COMPUTER SCIENCES CORPORATION, a Nevada corporation with its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“CSC”).

RECITALS

(A)          On April 30, 2004, Textron issued a Request for Proposal to CSC for the outsourcing of certain global IT infrastructure services, including Mainframe Services, Midrange Services, Network Services, Workstation Services and Service Desk Services (each referred to as a “Tower of Services”).

(B)           In response to the Request for Proposal and the subsequent evaluation and clarification process, CSC has represented to Textron that CSC has the necessary skill and experience to provide the Services as required by Textron and the Service Recipients.

(C)           Consistent with the global nature of Textron’s requirements and the scope of Services involved, Textron and CSC have agreed to enter into this Agreement which will govern each Tower of Services.

(D)          Pursuant to the terms of this Agreement, (i) Textron and CSC have contemporaneously entered into individual agreements for each Tower of Services which are attached hereto as Attachments 1 through 5 (collectively, with any other Attachments that may be added in the future by mutual agreement of the parties, the “Tower Services Agreements”) that set forth additional terms and conditions that are unique to each Tower of Services, including a description of the relevant Services in the form of an attached Service Description and the Service Levels and Service Charges applicable to those Services, and (ii) certain Service Recipients and certain Affiliates of CSC have entered or shall enter into individual agreements, substantially in the form of Annex C-1 to Schedule C, in order to give the parties thereto the benefit of this Agreement and/or to conform to the Laws, customs and practices of the relevant jurisdiction (collectively, the “Local Enabling Agreements”).

(E)           Subject to the terms of this Agreement, the Tower Services Agreements and the Local Enabling Agreements, CSC has agreed to provide IT infrastructure services for the benefit of Textron, the Service Recipients and the End Users.

NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

1.             DEFINITIONS

In this Agreement capitalized terms not expressly defined in the body of this Agreement shall have the meaning set forth in Schedule A (Definitions).

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2.             TERM

2.1          Term

The term of this Agreement shall begin on the Signature Date and shall expire, unless terminated earlier in accordance with Section 23.1.3 or extended in accordance with Section 2.2, on the latest-to-occur of (a) the tenth (10^th) anniversary of the earliest Handover Date or (b) the expiration of the last-to-expire Tower Services Agreement in accordance with its terms, or (c) completion of the Termination Assistance described in Section 24.8 in connection with the last-to-expire Tower Services Agreement (the “Term”).

2.2          Extension of Term

By giving CSC written notice not less than [***] prior to the then applicable expiration date of this Agreement (other than the expiration date established pursuant to Section 2.1(b)), Textron shall have the right to extend the Term for a further period of up to [***] on the terms of this Agreement (including pricing) then in effect.  Textron shall have [***] such extension options of up to [***].

3.             SERVICES

3.1          Scope of Services

Except as otherwise expressly provided in this Agreement, any Tower Services Agreement or any Local Enabling Agreement, CSC shall, commencing on the applicable Handover Date, provide to Textron and each of the Service Recipients the following services and functions and undertake the following responsibilities, as they may be supplemented, enhanced, modified or replaced in accordance with this Agreement, but excluding those services, functions or responsibilities that are specifically identified in this Agreement, a Tower Services Agreement or a Local Enabling Agreement as Textron’s responsibility or not CSC’s responsibility (collectively, the “Services”):

3.1.1        the services, functions and responsibilities specified in this Agreement, together with all Schedules and Annexes hereto, the Tower Services Agreements, together with all Appendices thereto and Local Enabling Agreements;

3.1.2        any service, function or responsibility that relates to Infrastructure Systems performed within the [***] period preceding the Signature Date by the employees of Textron, the Service Recipients and their respective contractors who are identified in Schedule E who were displaced or transitioned to CSC or whose functions were displaced as a result of this Agreement, even if such service, function or responsibility is not specifically described in this Agreement at the same level as in effect on the Signature Date.

3.1.3        any service, function or responsibility that was performed within the [***] period preceding the Signature Date under any Assigned Contract listed in Annex F-2 to Schedule F (Existing Equipment and Software) or any portion of any Managed Contract listed in Annex F-3 to Schedule F (Existing Equipment and Software) as of the Signature Date that is related to any Services described in any Tower Services Agreement or other obligations of CSC.

3.1.4        new services and Projects requested by Textron that are related to the Services, subject to Scope Change Procedure;

3.1.5        any incidental services, functions and responsibilities not specified in this Agreement, a Tower Services Agreement or a Local Enabling Agreement as within the scope of CSC’s responsibilities but that are reasonably and necessarily required for, or related to,

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the proper performance and provision of the services, functions and responsibilities set forth above; the foregoing is not intended to expand materially the scope of CSC’s responsibilities under this Agreement; and

3.1.6        consulting to Textron related to the Services cost benefit analysis, project planning and estimates, project coordination and management, audit, impact analysis of current operations, timing and schedule considerations, CSC coordination, and completion of configuration and quality management as necessary to provide the Services.

3.1.7        The applicability of the above sections shall not override the express limitations on work effort agreed by the Parties elsewhere in the Agreement (e.g., limits on Resource Unit volumes and associated Pricing in Schedule D).

3.2          Textron Web Portal

CSC shall develop, operate, maintain and support a secure interactive internet web portal/s for exclusive access and use by Textron, Textron’s designees and the Service Recipients, in order to enable them to view and track all relevant processes, functions, changes and status required by them in relation to the Services, in form and content, and with timing, satisfactory to Textron, including but not limited to governance matters, invoicing and payment matters, all reports required of CSC and Changes.

3.3          Services Performed by Textron or Third Parties

3.3.1        Textron, at any time, may perform itself, or retain Third Parties to perform, any of the Services.  If, and to the extent that, the scope of Services being performed by CSC is reduced pursuant to this Section 3.3.1, then the Service Charges shall be adjusted in accordance with the Resource Unit Change Procedure and Schedule D (Pricing).

3.3.2        To the extent that Textron performs or retains Third Parties to perform any services that formed part of the Services pursuant to Section 3.3.1, or any other services related to the Services, CSC shall cooperate with Textron and such Third Parties to cause such services to be carried out in a coordinated, effective and timely manner, provided that Textron shall be responsible for any increased costs to CSC, and CSC shall not be responsible for degradation in Services, resulting therefrom.  In the case of services that formed part of the Services, such CSC cooperation shall include, as necessary to enable such services to be performed:

(a)           providing reasonable access to any facilities used to provide the Services;

(b)           providing reasonable access to Infrastructure Systems, to the extent permitted under any underlying agreements with Third Parties; and

(c)           providing such then-existing information regarding the operating environment, system constraints and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary to perform the Services.

3.3.3        Third Parties retained by Textron, to the extent that they have been provided access to the facilities, assets and information specified in Section 3.3.2, shall comply with CSC’s reasonable security and confidentiality requirements.  CSC shall immediately notify Textron if an act or omission of such a Third Party causes a problem or delay in providing the Services and shall work with Textron to prevent or circumvent such problem or delay.

3.3.4        Notwithstanding the foregoing, CSC shall not be required to disclose any of CSC’s proprietary information to a CSC Competitor.

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3.4          Other Service Recipients

3.4.1        Except as otherwise expressly provided in the Agreement, any Tower Services Agreement or any Local Enabling Agreement, CSC shall, (a) as of the Signature Date, commence providing such preliminary Services in support of the Transition Plan as may be performed prior to the applicable Handover Date(s), and (b) as of the applicable Handover Date (s), provide the Services specified in the Tower Services Agreements to Textron, to the Service Recipients and to End Users in accordance with the provisions of the Agreement.  Textron shall retain all operational responsibility for services included in the Services until the applicable Handover Date(s).  Subject to the Resource Unit Change Procedure and, if applicable, the Scope Change Procedure and Schedule D (Pricing), CSC shall also provide the Services to such other entities who otherwise meet the definition of a Service Recipient as Textron may designate in writing from time to time, each of which shall become a Service Recipient as of the date specified by Textron in its written designation and deemed to be added to Schedule C attached hereto as of such date.

3.4.2        With respect to the entities identified in or added (pursuant to Section 3.4.1) to Schedule C as Service Recipients:

(a)           Services rendered to Service Recipients and End Users (including under Local Enabling Agreements) shall be deemed Services rendered to Textron and Textron shall have all the rights, responsibilities and obligations with respect to such Services as if they were directly rendered to Textron;

(b)           Textron shall be responsible for the compliance by Service Recipients and End Users with Textron’s obligations to the extent Textron performs such obligations through such End Users and Service Recipients;

(c)           Textron shall ensure that any claims that the Service Recipients may have under this Agreement or otherwise in connection with the Services against CSC or any CSC Affiliate or CSC Subcontractor are assigned by the Service Recipients to Textron, and CSC agrees that such claims may be so assigned; any such claims that are not so assigned shall be void; and

(d)           the Parties agree that no consent from the Service Recipients is required for the Parties to vary or terminate this Agreement (whether or not in a way that varies or extinguishes rights or benefits in favor of such Service Recipients).

3.4.3        CSC shall ensure that any claims that the CSC Affiliates and CSC Subcontractors may have under this Agreement or otherwise in connection with the Services against Textron or any Service Recipient or End User are assigned by the CSC Affiliates and CSC Subcontractors to CSC, and Textron agrees that such claims may be so assigned; any such claims that are not so assigned shall be void.

3.4.4        As and when reasonably requested by Textron for use in the process of evaluating whether to designate any entity for addition to Schedule C as a Service Recipient or an End User, CSC shall provide to Textron such information and other cooperation regarding performance of the Services for that entity as would be reasonably necessary for Textron to submit a proposal for performing the Services for that entity.  CSC’s cooperation shall include performing due diligence on any such entity.

3.4.5        Notwithstanding the foregoing, Textron and certain Service Recipients identified in Schedule C (Service Recipients) as “Contracting Service Recipients” and CSC and

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certain CSC Affiliates identified in Schedule J as “Contracting CSC Affiliates” shall enter into Local Enabling Agreements.  CSC shall be liable as a principal for all obligations of CSC and the Contracting CSC Affiliates under the Local Enabling Agreements or otherwise in connection with the Services, as either such Local Enabling Agreements or the Services may change from time to time.  Textron shall be liable as a principal for all obligations of Textron and the Contracting Service Recipients under the Local Enabling Agreements or otherwise in connection with the Services as either such Local Enabling Agreements or the Services may change from time to time.  No notification to or consent of CSC, Textron, any Contracting Service Recipient or any Contracting CSC Affiliate shall be required to continue in effect the liability of CSC for any and all obligations, whether now existing or hereafter created, of CSC and the Contracting CSC Affiliates and the liability of Textron for any and all obligations, whether now existing or hereafter created, of Textron and the Contracting Service Recipients.  In the event any Local Enabling Agreement is not entered into on the Signature Date for the applicable Services and Services which would otherwise be covered by a Local Enabling Agreement are rendered, then the designated Contracting CSC Affiliate shall be deemed to have provided such Services and the designated Contracting Service Recipient shall be deemed to have accepted such Services under the terms of this  MSA and all Schedules, Annexes, Appendices, Attachments and Exhibits thereto unless and until a Local Enabling Agreement is entered into.

3.5          Removal of Service Recipients

3.5.1        Subject to the Resource Unit Change Procedure and Schedule D (Pricing), Textron may, at any time and from time to time in its sole discretion, remove any Service Recipient from the list of entities identified on Schedule C upon written notice to CSC, which entity shall no longer be a Service Recipient as of the date specified by Textron in its written notice and shall be deemed to be deleted from Schedule C attached hereto as of such date.

3.5.2        In addition, subject to the Resource Unit Change Procedure and Schedule D (Pricing), in the event that:

(i)            Textron may remove that Service Recipient or the transferred business or operations from the scope of this Agreement as of the date specified by Textron in a written notice to CSC;

(ii)           the Service Charges shall be adjusted to reflect the reduction in Resource Units in accordance with the procedure set forth in Schedule D (Pricing) to reflect the reduced scope and/or volume of the Services;

(iii)          CSC shall, at Textron’s request, provide Termination Assistance in relation to the removed Service Recipient; and

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(iv)          if the Service Recipient or business or operations are removed from the scope of this Agreement pursuant to this Section 3.5.2 and the disposal or transfer is to another entity, then CSC shall, if requested by Textron, provide (a) the Services to that entity pursuant to this Agreement for up to [***] after the effective date of such removal, and (b) Termination Assistance to that entity for a Termination Assistance Period determined in accordance with Section 24.8.1 by considering the expiration of this Agreement to be, solely for purposes of such determination, the end of the period for which Textron requests the provision of Services to that entity.

3.5.3        Textron may partially remove a Service Recipient from the scope of this Agreement based upon the principles of this Section 3.5 and upon so doing CSC shall comply with the other provisions of this Section.

3.6          Transition and Transformation

3.6.1        The Transition shall be carried out as follows:

3.6.2        Within [***] following the Signature Date, CSC shall propose and agree with Textron on changes to the Transformation Plan set forth in Schedule I.B (Transformation) to include an overall written timetable for the completion of detailed plans for transformation of the Infrastructure System to the status that shall enable CSC to provide the Services and meet the End-State Service Levels that are required by each Tower Services Agreement.  Each proposed plan shall include a specific description of each proposed Systems Change and a corresponding Impact Analysis, and upon mutual agreement by the Parties, each such plan shall be referred to individually as a “Transformation Plan,” and such plans shall be referred to collectively as the “Transformation Plans.”

