(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:
38
(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