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
26
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