3.6.3        CSC shall perform the Transition and Transformation with minimal disruption to the business of Textron or any of the Service Recipients.

3.6.4        CSC shall be responsible for the overall management of the Transition and Transformation and shall keep the Transition and Transformation on schedule in

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accordance with the timetable set forth in the Transition Plan and the Transformation Plans, respectively.  In addition, CSC shall identify and resolve, or assist Textron and any Service Recipient in the resolution of (in the case of a Textron responsibility), any problems encountered in the timely completion of each task identified in the Transition Plan or in any Transformation Plan, whether the task is the responsibility of CSC or Textron.  CSC shall utilize information technology quality procedures of a level at least as high as those utilized by Textron immediately prior to the Signature Date and comply, insofar as practicable, with all relevant requirements under Section 8.2 (Managed Contracts), Section 8.3.5 (Transfer of Third Party Contracts), Section 8.7 (Required Consents) and the proper transfer of employees as part of CSC’s Transition and Transformation obligations.  Textron shall comply with all obligations specifically identified as Textron obligations in the Transition Plan and the Transformation Plans.

3.6.5        CSC shall provide Textron and those Service Recipients designated by Textron with weekly written progress reports that describe, in reasonable detail, the current status of the Transition (during the Transition Period) and Transformation (during the Transformation Period), indicate the progress of the work being performed, identify any actual or anticipated problems or delays, assess the impact of such problems or delays on CSC’s provision of the Services and describe all actions being taken or to be taken to remedy such problems or delays.

3.6.6        In the event that CSC fails to fulfill any of CSC’s material obligations with respect to the Transition or Transformation in accordance with the Transition Plan or any Transformation Plan and this Section 3 by the dates specified in the Transition Plan or the Transformation Plan, as the case may be, CSC shall, at Textron’s request and without prejudice to Textron’s other rights and remedies in Law or under this Agreement, arrange (at CSC’s own cost, except as provided below) all such additional resources as may be reasonably necessary to satisfy said obligations as early as practicable thereafter.  CSC shall notify Textron as soon as CSC becomes aware of the failure and shall follow any applicable escalation procedures in the Transition Plan or the applicable Transformation Plan.

3.6.7        In the event that CSC’s failure to fulfill any obligation in the Transition Plan or any Transformation Plan by the date specified in the Transition Plan or the applicable Transformation Plan, respectively, is primarily due to:

then the costs of the nature described in Section 3.6.6 shall be borne by Textron.

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3.6.8        Delivery and Delays Generally

(a)           CSC acknowledges and accepts that it is material to Textron’s strategic business and financial interests that CSC complete each deliverable specified in the Transition Plan and the Transformation Plans by the applicable Milestone Date and, accordingly, time is of the essence with respect thereto.

(b)           It is acknowledged and accepted by CSC that the Transition Plan and the Transformation Plans shall be designed so as to enable Textron to efficiently schedule Textron’s resources so as to complete Textron’s tasks outlined in such plans without disrupting Textron’s business.

(c)           The Transition Plan and the Transformation Plans may be modified during their operation only in accordance with the Change Control Procedures.

3.6.9        Textron Delay

(a)           In the event that CSC reasonably believes that Textron has, other than for reasons of a Force Majeure Event or default by CSC of any of its obligations, failed to complete a material task within Textron’s control and which is specified as Textron’s responsibility in the Transition Plan or in any Transformation Plan, and that failure to complete such material task will significantly hinder or delay the successful completion of the applicable plan’s next Key Deliverable, then CSC will promptly give Textron written notice thereof, and the Parties will agree on:

(i)            whether or to what extent Textron has failed to complete such material task;

(ii)           when Textron will complete such material task; and

(iii)          the date by which such material task must be completed before the applicable Transition or Transformation Plan will be significantly impacted (the “Completion Date”).

(b)           On the applicable Completion Date, if CSC reasonably believes that Textron has not completed such material task, then CSC will promptly give Textron written notice thereof and the Parties will agree on:

(i)            whether such material task has been completed or not;

(ii)           if not, the steps necessary for Textron to complete such material task;

(iii)          an estimate of when Textron will complete such material task;

(iv)          the impact, if any on the applicable Transition or Transformation Plan; and

(v)           an appropriate adjustment to the relevant Milestone Dates to take account of the impact (if any) of the delayed completion of such material task.

3.6.10      CSC and Textron shall each use commercially reasonable efforts to minimize the impact of a delay described in this Section 3.6 (each a “Delaying Event”) on the Transition Plan or any Transformation Plan, provided that such efforts do not adversely impact the quality of the tasks performed or the resulting Work Product.

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3.6.11      For the purpose of avoiding a Delaying Event, CSC shall promptly notify the Textron Program Executive in writing upon identifying Textron’s failure or likelihood of failure to complete a material task which is the responsibility of Textron in the Transition Plan or any Transformation Plan.  If CSC is of the reasonable view that the applicable plan cannot be adjusted (including by reprioritizing other obligations) to prevent CSC completing a certain obligation late, then that notice will specify:

(a)           that obligation or part thereof that CSC cannot carry out because of Textron’s failure (or likelihood of failure) to complete a material task; and

(b)           the date from which such failure to complete such material task will have a material effect on CSC being able to carry out all or any part of any of its obligations under the applicable Transition or Transformation Plan.

3.6.12      CSC Delay.

(a)           If CSC fails to satisfy a material obligation or provide an item of Work Product by the relevant Milestone Date in the Transition Plan or any Transformation Plan (which Milestone Date may be adjusted because of a Delaying Event, as contemplated above, or pursuant to a Change Request approved by Textron), CSC will accelerate work under the Transition Plan or the applicable Transformation Plan at no additional charge to Textron (by the provision of additional resources, including additional CSC Personnel and Subcontractors, if necessary) in order to facilitate the earliest completion of that late obligation or Work Product without there being any impact on the timing of any other obligation or Work Product.

(b)           If CSC fails to complete a material obligation or provide an item of Work Product in accordance with the Transition Plan or any Transformation Plan, Textron (in addition to being entitled to enforce CSC’s obligations above) may withhold payment with respect to that obligation, Work Product or the Transition Plan or Transformation Plan until such completion or provision, and CSC shall grant to Textron a credit against the charges as set forth in the Transition Plan, the Transformation Plan or Schedule I, as applicable.

(c)           CSC shall not be liable under this Section 3.6.12 if the reason for the failure to meet a Milestone Date for an obligation or Work Product is described in Section 3.6.7 or is a Force Majeure Event.

3.6.13      Textron shall have the right to test, accept and/or approve each Key Deliverable in the Transition Plan and the Transformation Plan (or components of any such plan), as applicable, in accordance with the acceptance criteria included in the applicable plan.

3.7          Extraordinary Events

3.7.1        A Party shall promptly notify the other Party of any event or series of events that it believes constitutes or is likely to constitute an Extraordinary Event.  If the Parties agree that an Extraordinary Event has occurred (or shall occur), the Parties shall (i) discuss the impact of such Extraordinary Event upon the Services or any part thereof; and (ii) renegotiate and adjust pricing for the affected Services, provided that Textron shall not be subject to any penalties by CSC as a result of any Extraordinary Event, and any revised pricing terms shall not put either Party in any worse a position (including the Service Charges payable by Textron or the quality of the Services) than it occupied prior to the occurrence of the Extraordinary Event.

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3.7.2        An “Extraordinary Event” means an increase or decrease of [***] percent ([***]%) or more during any [***] period, in the actual average [***] usage volume of any Resource Unit when compared with the applicable [***] Baseline Usage Volume for such period, to be calculated in accordance with the applicable provisions of Appendix C (Pricing) of each Tower Services Agreement.

3.8          Decrease in Resource Unit Usage Volume

3.8.1        In the event of a decrease at any Site outside of the United States of [***] percent ([***]%) or more, during any [***] period, in the actual average [***] usage volume at such Site of any Resource Unit when compared with the actual [***] usage volume of such Resource Unit during the [***] following the applicable Handover Date, CSC or its designated applicable CSC Affiliate shall be entitled to reimbursement of all redundancy payments in respect of employees (whether or not Transitioned Employees) of CSC or the applicable CSC Affiliate who devote at least [***] percent ([***]%) of their time to performing Services at the affected Site, whose employment is terminated in connection with such Resource Unit usage reduction and who are not redeployed to other tasks.  CSC shall use commercially reasonable efforts to mitigate the costs set forth herein.

3.8.2        For purposes of Section 3.8.1, “all redundancy payments” payments means, and shall be limited to, an amount equal to the higher of any redundancy payments required by (a) statute or other Law, or (b) either (i) redundancy payments made pursuant to contractual arrangements with the employee, subject to the Contractual Redundancy Cap (as defined below) or (ii) where there is no contractual arrangement with the employee, a settlement with the employee not to exceed an amount equal to [***] salary for each year of year of service recognized by CSC or the applicable CSC Affiliate (which may include years of employment by prior employers), with the salary rate being that in effect at the time of termination. The Contractual Redundancy Cap shall mean and be limited to an amount equal to the average amount of redundancy payments which Transitioned Employees in the country where the employee whose employment is terminated resides, having a comparable number of years of service, would have received at the time of termination from Textron under contractual arrangements with Textron in effect at the time of the applicable Handover Date.

3.8.3        Notwithstanding the foregoing, no redundancy reimbursement shall be payable by Textron with respect to: (a) termination for cause of an employee by CSC or a CSC Affiliate which is later determined to have been improper; (b) termination for the convenience of any employee of CSC or a CSC Affiliate under circumstances where the employee is replaced by an employee who performs the same work; or (c) circumstances where the employee is redeployed by CSC or a CSC Affiliate or is offered employment by Textron or a Textron Affiliate resulting in a failure to trigger applicable statutory or contractual provisions related to redundancy payments and thereby relieving CSC or the applicable CSC Affiliate from redundancy payment obligations.

3.9          Disaster Recovery

3.9.1        Beginning on the applicable Handover Date, CSC will be responsible for the testing and recovery of each of the Services in compliance with the provisions of Schedule B (Cross-Functional Obligations).

3.9.2        CSC shall maintain disaster recovery plans or take other measures with respect to its business not related to this Agreement or Textron such that a disaster with respect to such business will not impact CSC’s ability to perform its obligations under this

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Agreement, provided that this provision shall not obligate CSC to provide more disaster recovery services for Textron than Textron has purchased under the terms of this Agreement.

4.             PERFORMANCE STANDARDS AND SERVICE CREDITS

4.1          Performance of the Services

4.1.1        From the applicable Handover Date, in accordance with an agreed upon implementation schedule for Service Levels for the applicable Services, CSC shall at all times achieve or exceed the Performance Standards with respect to such Services and shall, unless otherwise agreed, perform the Services:

(a)           at least at the same level of performance with respect to accuracy, quality, completeness, timeliness, responsiveness and efficiency as was provided by or for Textron prior to the applicable Handover Date, as documented using a consistent measurement methodology;

(b)           with promptness, diligence and in a professional manner, in accordance with the practices and professional standards used by, and consistent with levels of performance achieved by, well-managed operations performing services similar to the Services;

(c)           using efficiently the resources or services necessary to provide the Services, where the charges to Textron are dependent upon such efficiency;

(d)           in a cost-effective manner consistent with the required level of quality and performance;

(e)           using, consistent with the Systems Change Management Procedure and the Technology Plan, proven, current technology that enables Textron to take advantage of technological advances in the information technology industry and supports Textron’s efforts to maintain competitiveness in the markets in which Textron competes; and

(f)            using adequate numbers of individuals that:

(i)            are appropriately experienced, qualified and trained, provided however that all In-Scope Employees performing work similar to the work they previously performed shall be deemed to fulfill these requirements with respect to the functions performed by such individuals as of the applicable Handover Date;

(ii)           are familiar with the requirements set forth in this Agreement, the Tower Services Agreements and the Local Enabling Agreements; and

(iii)          shall perform the Services with all reasonable skill, care and diligence.

4.1.2        CSC shall maintain the Infrastructure Systems in accordance with the Technology Plan as approved by Textron and, if required as a result of such plan, the Scope Change Procedure, so that they operate in accordance with this Agreement, including Schedule B (Cross-Functional Obligations) and the Policy and Procedures Manuals that are prepared in accordance with Schedule B.

4.2          Quality Assurance and Improvement Programs

4.2.1           Subject to Section 4.2.2, CSC shall utilize information technology quality procedures of a level at least as high as those utilized by Textron immediately prior to the applicable Handover Date, including Six Sigma and Lean Principles.

