TO SECTION 21.1.2, NEITHER PARTY SHALL BE LIABLE FOR ANY
BREACH, OR DELAY IN PERFORMANCE, OF ITS OBLIGATIONS UNDER THIS AGREEMENT IF, AND
TO THE EXTENT THAT:
(A)
THE BREACH OR DELAY IS DIRECTLY CAUSED BY:
(I)
FIRE, FLOOD, EARTHQUAKE OR ACT OF GOD;
(II)
WAR, RIOT, REBELLION, TERRORISM, CIVIL DISORDER OR REVOLUTION;
(III)
EPIDEMIC OR OUTBREAK OF DISEASE;
(IV)
STRIKES, LOCKOUTS OR LABOR DISPUTES (BUT IN EACH CASE, OTHER THAN OF
THE NON-PERFORMING PARTY'S EMPLOYEES); OR
(V)
OTHER CAUSES SIMILAR TO THE ABOVE THAT ARE BEYOND ITS REASONABLE
CONTROL; AND
58
(B)
SUCH BREACH OR DELAY:
(I)
IS NOT THE FAULT OF THE NON-PERFORMING PARTY; AND
(II)
COULD NOT HAVE BEEN PREVENTED BY THE NON-PERFORMING PARTY TAKING
REASONABLE PRECAUTIONS,
(III)
(EACH A "FORCE MAJEURE EVENT").
21.1.2
UPON THE OCCURRENCE OF A FORCE MAJEURE EVENT, THE NON-PERFORMING
PARTY SHALL:
(A)
IMMEDIATELY NOTIFY THE OTHER PARTY OF THE OCCURRENCE OF THE FORCE
MAJEURE EVENT, DESCRIBING THE CIRCUMSTANCES CAUSING SUCH DELAY OF PERFORMANCE TO
A REASONABLE LEVEL OF DETAIL, AND GIVING AN ESTIMATE OF WHEN PERFORMANCE WILL
RECOMMENCE; AND
(B)
USE COMMERCIALLY REASONABLE EFFORTS TO PERFORM (OR RECOMMENCE
PERFORMING) ITS OBLIGATIONS AS SOON AS, AND TO THE EXTENT, POSSIBLE, INCLUDING
THROUGH THE USE OF ALTERNATIVE SOURCES, WORKAROUNDS, PLANS AND, IN THE CASE OF
CSC, COMPLYING WITH ITS OBLIGATIONS TO PERFORM DISASTER RECOVERY SERVICES AS
DESCRIBED IN THIS AGREEMENT.
21.2
ALLOCATION OF RESOURCES
21.2.1
IF A FORCE MAJEURE EVENT CAUSES CSC TO ALLOCATE LIMITED RESOURCES
BETWEEN CSC'S CUSTOMERS, CSC SHALL NOT PLACE TEXTRON OR ANY SERVICE RECIPIENT
LOWER IN PRIORITY TO ANY OTHER SIMILARLY-AFFECTED CUSTOMER.
21.2.2
CSC SHALL NOT REDEPLOY OR REASSIGN ANY PERSON IN A KEY CSC
POSITION TO ANOTHER CUSTOMER ACCOUNT IN THE EVENT OF A FORCE MAJEURE EVENT.
21.3
SUBCONTRACTORS
The failure of any of the CSC Subcontractors to perform any obligation owed to
CSC shall only constitute a Force Majeure Event with respect to CSC's
performance of its obligations under this Agreement if, and to the extent that,
the failure by the CSC Subcontractor is directly caused by a Force Majeure
Event.
21.4
TEXTRON OPTION
21.4.1
IF A FORCE MAJEURE EVENT SUBSTANTIALLY PREVENTS OR DELAYS
PERFORMANCE OF ANY OF THE SERVICES, CSC SHALL ATTEMPT TO RESTORE SUCH SERVICES
OR PROCURE SUCH SERVICES FROM AN ALTERNATIVE SOURCE, AS FOLLOWS:
(A)
IF THE PREVENTED OR DELAYED SERVICES ARE COVERED BY A DISASTER
RECOVERY PLAN, WITHIN THE TIME, AND TO THE EXTENT, SPECIFIED IN AN APPLICABLE
DISASTER RECOVERY PLAN;
(B)
IF THE PREVENTED OR DELAYED SERVICES ARE NOT COVERED BY A DISASTER
RECOVERY PLAN, BUT ARE REASONABLY IDENTIFIED TO CSC IN WRITING BY TEXTRON AS
CRITICAL, WITHIN [***] AFTER THE FORCE MAJEURE EVENT; OR
(C)
FOR ALL OTHER PREVENTED OR DELAYED SERVICES,
WITHIN [***] AFTER THE
FORCE MAJEURE EVENT.
CSC shall be liable for payment for Services procured from an alternate source
for not less than [***] and thereafter, at CSC's election, Textron shall
reimburse CSC for the amount such Services; provided, however that for so long
during the Term as