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