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4.2.2           In accordance with the Transformation Plans and the Technology Plans, CSC shall significantly enhance the delivery of the Services through the introduction of Software Tools, procedures and other improvements into Textron’s information technology environment so that the Services are performed at least in accordance with the Performance Standards, as those Performance Standards may be enhanced over the Term.  Such enhancements shall include:

(a)        as part of CSC’s total quality management process, CSC providing continuous quality assurance and

                     quality improvement through:

(i)           the identification and application of proven techniques and Software Tools from other installations within CSC’s operations that would benefit Textron operationally and/or financially;

(ii)          the implementation of programs, practices and measures (including checkpoint reviews, testing, acceptance, and other procedures for Textron to assure the quality of CSC’s performance) which shall be specified in the Policy and Procedures Manuals;

(iii)         utilizing such quality assurance and improvement tools and methodologies as Textron may specify from time to time, including those specified in Schedule B (Cross-Functional Obligations); and

(b)       CSC carrying out the initial enhancements described in Schedule I.A (Transition) and Schedule I.B (Transformation).

4.3          Periodic Reviews

Within [***] following the last to occur of the Transformation Completion Dates under the Tower Services Agreements and at least [***] each Contract Year thereafter, Textron and CSC shall review the Service Levels and shall make adjustments to them as appropriate to reflect improved performance capabilities associated with advances in the technology and methods used to perform the Services.  The Parties expect and understand that the Service Levels will be improved over time.  It is Textron’s desire to improve the Service Levels based on quality assurance and improvement tools and methodologies referenced in Section 4.2.2(a)(iii).  CSC shall also comply with any relevant reviews regarding CSC’s performance of the Services pursuant to Schedule B (Cross-Functional Obligations).

4.4          Failure to Perform

Subject to Section 12.2, if CSC fails to meet any Performance Standard (a “Service Problem”), CSC shall promptly:

4.4.1           [***] failure to meet the Performance Standard [***] the Service Problem;

4.4.2           [***] the Service Problem [***] the Service Level Agreement attached to the applicable Tower Services Agreement and [***];

4.4.3           [***] the Service Problem [***];

4.4.4           [***] the Service Problem [***] the Performance Standard; and

4.4.5           [***].

4.5          Service Credits

4.5.1        If CSC fails to meet a Service Level and such failure is not excused in accordance with Section 11.8 of Schedule B (Cross Functional Obligations), CSC shall pay Textron a service credit (or Textron may deduct that service credit from the Service Charges payable to CSC) in accordance with Schedule B (Cross-Functional Obligations).

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4.5.2        CSC acknowledges and agrees that the Service Credits are a price adjustment and are not an estimate of the loss or damage that may be suffered by Textron as a result of CSC’s failure to meet any Service Level.  Payment of any Service Credit by CSC under this Agreement is without prejudice to any entitlement Textron may have to damages at law or in equity from CSC resulting from, or otherwise arising with respect to, any such breach of this Agreement, or to any right of Textron to terminate this Agreement pursuant to Section 24.1, except as they may apply as a credit against such damages.

4.6          Measurement and Monitoring Tools

CSC shall use the necessary measurement and monitoring tools and procedures required to measure and report CSC’s performance of the Services against the applicable Performance Standards.  Such measurement and monitoring shall permit reporting at the enterprise level (Textron and all Service Recipients) with a level of detail sufficient to verify compliance with the Performance Standards, and shall be subject to Audit by Textron in accordance with Section 15.  CSC shall provide such data in a format commonly understood (e.g., Microsoft Access or Excel) that includes the identification of Business Unit and Site for Problems identified by Textron and, as much as possible, for Problems identified by CSC.  Textron and Service Recipients shall be able to review Service Level measurement and reporting information through the Textron web portal(s) described in Section 3.2.

5.             SERVICE CHARGES

5.1          General

All Service Charges shall be calculated in accordance with the terms of the Agreement, and Textron shall only be required to pay CSC amounts calculated in accordance with the Agreement.

5.2          Pass-Through Expenses

Textron’s payment of the Pass-Through Expenses shall be in accordance with, and subject to, the following:

5.2.1        If Annex D-2 to Schedule D (Pricing) identifies a particular expense as a Pass-Through Expense, CSC shall ensure that the original invoice for such Pass-Through Expense shall be addressed to Textron but sent to CSC and shall, as soon as practicable and in any event not more than [***] following receipt of the original Third Party invoice:

(a)           provide Textron with such original Third Party invoice;

(b)           review the invoice charges to determine the validity of the Pass-Through Expense; and

(c)           provide Textron with a written statement that the charges on the invoice are proper.

5.2.2        With respect to services or materials paid for on a Pass-Through Expenses basis, Textron reserves the right to:

(a)           obtain such services or materials directly from a Third Party;

(b)           designate the Third Party who will provide such services or materials;

(c)           designate the particular services or materials (e.g., equipment make and model) that CSC shall obtain, provided that if CSC demonstrates to Textron that such designation will have an adverse impact on CSC’s ability to meet the Service Levels, such designation shall be subject to CSC’s reasonable approval;

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(d)           designate the terms for obtaining such services or materials (e.g., purchase,  lease, lump sum payment or payment over time);

(e)           require CSC to identify and consider multiple sources for such services or materials, or to conduct a competitive procurement; and

(f)            review and approve the Pass-Through Expenses for such services or materials before entering into a contract for such services or materials.

5.2.3        CSC shall use commercially reasonable efforts to secure invoices from vendors and suppliers whose charges are designated as Pass-Through Expenses, and to validate and forward such invoices to Textron, within [***] after the provision of products or services to which such invoices relate.  CSC shall notify Textron of any invoice that it is unable to secure within a reasonable time after applicable products are delivered or services are provided.

5.3          Cost Improvement

5.3.1        During the Term, CSC shall plan for, identify and realize opportunities to reduce the Service Charges and the Pass-Through Expenses, and in so doing shall advise Textron in writing of each savings opportunity that is identified together with an estimate of the potential savings.

5.3.2        CSC shall use commercially reasonable efforts to persuade vendors to reduce their Pass-Through Expenses such that they are lower than, or equivalent to, the vendor’s current market prices for equivalent goods or services.  CSC shall identify ways in which, and assist Textron, to reduce volumes and consumption of the Services.

5.3.3        In the event CSC provides Textron with procurement services for information technology products and services, CSC will use commercially reasonable efforts to obtain for Textron the best pricing and financing rates then available for the products and services being procured.

5.3.4        If CSC offers services to any Third Party other than a government agency that are substantially similar to locations, volumes, scope, technological base and contract terms and conditions of the Services provided under this Agreement, and such services are offered or provided at a lower aggregate price than those charged to Textron, then Textron will receive the same aggregate price as such Third Party.

5.4          Significant Advances in Technology

5.4.1        Subject to Sections 13.3.1 and the Systems Change Management Procedure in Schedule K (Governance), if CSC adopts advanced state-of-the-art technology or processes that were not contemplated in the Transformation Plans, the Service Charges and the Services Descriptions as of the Signature Date and, as a result, the cost to CSC of supplying the Services materially decreases, CSC shall notify Textron in writing of the extent of the change.

5.4.2        As soon as reasonably practicable following such adoption, the Service Charges shall be revised so that CSC and Textron share the net benefit of the decreased cost equitably.

5.5          Taxes

5.5.1        Except as otherwise expressly provided below in this Section 5.5, each of Textron and CSC shall be responsible for:

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(a)           any Taxes assessed or imposed on or with respect to property or assets or interests therein owned or used (to the extent such use permits the imposition of such a Tax) by it (collectively, “Property Taxes”);

(b)           any Taxes imposed on or attributable to its business, employees, contractors, subcontractors or operations (collectively, “Business Taxes”); and

(c)           any Taxes imposed on or attributable to its income or receipts (collectively, “Income Taxes”).

5.5.2        The Parties shall, wherever legally permissible, use commercially reasonable efforts to enable each to determine and minimize its own Taxes arising from or associated with this Agreement, including, without limitation, the consummation of the transactions contemplated herein and the provision of the Services.

5.5.3        CSC shall be liable for any Business Taxes or Property Taxes payable by CSC on or with respect to any goods and services used or consumed by CSC exclusively for purposes of providing the Services.

5.5.4        CSC shall be liable for all Business Taxes and Property Taxes that are assessed against or incurred on or in connection with the transfer of assets from Textron to CSC, including without limitation the transfer of the Transferred Equipment, Software or the Assigned Contracts, together with any other goods or services transferred or provided by Textron to CSC.

5.5.5        The Parties shall, wherever legally permissible, use commercially reasonable efforts to cause the transfer of Assigned Contracts, Transferred Equipment or Software from Textron to CSC and, on the termination or expiration of this Agreement, from CSC to a Third Party supplier or back to Textron as part of Transition, Transformation  or Termination Assistance, or otherwise, to not be subject to any Business Taxes or Property Taxes; provided, if such treatment is not possible or permissible, the Parties shall, wherever legally permissible, use commercially reasonable efforts to minimize the amount of such Taxes.

5.5.6        Textron shall be liable for all Service Taxes.

5.5.7        CSC shall, where applicable, provide Textron with a Service Tax invoice or equivalent document to enable Textron, where possible, to reclaim or obtain a refund of the Service Tax from the relevant taxing authority and such invoice or document shall be provided by CSC in the format and within the timeframes required by law.

5.5.8        In the event that the use without charge by CSC of the Textron’s premises in the provision of the Services constitutes additional consideration for Property Tax purposes, each Party will issue to the other a tax invoice for the amount of the additional consideration, and shall pay to the other the amount of tax due thereon or agree on any other mutually convenient procedure which allows both Parties to discharge their tax obligations.

5.5.9        If a new Tax increases the cost of an item included in the Service Charges, CSC may apply to adjust the Service Charges to take account of the net effect of the new Tax, but that increase will not take effect, and Textron is not obliged to pay the amount claimed to be attributable to that new Tax, unless and until Textron is notified thereof in writing and is satisfied that:

(a)           the claimed increase is actually attributable to that Tax and takes into account reductions in any other Taxes; and

(b)           the Tax increase has affected the Service Charges for supplying the Services.

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5.5.10      Textron may withhold from any payments to CSC any Tax as required by Law but will provide CSC with a formal receipt or other document evidencing the withholding in the format and timeframe required by Law.  As soon as reasonably possible after Textron has determined that there is an obligation to deduct withholding Tax, Textron will inform CSC of the same.

5.5.11      In the event of any transfer of assets or Intellectual Property Rights under this Agreement, the transferee shall pay any applicable Business Taxes, Property Taxes or Service Taxes.  Textron and CSC shall use commercially reasonable efforts to minimize any such Taxes to the extent permitted by Law.

5.6          Incidental Expenses

Unless otherwise expressly stated in this Agreement, in a Project order or order for new services, all expenses that CSC incurs in performing the Services (including travel and lodging, document reproduction, shipping, and telephone expenses) are included in CSC’s Service Charges and rates as set forth in this Agreement.  Accordingly, such CSC expenses are not separately reimbursable by Textron unless, on a case-by-case basis for unusual expenses, Textron has agreed in advance in writing to reimburse CSC for such expenses.

5.7          Benchmarking

5.7.1        Textron shall have the right during the Term, beginning as of the [***] anniversary of the Signature Date, to benchmark the Service Charges for all of the Services in one or more Towers of Services, provided that the benchmarking of the Services for an individual Tower of Services cannot be undertaken more than [***].

5.7.2        A benchmarking under this Section shall be conducted by an independent industry recognized benchmarking service provider designated by Textron and approved by CSC (the “Benchmarker”), which approval shall not be unreasonably withheld or delayed, and CSC agrees that [***] and [***] are each acceptable as the Benchmarker.  Textron shall pay the charges for the Benchmarker.  The Parties shall each, at their own cost, cooperate with the Benchmarker and provide reasonable information requested by the Benchmarker relating to the Services, (including making available knowledgeable Personnel and pertinent documents and records but excluding CSC’s cost data) subject to the Benchmarker agreeing to comply with reasonable confidentiality restrictions.

5.7.3        The Benchmarker shall perform the benchmarking in accordance with the Benchmarker’s documented procedures and shall compare the Service Charges under this Agreement for the Services being benchmarked to the costs being incurred in a representative sample of information technology operations run by or for other entities.  The Benchmarker shall select the representative sample from entities:

(a)           identified by the Benchmarker and approved by the Parties, such approval not to be unreasonably withheld; and

(b)           identified by a Party and approved by the Benchmarker.

5.7.4        The following conditions shall apply to the representative sample contemplated in Section 5.7.3:

(a)           the representative sample shall include no more than [***] ([***]) entities;

(b)           that have outsourced information technology operations to entities similar to CSC; and

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(c)           the representative sample may include entities that are outsourcing customers of CSC.

5.7.5        The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances.  In conducting the benchmarking, the Benchmarker shall normalize the data used to perform the benchmarking to accommodate (a) differences in volume of services, scope of services, service levels, location, financing or payment streams between the Services and services performed for the comparison entity or entities, (b) the proportion of the Services in the individual Tower(s) of Services being benchmarked to the aggregate of Services provided by CSC and the pricing for such Services, and (c) other pertinent factors as determined by the Benchmarker.  Each Party shall be provided the opportunity to review, comment on and request changes in the Benchmarker’s proposed findings.  Following such review and comment, the Benchmarker shall issue a final report of its findings and conclusions.

5.7.6        If, in the final report of the Benchmarker after normalization, the charges to Textron under this Agreement for the benchmarked Services are not in the [***], then either of the following shall apply:

(a)           CSC shall give Textron written notice within [***] after issuance of Benchmarker’s final report that CSC accepts such final report, and CSC will promptly develop a plan and schedule, subject to approval of Textron, to bring CSC within the [***] in a reasonable amount of time but in no event longer than [***] after the final report being issued.  CSC shall then implement the plan and achieve the [***] in the designated period of time; or

(b)           if CSC (i) does not provide notification, (ii) fails promptly to develop a plan and schedule to the approval of Textron, or (iii) fails to implement the plan and achieve the [***] in the designated period, all as contemplated in Section 5.7.6(a), then Textron may terminate the benchmarked Services or any portion of them, subject to compliance with the termination provisions set forth in Section 12 of Schedule D (Pricing), by giving CSC not less than [***] written notice.  In the case of termination by Textron of Services in accordance with this Section, the charges payable under this Agreement for continuing Services shall be decreased to reflect the Services that are terminated.

(c)           In the event either Party disputes the final report and requests a subsequent benchmarking, the requesting Party shall pay for the subsequent Benchmarker.

6.             INVOICING AND PAYMENT

6.1          Invoicing

6.1.1        CSC (or a CSC Affiliate, as the case may be) shall render invoices for all amounts due under this Agreement on a [***] basis, as follows:

(a)           for each of the [***] prior to [***], the invoice shall be rendered on the [***] that immediately precedes the [***] in which the applicable Services are provided (or Signature Date, whichever is later), in an amount set forth in Annex D-4 to Schedule D (Pricing); applicable to [***] only.

(b)           for each of the [***] beginning with the [***] during which the [***] occurs, the invoice shall be rendered on the [***] that immediately precedes the [***] in which the applicable Services are provided, in an amount calculated by (i) multiplying the [***] for each Resource Unit set forth in Appendix C (adjusted where applicable and upon agreement of both Parties) to each Tower Services

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Agreement by the [***], totalling the resulting calculations, and (ii) adding to the foregoing total the [***] that is set forth in Annex D-4 to Schedule D (Pricing);

(c)           for the [***] beginning with the [***] during which the [***] occurs, the invoice shall be rendered on the [***] that immediately precedes the [***] in which the applicable Services are provided, in an amount calculated by:

(i)            multiplying the [***] for each Resource Unit set forth in Appendix C to each Tower Services Agreement by the [***] and totaling the resulting calculations,

(ii)           calculating the difference between the invoice rendered for [***] and the [***] based upon actual Resource Unit usage volume for[***],

(iii)          calculating the difference between the invoice rendered for each of the [***] beginning with the [***] during which the [***] occurs and the [***] beginning with the [***] during which the [***] occurs based upon actual Resource Unit usage volume for each of the [***] beginning with the [***] during which the [***] occurs

(iv)          adjusting the total amount of (i) to reflect the differences calculated in items (ii) and (iii) and totaling the resulting calculations

(v)           adding to the result of item (iv) the [***] for the applicable Contract Year that is set forth in Annex D-4 to Schedule D (Pricing).

(d)           for each [***] beginning with the [***] during which the [***] occurs and ending with the [***] during which [***] occurs, the invoice shall be rendered on the [***] that immediately precedes the [***] in which the applicable Services are provided, in an amount calculated by:

(i)            multiplying the [***] for each Resource Unit set forth in Appendix C to each Tower Services Agreement by the [***] and totaling the resulting calculations,

(ii)           calculating the difference between the invoice rendered for [***] and the [***] based upon actual Resource Unit usage volume for [***],

(iii)          adjusting the total amount of (i) to reflect the differences calculated in item (ii) and totaling the resulting calculations

(iv)          adding to the result of item (iii) the [***] for the applicable Contract Year that is set forth in Annex D-4 to Schedule D (Pricing).

(e)           for the [***] beginning with the [***] during which the [***] occurs, the invoice shall be rendered in arrears on the [***] following the [***] in which the applicable Services are provided, in an amount calculated by:

(i)            multiplying the [***] in which the applicable Services are provided for each Resource Unit set forth in Appendix C to each Tower Services Agreement by the [***] and totaling the resulting calculations,

(ii)           calculating the difference between the invoice rendered for [***] and the [***] based upon [***],

(iii)          calculating the difference between the [***] and the [***] based upon [***],

(iv)          adjusting the total amount of (i) to reflect the differences calculated in items (ii) and (iii) and totaling the resulting calculations

(v)           adding to the result of item (iv) the [***] for the applicable Contract Year that is set forth in Annex D-4 to Schedule D (Pricing).

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(f)            for the [***] beginning with the [***] during which the [***] occurs, and onward, the invoice shall be rendered in arrears on the [***] following the [***] in which the applicable Services are provided, in an amount calculated by:

(i)            multiplying the [***] in which the applicable Services are provided for each Resource Unit set forth in Appendix C to each Tower Services Agreement by the applicable [***] and totaling the resulting calculations,

(ii)           adding to the result of item (i) the [***] for the applicable Contract Year that is set forth in Annex D-4 to Schedule D (Pricing), provided, however, that if the [***] has not occurred by the [***] after the [***] during which the [***] occurs, Textron shall be entitled, without respect to the limitations set forth in Section 6.8, to withhold all further amounts covered by this item until the final Transformation Completion Date has occurred, and all amounts so withheld shall become due and payable within [***] after the occurrence of the final Transformation Completion Date.

CSC shall promptly and properly ▇▇▇▇ and invoice all Service Charges, Pass-Through Expenses and any other charges for which Textron is responsible.

6.1.2        Invoices shall be rendered to Textron and to individual Service Recipients designated by Textron, as follows:

(a)           individual Service Recipients designated in Annex D-3 to Schedule D (Pricing) will be invoiced by designated CSC Affiliates for Services performed for the designated invoice recipients and, if applicable, for other designated Service Recipients; and

(b)           Textron will be invoiced by CSC for all Services not included on invoices rendered to designated Service Recipients.

6.1.3        Invoices shall set forth the following:

6.1.4        CSC acknowledges that Textron’s invoicing and payment requirements will need to be designed jointly by Textron and CSC, will need to remain flexible and will change from time to time, and that CSC shall comply with and accommodate such changes to invoicing and payment requirements as Textron may require; provided that such changes do not have a material adverse affect on CSC.  Such changes shall not include changing the due date for payment.

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6.2          Payment Due

Subject to the other provisions of this Section 6 and CSC performing the Services in accordance with this Agreement, invoices provided in accordance with Section 6.1 will be due and payable by Textron within [***] of the date the invoices were received.  CSC may charge interest at an annual percentage rate equal to [***] percent ([***]%) or the maximum rate permitted by Law, whichever is lower, calculated as of the original due date and accruing from such date until payment is made, in the event that Textron or a Service Recipient fails to make any payment in a timely manner.

6.3          Proration

Periodic charges under this Agreement shall be calculated on a calendar [***] basis, and shall be prorated for any [***].

6.4          Prepaid Amounts

6.4.1        Where Textron has prepaid for a service or function for which CSC is assuming financial responsibility under this Agreement, upon either Party identifying the prepayment, CSC shall promptly refund to Textron that portion of such prepaid expense which is attributable to periods on and after the applicable Handover Date.

6.4.2        Where CSC has prepaid for a service or function for which Textron is assuming upon expiration or termination of this Agreement or discontinuation of any Services, upon either Party identifying the prepayment, Textron shall promptly refund to CSC that portion of such prepaid expense which is attributable to periods on and after the applicable date of termination or expiration.

6.5          Refunds and Credits

6.5.1        If CSC receives a refund, credit or other rebate from a Third Party for goods or services previously paid for by Textron (including Pass-Through Expenses), CSC shall promptly notify Textron of such refund, credit or rebate and shall promptly pay the full amount of such refund, credit or rebate, as the case may be, to Textron.

6.5.2        If Textron receives a refund, credit or other rebate from a Third Party for goods or services previously paid for by CSC (including Pass-Through Expenses, Textron shall promptly notify CSC of such refund, credit or rebate and shall promptly pay the full amount of such refund, credit or rebate, as the case may be, to CSC.

6.6          Deductions

With respect to any amount to be paid by Textron hereunder, Textron may deduct from such amount any undisputed amount that CSC is obligated to pay Textron hereunder.

6.7          Accountability

CSC shall provide Textron with documentation and other information with respect to each invoice as may be reasonably requested by Textron to verify the accuracy of the invoice and compliance with the provisions of this Agreement.  Invoices for billable resources shall include weekly time reporting records for each billable Project resource showing hours worked during that month, sorted by Project code (or reference to the applicable Change Request).

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6.8          Disputed Charges

Textron shall pay undisputed charges when those payments are due.  Textron may withhold payment of any charges that Textron disputes in good faith; provided however, disputed amounts withheld by Textron in good faith may not exceed (a) an aggregate amount of [***] prior billing measured at the time the first disputed amount is withheld (if the total amount withheld includes amounts withheld in more than [***]) plus (b) any amounts withheld solely due to computational errors in the invoice disputed.  Except as set forth in the preceding sentence and as otherwise expressly set forth in the Agreement, Textron shall have no other right to deduct, withhold or set off.  Nothing in the foregoing sentence shall limit or prejudice Textron’s right to dispute charges in good faith.

6.9          Net Payments to Textron

If, for any month, the amounts payable by CSC to Textron exceed the amounts payable by Textron to CSC for that month, CSC shall pay that net amount to Textron within [***] following the end of such month.

7.             TEXTRON FACILITIES

7.1          Provision of Textron Facilities

7.1.1           During the Term, Textron shall provide to CSC, and CSC shall utilize in providing the Services, the space, furnishings and fixtures specified in Schedule C (Service Recipients and Textron Facilities) or comparable facilities (collectively, the “Textron Facilities”).  CSC shall be responsible for providing, at CSC’s own cost, any other facilities and support CSC needs to provide the Services and to perform CSC’s obligations under this Agreement.

7.1.2           CSC acknowledges that the Textron Facilities are provided by Textron in their “as is, where is” condition without warranty, express or implied, as of the applicable Handover Date (or such later date that such Textron Facilities are provided).

7.1.3           Textron shall bear the costs of providing the Textron Facilities and all lease, support, maintenance or related leasehold improvements (subject to Section 7.3.2) with respect to the Textron Facilities, including the structures, roof, exterior and interior walls, electrical systems, water, sewer, lights, heating, ventilation and air conditions (HVAC) systems, physical security systems, fire suppression systems, general custodial services and other infrastructure components relating to the facilities (including monitoring and maintaining all uninterruptable power supply (UPS) system, backup power generators, air handlers and water chillers that support the facilities).  Textron will maintain, and support such facilities to the extent necessary for CSC to utilize the facilities in order to provide the Services in accordance with the Service Levels and CSC’s other obligations.  In addition, Textron shall improve, modify, expand and upgrade the facilities upon mutual agreement by the Parties.

7.1.4           CSC shall permit Textron and its agents and representatives to enter into those portions of the Textron Facilities occupied by CSC or CSC’s Personnel at any time and for any reason, including to perform maintenance and services related to such Textron Facilities, subject to reasonable safety and security requirements.

7.1.5           Textron shall be entitled to schedule and undertake pre-planned maintenance, repairs, shutdowns and alterations with respect to the Textron Facilities to the extent it does not degrade Services or increase CSC’s cost.  Textron shall be entitled to undertake emergency repairs, shutdowns and alterations with respect to the Textron Facilities. 

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Other than in the case of emergencies, Textron shall give CSC reasonable notice of the same, and in all cases shall work with CSC to minimize the impact of such activities on CSC’s ability to perform the Services.

7.2          Rights in Textron Facilities

7.2.1           Nothing in this Agreement shall be deemed to grant to CSC a leasehold or other property interest in the Textron Facilities, nor any exclusive right to occupy or use the same, or to transfer any title in the Textron Facilities to CSC and CSC hereby expressly disclaims any such interest or title.

7.2.2           In the event that a Textron Facility is subject to a lease or mortgage (each a “Property Interest”), then the limited licenses to utilize the Textron Facilities granted to CSC hereunder shall be subject, and subordinate, to such Property Interest.  CSC shall comply with the terms of such Property Interests.

7.2.3           At the request of Textron, CSC and Textron shall enter into a license with respect to each of the Textron Facilities in such form as may be needed to comply with any Property Interest.

7.3          Use of Textron Facilities

7.3.1           CSC shall use the Textron Facilities in a reasonably efficient manner, minimizing interference with Textron’s or Textron’s subcontractors’ operations.  To the extent that the Parties agree that CSC utilizes the space in a manner that unnecessarily increases the Textron Facilities operational costs incurred by Textron, Textron shall have the right to deduct the excess Textron Facilities costs of such utilization pursuant to Section 6.6.

7.3.2           CSC shall keep the Textron Facilities in good order, shall not commit or permit waste or damage to such Textron Facilities, shall not use such Textron Facilities for any unlawful purpose or act, and shall comply with Textron’s standard policies and procedures as made available to CSC regarding access to and use of the Textron Facilities, including procedures for the security and health and safety requirements of the Textron Facilities.

7.3.3           CSC shall only use the Textron Facilities for the purpose of providing the Services or back office activities related to the Services.  CSC shall not perform any services for any of its other clients, and shall not permit any CSC Subcontractors to perform any services for any other clients, while at the Textron Facilities and/or from the Textron Facilities.  CSC shall not permit any other person or entity to use the Textron Facilities, other than the CSC Subcontractors, without Textron’s prior written approval, which may be granted or withheld in Textron’s sole discretion.

7.3.4           CSC shall be responsible for any damage or waste to the Textron Facilities resulting from the abuse, misuse, neglect or negligence by CSC’s Personnel or other failure to comply with CSC’s obligations in respect to the Textron Facilities.  In the event of such damage or waste, CSC shall repair such damage or, if Textron repairs such damage, compensate Textron for the cost of such repair.

7.3.5           CSC shall not make any improvements or alterations involving structural, mechanical or electrical modifications to the Textron Facilities without Textron’s prior written approval, which may be granted or withheld in Textron’s sole discretion.  Any

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improvements or alterations to the Textron Facilities shall automatically become the property of Textron.

7.3.6           CSC shall coordinate the installation of Equipment at the Textron Facilities with Textron.  The installation of Equipment that materially increases the power, cooling or weight requirements for a Textron Facility shall be subject to Textron’s prior written approval, which may be granted or withheld in Textron’s sole discretion.

7.4          Relocation of Facilities

7.4.1           Textron may, upon reasonable notice to CSC, (a) relocate any space being used by CSC in a Textron Facility or (b) direct CSC to cease using all or part of any space in a Textron Facility.  If the requirement for CSC to relocate results in additional costs to CSC, the Parties will follow the Scope Change Procedure to reflect the increase in CSC’s costs of delivering the Services as well as any moving expense. Through the Scope Change Procedure, the Parties will also agree upon, if necessary, Changes in CSC’s performance obligations to the extent that they are affected by the relocation, whether on a one-time or ongoing basis or both.  CSC will use commercially reasonable efforts to minimize such costs and Changes to its performance obligations.

7.4.2           Except as specified in Section 7.4.1, CSC shall not relocate, migrate or consolidate the performance of the Services without Textron’s prior written consent; provided that relocations, migrations and consolidations provided in mutually agreed upon Transformation Plans and Technology Plans are deemed approved by Textron.

7.5          Return of Textron Facilities

In the event the Parties mutually agree that any of the Textron Facilities are no longer required for the performance of the Services or upon Termination of this Agreement, CSC shall promptly return such Textron Facilities to Textron in substantially the same condition as when CSC began to use such Textron Facilities, subject to ordinary wear and tear.

8.             EQUIPMENT AND THIRD PARTY CONTRACTS

8.1          Textron-Owned Existing Equipment

8.1.1           As of the applicable Handover Date, Textron shall sell, and CSC shall purchase, the Transferred Equipment owned by Textron as identified in Annex F-4 of Schedule F (Existing Equipment and Software) for the amount set forth in such Annex.  Usual and customary bills of sale and other similar documents shall be provided to a Party in respect of any Transferred Equipment at such Party’s request.

8.1.2           With respect to:

(a)       Existing Equipment other than the Transferred Equipment set forth in Annex F-5 of Schedule F (Existing Equipment and Software) that is owned or leased by Textron; and

(b)       Equipment purchased by Textron pursuant to Sections 8.5.2 or 8.5.3,

Textron grants to CSC, during the Term, the rights of access to and use of Textron-Owned Equipment and Textron-Leased Equipment to the extent necessary to provide the Services for the benefit of Textron and CSC’s use of Textron-Leased Equipment shall be subject to the terms of any relevant Lease.  CSC shall manage Textron-

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Retained Leases to Textron-Leased Equipment as Managed Contracts, as set forth in Section 8.2.

8.1.3           CSC shall not perform any services for any of its other clients, and shall not permit any CSC Subcontractors to perform any services for any other clients, using any Textron-Owned Equipment or Textron-Leased Equipment.  CSC shall not permit any other person to use Textron-Owned Equipment or Textron-Leased Equipment, other than CSC Subcontractors that have been previously approved by Textron for such use and CSC Affiliates providing Services to Service Recipients.  CSC shall be responsible for any damage to or loss of Textron-Owned Equipment or Textron-Leased Equipment located at any CSC Facility and for any damage to or loss caused by CSC Personnel of Textron-Owned Equipment or Textron-Leased Equipment located at any CSC Facility.  In the event of such damage or loss, CSC shall repair the damage or loss and/or (if Textron rectifies) compensate Textron for the cost of such rectification.

8.1.4           CSC acknowledges and agrees that CSC has no legal or equitable claim to the Existing Equipment owned by Textron or leased by Textron from any Third Party.  CSC further agrees that CSC’s access and use of the Existing Equipment during the Term will not give rise any such ownership or other rights in the Existing Equipment and that CSC will not contest the ownership of such Equipment.

8.1.5           Throughout the Term and thereafter for the purposes of Termination Assistance, CSC shall keep any Existing Equipment that CSC uses to provide the Services separately identified from the property of CSC and of Third Parties.

8.1.6           CSC shall not pledge or encumber, or in any way agree to or permit the imposition of a lien or any security interest attributable to actions of CSC or any CSC Subcontractor on, any of the Existing Equipment, which shall at all times remain Textron’s or the applicable Third Party lessor’s property.  CSC hereby waives and agrees to waive any rights which may arise under Law for CSC to impose a lien on the Existing Equipment for any sums due to CSC by Textron pursuant to this Agreement.

8.1.7           Should Textron wish to consolidate or relocate some or all of the Textron-Owned Equipment or Textron-Leased Equipment during the Term, then the Parties must first agree to a consolidation/relocation plan (which may include the sale of Textron-Owned Equipment to or the assumption of relevant Leases by CSC and allocation of risk associated with such consolidation or relocation).  The sale of any Textron-Owned Equipment shall be made in accordance with this Agreement, and Textron-Leased Equipment shall be transferred pursuant to Section 8.5 with CSC obtaining all Required Consents, including in accordance with Section 8.7.

8.1.8           Textron shall be responsible for terminating existing Leases for Textron-Leased Equipment on the applicable expiration dates and for avoiding automatic renewal of any such Leases.  CSC shall cooperate with Textron  in connection with termination of such Leases and in planning and preparation for Refresh of Textron-Leased Equipment upon Lease expiration.

8.2          Managed Contracts

8.2.1           Subject to Section 8.6, CSC will, from the applicable Handover Date, administer the Managed Contracts.  For purposes of this section, the “Handover Date” for a Third Party Contract added to Annex F-3 to Schedule F (Existing Equipment and Software)

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after the Signature Date shall be the later of the actual Handover Date or the date that the Third Party Contract is added to Annex F-3 to Schedule F.

8.2.2           Subject to CSC obtaining any Required Consents pursuant to Section 8.6, Textron hereby authorizes CSC to administer the Managed Contracts and will promptly notify all appropriate Third Party suppliers of such authorization.  CSC shall not have any right to ▇▇▇, claim or take any legal actions (or any precursors to such actions) in Textron’s name with respect to the Managed Contracts, and CSC shall inform Textron of any issues arising out of or relating to the Managed Contracts.

8.2.3           CSC shall, from the applicable Handover Date, administer the Managed Contracts including managing Third Party suppliers, informing Textron when any Managed Contracts are due for renewal, and using Equipment, Software or other subject matter of any Managed Contract in compliance with the provisions of the applicable Managed Contracts.  CSC’s responsibility for the Managed Contracts shall be to manage only, and it shall not have any liability for the operational or other failure of any seller or other provider under a Managed Contract (except insofar as such failure is due to a failure to manage properly). In the event of an operational or other failure of any seller or other provider under a Managed Contract, CSC shall, upon request, demonstrate to Textron that it has exercised reasonable managerial measures.

8.2.4           Textron shall pay the charges under the Managed Contracts directly.

8.3          Transfer of Third Party Contracts

8.3.1           Subject to the CSC having obtained any Required Consents pursuant to Section 8.6, as of the applicable Handover Date, Textron shall assign or novate, as Textron shall deem appropriate in its sole discretion, to CSC, and CSC shall accept such assignment or novation, as applicable, for, those Existing Equipment Leases, Third Party Service Contracts and Third Party Software Contracts listed in Annex F-2 of Schedule F (Existing Equipment and Software) (collectively, the “Assigned Contracts”).  The Parties shall enter into an assignment or a novation agreement, as applicable, substantially in the form attached to Schedule F (Existing Equipment and Software) with respect to the Assigned Contracts.

8.3.2           CSC shall comply with the duties imposed on Textron under the Assigned Contracts and shall pay directly (or reimburse Textron if Textron has paid) the charges under the Assigned Contracts that are attributable to periods on and after the applicable Handover Date.  Textron shall be responsible for compliance and charges attributable to periods prior to the applicable Handover Date.  For purposes of this section, the “Handover Date” for a Third Party Contract added to Annex F-2 to Schedule F (Existing Equipment and Software) after the Signature Date shall be the later of the actual Handover Date or the date that the Third Party Contract is added to Annex F-2 to Schedule F.

8.3.3           Textron shall be responsible for charges for maintenance under any Lease for Midrange Legacy Servers in accordance with Appendix 2C to Attachment 2), and except for such Midrange Legacy Servers CSC shall be responsible for maintenance charges for any other Supported Equipment under any Lease which is a Managed Contract or an Assigned Contract.

8.3.4           CSC shall pay any fees or charges associated with the assignment, novation or consent, as applicable, of the Assigned Contracts and Managed Contracts that have been

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identified by Textron or CSC on Annex F-2 and F-3 to Schedule F (Existing Equipment and Software).  Textron shall pay any fees or charges associated with the assignment, novation or consent, as applicable, of any Third Party Contracts related to the Services which have been identified by Textron or CSC subsequent to the Signature Date and prior to the first anniversary of the first Handover Date and which Textron elects to add to Annex F-2 or F-3 to Schedule F.  In connection with any such contract, CSC shall provide a proposal showing the difference in pricing (up or down) if the contract is to assigned to CSC.  Upon receipt of the proposal, Textron shall elect to: (i) add the contract to Annex F-2 to Schedule F, in which case the pricing shall be adjusted up or down in accordance with CSC’s proposal; (ii) add the contract to Annex F-3 to Schedule F and treat the contract as a Managed Contract; or (iii) terminate the contract at Textron’s expense. CSC shall use commercially reasonable efforts to minimize the costs to Textron of any consents. If during the first year after the applicable Handover Date Textron elects to treat the contract as a Managed Contract, and CSC can administer such contract with its existing dedicated staff without incurring additional cost and without impacting its ability to perform other Services, there shall be no adjustment in pricing. If CSC will incur additional cost or if its ability to perform other Services using the existing dedicated staff for other Services is impaired, the election to add the contract as a Managed Contract shall be treated as a Scope Change.  Any Third Party Contract which Textron elects to add as an Assigned Contract or Managed Contract subsequent to the first anniversary of the applicable Handover Date shall be treated a Scope Change.

8.3.5           CSC shall pay (or reimburse Textron if Textron has paid) the charges under the Assigned Contracts that are attributable to periods on and after the applicable Handover Date to Textron directly.  Textron shall be responsible for charges attributable to periods prior to the applicable Handover Date.  For purposes of this section, the “Handover Date” for a Third Party Contract added to Annex F-2 to Schedule F (Existing Equipment and Software) after the Signature Date shall be the later of the actual Handover Date or the date that the Third Party Contract is added to Annex F-2 to Schedule F.

8.4          Right of Use Under Managed Contracts

8.4.1           Other than with respect to the Assigned Contracts and subject to the Parties having obtained any Required Consents, with effect from the applicable Handover Date, Textron grants to CSC during the Term and solely to the extent necessary for performing the Services, rights of access to and use of the Managed Contracts (“Rights of Use”).

8.4.2           CSC shall comply with the duties, other than payment obligations, that are imposed on Textron under the Managed Contracts, including, without limitation, use restrictions and confidentiality obligations, and CSC shall not seek to modify or otherwise revoke such terms.

8.4.3           Textron will, from the applicable Handover Date, not terminate, extend, amend or substitute for any Managed Contract without prior written notice to CSC.  CSC will, from the applicable Handover Date, be authorized to serve as Textron’s agent to terminate, extend or amend any Managed Contract with the prior written consent of Textron. Textron shall exercise termination, extension and other rights thereunder as CSC reasonably directs in writing with respect to such Managed Contracts after consultation with Textron; provided that CSC shall be responsible for all costs, charges and fees associated with the exercise of such rights with respect to a Managed Contract

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unless such costs and fees are incurred as a result of termination of the Managed Contract by reason of a material breach by the Textron contractor, in which case Textron shall be responsible.  If Textron exercises termination, extension and other rights under a Managed Contract on Textron’s own initiative, without request by CSC, Textron shall be responsible for all costs, charges and fees associated with the exercise of such rights.  Nothing in this Section 8.4.3 shall be construed as altering Textron’s financial responsibility for Managed Contracts other than as described with respect to termination or extension.

8.4.4           Except as otherwise requested or approved by Textron (or the relevant licensor), CSC shall cease all exercise of rights under the Managed Contracts, upon Termination of this Agreement.

8.5          Equipment Acquisitions during the Term

8.5.1           Subject to Section 8.5.3 and the Technology Plan, CSC shall acquire Equipment, including modifications, upgrades, enhancements, additions and replacements of Existing Equipment that is Supported Equipment, as necessary or appropriate to provide the Services.  Such Equipment shall be acquired in the name of CSC and title shall vest in CSC, except as set forth in Sections 8.5.2 and 8.5.3.

8.5.2           Modifications, upgrades and enhancements of Existing Equipment that is Supported Equipment shall be acquired in the name of Textron (and title shall vest in Textron), to the extent that Textron or any of its Affiliates remains the owner of such Existing Equipment, and shall be treated in accordance with the governing lease to the extent that Textron remains the lessee of such Existing Equipment.

8.5.3           With respect to Equipment acquisitions identified in Section 8.3 of Schedule B (Cross Functional Obligations), acquisition costs for such Equipment shall be treated as described in such Section 8.3, and such Equipment shall be purchased or leased in the name of Textron unless Textron requires otherwise in writing.

8.6          Required Consents

CSC shall obtain, insofar as practicable as of the applicable Handover Date, the Required Consents for Third Party Contracts identified in Schedule F (Existing Equipment and Software) prior to the applicable Handover Date.  If a Required Consent is not obtained, then unless and until such Required Consent is obtained, CSC shall determine and adopt such alternative approaches as are appropriate to provide the Services without such Required Consents subject to Textron’s prior approval.  Required Consents include any consents necessary to enable CSC Subcontractors to perform the Services.

8.7          Shared-Host Processor License

In the event CSC performs any Services using a shared-host processor, CSC will be responsible, and will not charge Textron, for any software license and maintenance fees attributable to CSC’s use of a processor larger than would be necessary to run Textron’s work alone.

8.8          Subcontractors

The grant by Textron to CSC of a license to use or of rights of access and use pursuant to this Section 8 shall be deemed to include the grant of such license or rights to CSC Subcontractors subject to Textron’s prior written approval and to the provisions of this Agreement.

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8.9          Relocation of Equipment

Except as provided in any Transformation Plan or Technology Plan that has been mutually agreed upon by the Parties, CSC shall not migrate, consolidate or relocate any Equipment related to the Services, or the performance of the Services, to any location or facility, without Textron’s prior written approval, which may be granted or withheld in Textron’s sole discretion.

9.             SOFTWARE AND PROPRIETARY RIGHTS

9.1          Intellectual Property Rights Existing at the Signature Date

This Agreement shall not be deemed to assign to any Party any Intellectual Property Rights existing at the Signature Date.  Neither the existence of this Agreement nor the provision of Services hereunder shall be used as a justification by a Party to contest the other’s ownership of any such Intellectual Property Rights.

9.2          Textron Software and Textron Material

9.2.1           Textron shall have and retain all right, title and interest in and to the Textron Software, the Textron Material and the Work Product (to the extent that rights in the same have been assigned to Textron pursuant to Section 9.5), including all Intellectual Property Rights therein.

9.2.2           Textron hereby grants to CSC a world-wide, fully paid-up, non-exclusive, non-transferable license during the Term to access and execute the Textron Software, the Textron Material and the Work Product (to the extent that rights in the same have been assigned to Textron pursuant to Section 9.5) solely to the extent necessary and for the sole purpose of performing CSC’s obligations under this Agreement, with the right to grant sublicenses thereunder to the CSC Subcontractors solely for such purpose.

9.2.3           The Textron Software, the Textron Material and the Work Product (to the extent that rights in the same have been assigned to Textron pursuant to Section 9.5) shall be made available to CSC in such form and on such media as exists at the Signature Date and, with respect to the Textron Software, the Textron Material and the Work Product (to the extent that rights in the same have been assigned to Textron pursuant to Section 9.5) supplied after the Signature Date, in such form and on such media as may be agreed between the Parties.

9.2.4           CSC shall cease any and all access and use of the Textron Software, the Textron Material, and the Work Product (in which rights have been assigned to Textron pursuant to Section 9.5) upon expiration or Termination of this Agreement, except during any Termination Assistance Period.

9.3          CSC Software and CSC Material

9.3.1           Subject to the license and rights granted in Section 9.3.4, CSC shall retain all right, title and interest in and to the CSC Software and the CSC Material, including all derivative works and other Intellectual Property Rights therein.

9.3.2           CSC shall not use any of the CSC Software (other than Software such as tools, scripts, monitoring and similar types of software, and software CSC uses for its internal administration) as part of, or in the provision of, the Services without obtaining Textron’s prior written approval.

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9.3.3           CSC shall be responsible for installing, operating and maintaining the CSC Software at CSC’s own expense.

9.3.4           CSC hereby grants to Textron, solely for its internal use, a worldwide, fully paid-up, non-exclusive, non-transferable license to use, execute, operate, adapt, copy, maintain, support, modify, display, distribute, perform and enhance (as may be reasonably necessary for Textron and the Service Recipients to receive the Services under this Agreement or to enjoy all of the benefits hereof) the CSC Software and the CSC Material for the purpose of Textron and the Service Recipients obtaining the benefit of the Services during the Term and without further consideration to CSC.  The license granted under this Section 9.3.4 includes the right to grant sublicenses to Service Recipients and End Users and to contractors of Textron, Service Recipients and End Users and shall take effect on the date that the relevant CSC Software or CSC Material is first used by or on behalf of CSC to provide the Services.

9.3.5           With effect from and after the Termination Date, CSC grants to Textron, solely for its internal use, a worldwide, fully paid-up, non-exclusive, non-transferable license to use, execute, operate, adapt, copy, maintain, support, modify, display, distribute, perform and enhance the CSC Software and the CSC Material as may be reasonably necessary for the purpose of enabling Textron, the Service Recipients and the End Users to receive services similar to the Services but not for any commercialization purposes, without further consideration.  The license granted under this Section 9.3.5 includes the right to grant sublicenses to Service Recipients and End Users and to contractors of Textron, Service Recipients and End Users.

9.3.6           Prior to the Termination Date, at Textron’s request, the Parties shall use commercially reasonable efforts to agree to the terms pursuant to which CSC will support the CSC Software and the CSC Material after Termination, provided that such terms shall be no more restrictive than those offered by CSC to entities similarly situated to Textron.

9.3.7           For purposes of clarification, the provisions of this Agreement shall not apply to any of CSC’s software licensed directly to Textron outside the scope of this Agreement.

9.4          Third Party Software

9.4.1           CSC shall secure the grant to Textron, the Service Recipients, and its and their respective employees and designees, solely for their internal use, of a license to all Third Party Software adequate to permit Textron, the Service Recipients and End Users to receive the Services during the Term without further consideration.  For the avoidance of doubt, financial responsibility for Software is allocated between the Parties as set forth in Schedule B and nothing in this Section 9.4.1 is intended to broaden CSC’s financial responsibility.

9.4.2           CSC shall not introduce any Third Party Software that is not commercially available as part of, or in the provision of, the Services without obtaining Textron’s prior written approval, which may be granted or withheld in Textron’s sole discretion.

9.4.3           If Textron so requests, CSC shall promptly supply Textron with a list of Third Party Software licensed or otherwise supplied to CSC in connection with the Services.

9.4.4           With effect from and after the Termination Date, CSC shall use commercially reasonable efforts but without additional cost to CSC to secure the grant to Textron, the Service Recipients, and its and their respective employees and designees, of a world-

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wide, fully paid-up, non-exclusive, non-transferable license to use, execute, operate, adapt, copy, maintain, support, modify, prepare derivative works based on, display, distribute, perform and enhance the Third Party Software, without further consideration, as may be reasonably necessary for the purpose of enabling them to receive services similar to the Services performed under this Agreement.

9.5          Work Product

9.5.1           Subject to Section 9.1 and the rights of any Third Party, Textron shall have and hold all right, title and interest (including Intellectual Property Rights) in and to any and all Work Product, together with all copies thereof, subject, in the case of Modifications to Textron Software, Textron Material, or Third Party Software, to the terms of the relevant licenses or contracts; provided however that Textron shall not obtain any such rights (except rights necessary to receive the Services during the term of this Agreement and thereafter) in any derivative works based on CSC Material, CSC Software, or Third Party Software ..  Notwithstanding the foregoing, Textron’s rights in Textron Data and, without Textron’s prior written consent, derivative works based on Textron Software and Textron Material shall not be subject to the rights of any Third Party.  To the extent that any such right, title and interest does not vest in Textron by operation of Law, CSC hereby irrevocably assigns and agrees to assign (free from any encumbrance) all right, title and interest (including all Intellectual Property Rights) in and to the Work Product without further consideration.  CSC shall secure a waiver of all applicable Intellectual Property Rights from the holders of such rights.  For the avoidance of doubt, this assignment shall not be affected in any way by the rejection of any Work Product by Textron under this Agreement or the termination, in whole or in part, of this Agreement by Textron.

9.5.2           Textron hereby grants CSC a world-wide, fully paid-up, non-exclusive, non-transferable license to access and use the Work Product to the extent necessary and for the sole purpose of performing CSC’s obligations under this Agreement, with the right to grant sublicenses thereunder to CSC Subcontractors only for such purpose.  The license granted under this Section 9.5.2 shall take effect on the date that the relevant Work Product is created and shall continue until the date that item ceases to be used in the performance of the Services (in which event CSC shall promptly comply with Section 16.7) and, in any event, such license shall cease on the later of the date of Termination and the end of the period during which Termination Assistance is provided.

9.6          Third Party Application Software Acquired During Term

CSC shall not use any Third Party Software in Tier 3 for which Textron has financial responsibility, and in Tier 4 and Tier 5 that is not commercially available as part of, or directly in the provision of, the Services, other than service delivery software that is not used by Textron or any Service Recipient or End User, without Textron’s prior written approval, which may be granted or withheld in Textron’s sole discretion. Subject to the Change Control Procedure, CSC shall install, operate, and support (and otherwise treat in the same manner as Third Party Applications Software existing as of the applicable Handover Date) additional Third Party Applications Software that Textron may designate from time to time during the Term.

9.7          Third Party Systems Software Acquired During the Term

In accordance with CSC’s financial responsibility, as described in Section 9.3 of Schedule B, and subject to Sections 8.3.1 and 9.6, the Technology Plan and the applicable Change Control

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Procedure, CSC shall acquire Third Party Software, including modifications, enhancements, upgrades, additions, and replacements of Third Party Software, as necessary or appropriate to provide the Services.  Third Party Software acquisitions shall be in CSC’s name; provided that prior to the introduction of such Software:

9.7.1           CSC shall use commercially reasonable efforts at no additional cost to CSC to obtain the right to grant to Textron, the Service Recipients, End Users and its and their contractors, a perpetual, non-exclusive, non-transferable license to use, execute, operate, adapt, copy, maintain, support, modify, display, distribute and perform and enhance such Third Party Software at the Termination of this Agreement and at no additional charge to Textron; and

9.7.2           if CSC is unable to obtain such right, CSC shall notify Textron in writing of its inability to grant Textron, the Service Recipients, the End Users and its and their contractors, such a license and of the cost and viability of any other Software that can perform the requisite functions and with respect to which CSC has the ability to grant such a license.  Such notice shall contain the proposed Third Party supplier’s then current terms and conditions, if any, for making the Software available to Textron after Termination of this Agreement.  With Textron’s prior written approval, CSC may introduce such Software to use, execute, operate, adapt, copy, maintain, support, modify, display, distribute, perform and enhance as necessary or appropriate to provide the Services.

9.8          Non-Infringement, Conformity to Specifications and Confirmation of Ownership

9.8.1           CSC represents, warrants and covenants to Textron that the Material, Work Product or all or any part of the Infrastructure Systems or their configurations or any other product or service provided by CSC or any CSC Subcontractor, and its use by Textron, the Service Recipients and its or their respective Personnel in the intended manner, does not and shall not infringe or misappropriate any Intellectual Property Right of any Third Party.

9.8.2           CSC represents, warrants and covenants to Textron that CSC and CSC Subcontractors:

(a)       own or have the right to use or otherwise exploit, and shall, at all relevant times, own or have the right to use or otherwise exploit the Equipment, and all Intellectual Property Rights necessary to provide the Services;

(b)       shall not infringe Textron’s or any Third Party’s Intellectual Property Rights in providing the Services; and

(c)       have, and shall at all relevant times have, full right and authority to grant the licenses and provide the Equipment and the Software to Textron as set forth in this Agreement.

9.9          Relocation of Software

Except as set forth in any (a) Transformation Plan or project definition thereunder, or (b) Technology Plan, that is mutually agreed upon by the Parties, CSC shall not migrate, consolidate or relocate any Software related to the Services, or the performance of the Services, to any location or facility, without Textron’s prior written approval, which may be granted or withheld in Textron’s sole discretion.

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10.          EMPLOYEES

10.1        Transfer of Employees

10.1.1         The In-Scope Employees shall transfer to CSC on the applicable Handover Date, in accordance with Schedule E (Employees).  Such transfers shall be done pursuant to applicable local Law in each relevant jurisdiction.

10.1.2         On Termination of this Agreement for any reason, in whole or in part, the Parties shall comply with their respective obligations set forth in Schedule E (Employees).

10.2        Key CSC Positions

10.2.1         The Key CSC Positions as of the Signature Date together with CSC employees approved as of the Signature Date to fill such positions are set forth in Annex E-2 to Schedule E (Employees).

10.2.2         Textron may, from time to time, designate new or alternative Key CSC Positions.

10.3        Key CSC Position Approvals Procedure

Before assigning an individual to a Key CSC Position, whether as an initial assignment or a subsequent assignment, CSC shall comply with the following procedure:

10.3.1         CSC shall:

(a)       notify Textron in writing of the proposed assignment;

(b)       introduce the individual to appropriate Textron representatives (and, upon request, provide such representatives with the opportunity to meet with the individual); and

(c)       provide Textron with such information as Textron may request about the individual’s training, experience and skills relevant to the requirements of the Key CSC Position;

10.3.2         if Textron objects in writing to the proposed assignment, Textron and CSC shall each use commercially reasonable efforts to resolve Textron’s concerns; and

10.3.3         if Textron and CSC are unable to resolve Textron’s concerns within [***] after Textron’s written objection, CSC shall not assign the individual to the Key CSC Position and shall propose to Textron the assignment of another individual with training, experience and skills suitable to the requirements of that position and the provisions of this Section 10.3 shall apply to such other individual.

10.4        Retaining Key CSC Positions

10.4.1         CSC shall fill the Key CSC Positions at all times and:

(a)       shall cause each of the CSC employees identified in Annex E-2 to Schedule E (Employees) as filling the Key CSC Positions to devote substantially his or her full working time and effort to providing the Services in the Key CSC Position initially assigned to him or her for at least [***] from the applicable Handover Date;

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(b)       except as otherwise provided in Section 10.4.1(a), shall not reassign or replace CSC employees filling Key CSC Positions during the Term for at least [***] following assignment to those positions; and

(c)       shall use commercially reasonable efforts to continue to offer each of CSC employee filling Key CSC Positions terms and conditions of employment which are competitive with those offered elsewhere by CSC,

unless such CSC employee resigns from his or her employment, or terminates his or her contract with CSC (other than in circumstances in which such CSC employee is claiming constructive dismissal), or is unable to work owing to mental or physical incapacity for a period exceeding [***], or is reasonably dismissed or terminated by CSC for misconduct.

10.4.2         CSC shall not replace a person filling a Key CSC Position without first complying in full with Section 10.3 and:

(a)       demonstrating to Textron’s satisfaction that the new person is fully qualified to meet the requirements of the Key CSC Position; and

(b)       obtaining Textron’s prior written approval.

10.5        Use and Compliance of CSC Personnel

CSC shall:

10.5.1         use an adequate number of CSC Personnel to provide the Services;

10.5.2         cause all CSC Personnel who perform the Services to be properly trained and capable of meeting the requirements of the Services tasks assigned to them in a professional and timely manner and to a standard acceptable to Textron, provided however that all In-Scope Employees performing work similar to the work they performed prior to the applicable Handover Date shall be deemed to fulfill this requirement with respect to Services of the type performed as of such Handover Date;

10.5.3         require that all CSC Personnel comply with:

(a)       any applicable policies or procedures identified by Textron to CSC from time to time which shall include, without limitation, any health or safety requirements, building access and security procedures and policies relating to conduct of personnel admitted to Textron’s (or a Third Party’s) premises; and

(b)       CSC’s obligations under this Agreement with respect to Confidential Information and data security; and

10.5.4         involve only CSC Personnel who are authorized in accordance with the provisions of this Section 10 in supplying the Services.

10.6        Turnover of CSC Personnel

Textron and CSC agree that it is in their best interests to minimize the turnover rate of CSC employees performing the Services and employees of CSC Subcontractors that are substantially dedicated to performing the Services (the “Turnover Rate”).  Accordingly, CSC shall use commercially reasonable efforts keep the Turnover Rate to a level comparable to industry norms.  If CSC is experiencing performance failures and Textron notifies CSC that Textron deems the Turnover Rate contributes to such failures and is not acceptable, CSC shall as soon as reasonably practicable:

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10.6.1         provide to Textron sufficient data to establish the actual extent of the Turnover Rate including, in particular, the Turnover Rate among CSC employees and employees of CSC Subcontractors that are substantially dedicated to performing the Services;

10.6.2         meet with Textron to discuss the impact of the level of the Turnover Rate; and

10.6.3         submit to Textron a proposal for reducing the Turnover Rate.

10.7        Replacement of CSC Personnel at Textron’s Request

10.7.1         Textron may notify CSC at any time during the Term that Textron requires CSC to replace any of the CSC Personnel directly providing or adversely affecting the Services for the reasons stated in the notice.  After receipt of such notice, CSC shall have [***] in which to investigate the matters stated in the notice and discuss CSC’s findings with Textron.  If, following that period, Textron still requires replacement of the individual, CSC shall promptly replace that individual with another individual with training, experience and skills suitable to meet the requirements of the assigned Services tasks.

10.7.2         If Textron believes, in its sole discretion, that an individual is a threat to the health, safety or security of any of Textron’s, Service Recipient’s or a Third Party’s Personnel, data or property, is materially in breach of any Textron, Service Recipient or Third Party policy or procedure which was previously notified to CSC or places either Textron, a Service Recipient or CSC at risk of violating any applicable Laws, then CSC shall immediately remove that individual from the provision of the Services and thereafter follow the procedures set forth in Section 10.7.1.

10.7.3         Nothing in this Agreement shall grant Textron the right to require CSC to terminate any individual’s employment or contract with CSC or to violate any Law relating to employment.

10.8        In-Scope Contractors

If applicable, the Parties will, following the Signature Date, cooperate to effect the novation or, where novation is not possible or, in the opinion of Textron, not economically feasible, the assignment of the contracts between Textron and the In-Scope Contractors, listed on Annex E-3 to Schedule E (Employees) who, after the applicable Handover Date, shall form part of the CSC Personnel.  CSC shall cooperate with Textron to procure the consent of the In-Scope Contractors to the novation or assignment of their contracts to CSC, such novation or assignment to take effect on the applicable Handover Date.

10.9        Assignment and Reassignment of CSC Employees

10.9.1         Without the prior written consent of Textron, CSC shall not reassign to perform services for any Textron Competitor any CSC employee who has performed Services for Textron or a Service Recipient in a Key CSC Position at any time during the [***] period immediately following such employee’s performance of such Services.

10.9.2         Without the prior written consent of Textron, CSC shall not assign to the performance of Services for Textron or any Service Recipient any CSC employee who has performed any services for a Textron Competitor in a position comparable to a Key CSC Position at any time during the [***] period immediately following such employee’s employment by or performance of services for a Textron Competitor.

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11.          SUBCONTRACTORS

11.1        Approval of Material Subcontractors

11.1.1         CSC shall obtain Textron’s written approval prior to appointing any CSC Subcontractor with respect to which (i) the value of the Services to be performed under the subcontract is greater than $[***] annually, or (ii) the proposed CSC Subcontractor will have the ability to access, either physically, logically or electronically, any Textron Data; or (iii) the proposed CSC Subcontractor will be providing a service (including any of the Services) which requires Textron or any Service Recipient to impose specific additional terms and conditions upon such CSC Subcontractor to enable that Textron or the Service Recipients to comply with all applicable Laws, or the proposed CSC Subcontractor otherwise must receive Textron’s or a Service Recipient’s specific approval in order for Textron or such Service Recipient to comply with all applicable Laws (a “Material Subcontractor”). CSC shall submit a written request for approval to Textron which shall specify:

(a)        the actual components of the Services that CSC proposes to subcontract;

(b)       the scope of the proposed subcontract;

(c)        the type of contract between CSC and the CSC Subcontractor, including any provisions material to, or inconsistent with, this Agreement;

(d)       the identity, background and qualifications of the proposed CSC Subcontractor; and

(e)        that all relevant consents have been obtained in accordance with Section 8.

11.1.2         The Parties agree that the CSC Subcontractors listed in Schedule J (Key Subcontracts and Material Subcontractors) are approved by Textron as Material Subcontractors as of the Signature Date.

11.2        Key Subcontracts

Schedule J (Key Subcontracts and Material Subcontractors) identifies “Key Subcontracts”.  These comprise:

11.2.1         “Key Textron Subcontracts” that are, in Textron’s opinion, important to the on-going performance of any of the Services.  The Parties agree, for any Key Textron Subcontracts that are identified as Assigned Contracts in Annex F-2 on or following the Signature Date, to cooperate to effect the novation, or where novation is not possible or, in the opinion of Textron, not economically feasible, the assignment, of such Key Textron Subcontracts to CSC.  Provided that it does not result in additional costs to CSC or degrade the Services, CSC shall not during the Term terminate such an assigned Key Textron Subcontract or allow it to expire without renewal without the prior written consent of Textron.  Any Key Textron Subcontracts that are identified as Managed Contracts in Annex F-3 shall be managed in accordance with Section 8 of this MSA; and

11.2.2         “Key CSC Subcontracts” between CSC and Third Parties which are, in Textron’s opinion, essential to the performance of the Services. Provided that it does not result in additional costs to CSC or degrade the Services, CSC shall not terminate the Key CSC Subcontracts or allow them to expire without renewal without the prior written consent of Textron.

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11.3        CSC Subcontractor Compliance

CSC shall require that each of the CSC Subcontractors complies with:

11.3.1         the terms, conditions and obligations of this Agreement as applicable to the CSC Subcontractors;

11.3.2         all of Textron’s rules, guidelines, policies and procedures that are relevant to the CSC Subcontractor’s performance of the Services or the CSC Subcontractor’s access to or use of Confidential Information, data or resources or facilities provided by Textron; and

11.3.3         all applicable Laws and any other regulatory requirements (including rights of access and audit) which may apply to CSC Subcontractors in the performance of the Services under this Agreement.

11.4        Remediation of CSC Subcontractor Problems

CSC shall:

11.4.1         immediately notify Textron if an act or omission of any CSC Subcontractor causes a problem or delay that has a material impact on CSC’s ability to provide the Services;

11.4.2         immediately notify Textron if, in good faith, CSC has doubts concerning a CSC Subcontractor’s ability to render future performance because of changes in such CSC Subcontractor’s ownership, management, financial condition, or otherwise, or there have been material representations by or concerning such CSC Subcontractor’s ability or CSC reasonably believes that the CSC Subcontractor (or its employees) is a threat to the health, safety or security of Textron or any Service Recipient (or its or their Personnel); and

11.4.3         work with Textron and all other CSC Subcontractors promptly and use CSC’s best efforts to prevent, resolve or circumvent the problem or delay.

11.5        Revocation of Approval

Textron may request, by notice in writing, that CSC replace any CSC Subcontractor for the reasons stated in the notice.  After receipt of such notice, CSC shall have [***] in which to investigate the matters stated in the notice and discuss CSC’s findings with Textron.  If, following that [***] period, Textron still requests replacement of the CSC Subcontractor and provided that such action is not anticipated to lead to a degradation in Services or an increase in cost to CSC, CSC shall, subject to the other provisions of this Agreement, cease using such CSC Subcontractor to provide the Services.  For the avoidance of doubt, Textron will not have the right under this Section 11 to require CSC, or any CSC Subcontractor, to terminate any individual’s employment with CSC or with the CSC Subcontractor.

11.6        Procedure After Revocation

Any subcontractor proposed by CSC to replace a Material Subcontractor must be approved by Textron in accordance with this Section 11, except that as an interim measure, where necessary to continue to provide the Services, CSC may replace the Material Subcontractor concerned with a subcontractor which has not been so approved until such approval has been obtained for that replacement subcontractor or an alternative replacement has been approved.

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11.7        Requirements for CSC Subcontractors

11.7.1         Unless otherwise specified below, each subcontract with a CSC Subcontractor, entered into by CSC after the applicable Handover Date, shall reflect the terms of this Agreement to the extent that they apply to the Services to be supplied by such CSC Subcontractor and CSC will, using commercially reasonable efforts, attempt to include:

(a)       the right of termination without cause by CSC of the subcontract;

(b)       the right of Textron to take a novation of the subcontract if this Agreement expires, there is a Termination of this Agreement for any reason or if there is a termination of the Services related to such subcontract;

(c)       obligations no less favorable to Textron than those contained in this Agreement, the Tower Services Agreements or the Local Enabling Agreements, as applicable, with respect to confidentiality, privacy, data security, data protection and Intellectual Property Rights;

(d)       an assignment to Textron of all right, title and interest, including without limitation Intellectual Property Rights, in and to Work Product, including Textron Data, created by the CSC Subcontractor (or its employees) in the course of providing the Services under the subcontract;

(e)       no right to subcontract or assign the CSC Subcontractor’s rights or transfer the CSC Subcontractor’s obligations under the subcontract without first obtaining CSC’s and Textron’s prior written consent;

(f)        an obligation to comply with the terms of this Agreement as they affect the CSC Subcontractor;

(g)       the CSC Subcontractor’s covenant and warranty that the CSC Subcontractor is the employer of its employees;

(h)       the CSC Subcontractor’s obligation to indemnify, defend and hold harmless Textron, the Service Recipients, its and their Affiliates, and any of their respective directors, officers and contractors and Personnel from and against any Losses arising from or related to any Claim by any employee, worker or agent of the CSC Subcontractor that he or she has an employment relationship with Textron; and

(i)        the CSC Subcontractor’s obligation to indemnify defend and hold harmless Textron, the Service Recipients, its and their Affiliates, and any of their respective directors, officers, contractors, Personnel, professional advisors, predecessors, successors and assigns harmless against any Losses arising from or related to any decision of any statutory, legal or regulatory authority that Textron, a Service Recipient or one of its or their Affiliates is the employer of such individual.

CSC shall notify Textron if it is unable to obtain any of the foregoing provisions, in which case CSC shall not subcontract any Services to such proposed Subcontractor without Textron’s prior written consent.

11.7.2         Unless prohibited by the provisions of the subcontract, CSC shall provide Textron with a copy of each subcontract executed between CSC and a Material Subcontractor (excluding payment provisions), upon request.

11.7.3         CSC shall not include in any subcontract any provision the effect of which would be to limit the ability of a CSC Subcontractor to contract directly with Textron.

11.8        Liability for Contractors

CSC will remain liable at all times for all acts or omissions of any of the CSC Subcontractors or their employees to the extent engaged to work with, or provide Services for, Textron or any

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Service Recipient. Textron will remain liable at all time for all acts or omissions of any of the Textron’s and Service Recipients’ contractors and their employees to the extent engaged to work with, or provide Services for, CSC or any CSC Affiliate.

12.          TEXTRON RESPONSIBILITIES

12.1        Cooperation

Textron shall cooperate with CSC by making information and granting or denying approvals of Textron available as required in this Agreement within the time periods specified herein for such information or approvals or, where no time period is specified, within a reasonable time period, and such approvals shall not be unreasonably withheld or delayed, unless qualified herein as being within Textron’s sole discretion, and Textron shall be responsible for any increased CSC cost resulting from any unreasonable delay.

12.2        Savings Section

The failure by Textron to perform any of Textron’s responsibilities set forth in this Agreement shall not be deemed to be grounds for Termination by CSC (other than as provided for in Section 24.4); provided, however, that CSC’s non-performance of CSC’s obligations under this Agreement shall be excused if and to the extent that:

12.2.1         CSC’s non-performance results (a) from the failure by Textron, Textron Affiliate, Textron contractor, Textron Personnel or a Service Recipient to perform any of Textron’s obligations under this Agreement or to comply with a reasonable request by CSC or (b) from an act or omission of Textron, Textron Affiliate, Textron contractor, Textron Personnel, a Service Recipient, or Textron’s, Textron’s Affiliate or a Service Recipient’s contractors of which CSC gives Textron prior written notice and a reasonable opportunity to correct; and

12.2.2         CSC promptly provides Textron with notice of such non-performance and uses commercially reasonable efforts to perform the Services to the extent possible, notwithstanding the failure by Textron to perform.

Nothing in this Section 12.2 is intended to relieve Textron of liability for direct, provable damages that may be incurred by CSC as a result of any of the circumstances described in Section 12.2.1.

13.          CONTRACT MANAGEMENT

13.1        Governance

The Parties shall facilitate communications between them and establish structures and procedures for governing their relationship and managing the performance of their respective obligations under this Agreement in accordance with Schedule K (Governance) and the Service Level Agreement attached thereto as Annex K-1.

13.2        Reports

13.2.1         Within [***] after the earliest Handover Date, the Parties shall determine an appropriate set of periodic reports to be issued by CSC to Textron.  CSC shall provide Textron with suggested formats for such reports, for Textron’s review and approval.  Such reports shall:

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(a)       be no less comprehensive than the internal reporting of Textron prior to the Signature Date;

(b)       be issued at the frequency requested by Textron;

(c)       enable Textron to secure TS 16949 quality certification annually to the extent being handled by In-Scope Employees as of the Signature Date; and

(d)       include the reports described in Section 7.7 of Schedule B (Cross-Functional Obligations), Section 4 of Schedule K (Governance) and Section 13.2.2.

13.2.2         In addition to the reports to be provided by CSC in accordance with Section 13.2.1, CSC shall provide a written [***] performance report, which shall be delivered to Textron within [***] after the end of each [***] (commencing with the [***] during which the applicable Handover Date occurs), describing CSC’s performance of the Services in that [***] at the enterprise level (Textron and all the Service Recipients) and including the identification of Business Unit and Site for Problems identified by Textron and, as much as possible, for Problems identified by CSC.  Such report shall be provided in a format commonly understood (e.g., Microsoft Access or Excel) and shall:

(a)       separately address CSC’s performance in each Tower of Services in a form and format acceptable to Textron;

(b)       for each Tower of Services, assess the degree to which CSC has attained or failed to attain the pertinent objectives in that area, including measurements with respect to the Performance Standards and Service Level Agreements applicable thereto;

(c)       explain deviations from the Performance Standards and Service Level Agreements and include a plan for corrective action where appropriate;

(d)       describe the status of any Software development projects, problem resolution efforts, and other initiatives;

(e)       if requested by Textron, set forth a record of all Supported Equipment and Software installed thereon, and to the extent billable to Textron, changes to CSC employees in Key CSC Positions, in each case that pertain to each Tower of Services and describe planned changes during the upcoming [***] that may affect such Tower of Services;

(f)        set forth the utilization of resources for the [***] and report on utilization trends and statistics;

(g)       include softcopy database extracts from the management databases that track Projects, Problems and issues; and

(h)       include such documentation and other information as Textron may reasonably request to verify CSC’s compliance with this Agreement.

13.3        Technology Plan

13.3.1         The responsibility for establishing the information technology architecture, standards, and the strategic direction of Textron shall at all times remain with Textron.  CSC, in performing the Services, shall conform to and shall support such architecture, standards and strategic direction, provided that (a) the Transformation Plans and the project definitions thereunder, and (b) the Technology Plans, each in a form approved by Textron, are deemed to be in accordance with such strategic direction.

13.3.2         For each Tower of Services, CSC shall prepare an annual technology plan in accordance with the provisions of this Section 13.3 (each a “Technology Plan”) and shall perform the Services in accordance with the Technology Plans. The Technology Plans shall address comprehensively the information technology requirements of Textron’s activities and shall include, at a minimum:

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(a)       a comprehensive assessment and strategic analysis of Textron’s then-current information technology systems and services requirements for the next [***], including:

(i)        an assessment of the appropriate direction for such systems and services, in light of Textron’s business priorities and strategies and competitive market forces (to the extent such business information is provided by Textron to CSC);

(ii)       a specific identification of proposed Infrastructure Systems, new technologies, strategies and direction;

(iii)      a cost projection;

(iv)      a cost/benefit analysis of any proposed changes;

(v)       a description of the types of individual skills and abilities needed to respond to any recommended changes or upgrades in technology;

(vi)      a general plan and a projected time schedule for developing and achieving the recommended elements; and

(vii)     references to appropriate information services operations platforms that support Performance Standard requirements and exploit industry trends in production capabilities, and offer potential price performance improvement opportunities; and

(b)       as necessary to support the overall objectives and directions of the [***] plan described above, an annual implementation plan which shall:

(i)        provide specific guidance as to the information services requirements, projects, and plans for the upcoming [***] period, including details on operations, maintenance backlog and development activities; and

(ii)       include a summary review of CSC’s performance of the Services in the previous [***] period, then concluding and review and assess the Technology Plan with respect to that period.

13.3.3         The annual Technology Plans shall be submitted and revised annually in accordance with Section 4.1 of Schedule B (Cross Functional Obligations) and in a manner that supports Textron’s annual business planning cycle.  The Technology Plans shall also be updated during the year as necessary to reflect changes in the business or strategies of Textron which materially impact the validity of the then-existing Technology Plans.  CSC shall recommend modifications to the Technology Plans as it deems appropriate, and shall revise the Technology Plans as requested or approved by Textron.  Changes in Services relating to changes in the Technology Plan shall be subject to the Change Control Procedure.

13.3.4         CSC shall submit to Textron a draft of each Technology Plan for Textron’s review and approval, which draft shall have been developed with input from key Personnel of Textron.  CSC shall submit the final Technology Plans within [***] of receiving Textron’s comments.  The draft of the Technology Plan for the first year shall be provided within [***] of the Signature Date.

14.          DUE DILIGENCE

14.1          Textron represents, to its knowledge, that it has identified and made reasonably available to CSC for its review all contracts for Equipment, Software and related services having an annual value in excess of [***] Dollars and all specifically requested due diligence material, that such material was current, accurate and complete at the time of the review and that such material did not materially change between the date of CSC’s due diligence review and the execution of the Agreement.

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14.2               CSC acknowledges and agrees that CSC was solely responsible for due diligence, any additional information that was necessary to provide the Services in accordance with this Agreement, and the evaluation of information and data obtained (during due diligence) prior to the Signature Date, and that CSC carried out to its satisfaction, adequate due diligence exercises and validation and verification activities on Textron, the Service Recipients, its and their systems, and the Services CSC shall perform under this Agreement.  CSC acknowledges that there shall not be any due diligence or joint verification with Textron or the Service Recipients after the Signature Date, and that failure to carry out due diligence prior to the Signature Date on any part of or relating to the Services or associated expenses shall not be used as a reason to increase the Service Charges, alter the Performance Standards or Service Levels specified in this Agreement or refuse to provide any Services under this Agreement.

14.3               Notwithstanding Sections 14.1 and 14.2, In the event that CSC reasonably demonstrates to Textron that: (i) new information exists which was not made available to CSC as part of the due diligence process or that (ii) information provided was incomplete or incorrect and that as a result of either (i) or (ii) there has been a demonstrable adverse impact on CSC’s costs, CSC shall be entitled to an equitable adjustment to the pricing.  Without limiting the meaning of “equitable adjustment” as used elsewhere in this Agreement, such equitable adjustment shall include all elements included in CSC’s pricing including an appropriate profit element. The adjustment shall be implemented as a Scope Change.  Textron shall have the right to have a Textron Audit Representative verify CSC’s assertions regarding cost impact. In the event of a dispute, the dispute resolution process shall apply.

15.          AUDITS AND RECORD KEEPING

15.1        Audit Rights

15.1.1         CSC shall provide the Textron Audit Representatives with access at all reasonable times (and in the case of regulators, at any time required by such regulator) to any facility or part of a facility at which either CSC or any CSC Subcontractor is providing the Services, and shall grant the Textron Audit Representatives access to CSC Subcontractors and CSC Personnel and to all data, records and information relating to the Services (including the right to copy such data, records and information) for the purpose of performing audits and inspections, including, without limitation, SAS 70 Type II examinations (collectively, “Audits”) of either CSC or any of CSC Subcontractors, subject to confidentiality obligations, to:

(a)       verify the accuracy of Service Charges and invoices;

(b)       verify the integrity of Textron Information and examine the systems that process, store, support and transmit Textron Information;

(c)       verify CSC’s and CSC Subcontractors’ performance of the Services and compliance with the terms of this Agreement including, to the extent applicable to the Services and to the relevant Service Charges, performing Audits of:

(i)        practices and procedures;

(ii)       systems;

(iii)      general controls and security practices and procedures (including the performance of penetration testing);

(iv)      disaster recovery and back-up procedures;

(v)       the use of any Equipment or Software owned by Textron or licensed or leased by a Third Party to Textron and used by or on behalf of CSC;

(vi)      Performance Standards, Service Levels and supporting information and calculations, including the tools and procedures specified in Section 4.6; and

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(d)       enable Textron to meet, or to confirm that CSC is meeting, all requirements of applicable Laws.

15.1.2         CSC shall cooperate with the Textron Audit Representatives and provide such assistance as the Textron Audit Representatives reasonably require (including installing and operating audit software) in carrying out the Audits.  The Parties shall cooperate to minimize any disruption caused by, and the cost incurred by CSC in connection with, Audits.  If the CSC Program Executive believes that the number of Audits adversely impacts CSC’s costs for performing the Services, the CSC Program Executive will engage in a discussion with the Textron Program Executive about this impact.

15.1.3         Textron shall provide at least [***] notice of any Audit it intends to carry out pursuant to this Section 15 unless any of the following circumstances apply:

(a)       such Audit is required by Textron for reasons of suspected fraud or to validate compliance with the security requirements set forth in Schedule B (Cross-Functional Obligations) to this Agreement;

(b)       Textron has reasonable grounds to suspect that CSC may be in material breach of CSC’s obligations;

(c)       a shorter time is required by applicable Laws; or

(d)       other circumstances have arisen which would give Textron the right to terminate this Agreement.

15.1.4         The Textron Audit Representatives (other than regulatory Textron Audit Representatives) shall not be CSC Competitors except with the prior consent of CSC and shall comply with CSC’s reasonable security requirements provided to Textron.

15.1.5         CSC shall cooperate with Textron in dealing with regulatory Audits, including:

(a)       notifying Textron as soon as practicable of any regulatory Audits;

(b)       permitting Textron or its representatives to be present and to participate in such regulatory Audits;