CSC
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procures substitute Services, Textron shall continue to pay CSC's Service
Charges for the Services.
21.4.2
TO THE EXTENT THAT THE FORCE MAJEURE EVENT REQUIRES TEMPORARY OR
PERMANENT REPLACEMENT OF A TEXTRON FACILITY OR COMPONENTS OF THE SUPPORTED
INFRASTRUCTURE SYSTEM THAT ARE LOCATED AT A TEXTRON FACILITY, TEXTRON SHALL BE
LIABLE FOR PAYMENT OF COSTS FOR PROCURING SUCH COMPONENTS FROM AN ALTERNATIVE
SOURCE.
21.4.3
IF CSC FAILS TO RESTORE, OR PROCURE FROM AN ALTERNATIVE SOURCE,
IN ACCORDANCE WITH SECTION 21.4.1, OR FAILS TO MAINTAIN SUBSTITUTED SERVICES, OR
REQUIRES TEXTRON TO REIMBURSE CSC FOR ANY SUBSTITUTED SERVICES, FOR ANY SERVICES
THAT ARE PREVENTED OR DELAYED BY A FORCE MAJEURE OCCURRENCE, TEXTRON MAY, AT ITS
OPTION [***], (A) [***]; OR (B) [***].
21.5
NO COMPENSATION
Except as provided in the disaster recovery plan or Sections 21.4.1 and 21.4.3
above, CSC shall not have the right to any additional payments from Textron as a
result of any Force Majeure Event or the performance of its obligations under
this Section 21.
22.
DISPUTE RESOLUTION AND CHOICE OF LAW
Any dispute between the Parties arising out of or relating to this Agreement
will be resolved as provided in this Section 22 and Schedule K (Governance).
22.1
INFORMAL DISPUTE RESOLUTION
22.1.1
SUBJECT TO SECTION 22.1.2 AND SECTION 22.4 BELOW, THE PARTIES
WILL ATTEMPT TO RESOLVE DISPUTES BETWEEN THE PARTIES ARISING OUT OF OR RELATING
TO THIS AGREEMENT USING THE INFORMAL DISPUTE RESOLUTION PROCEDURE AS SET FORTH
IN THIS SECTION 22.1 AND SCHEDULE K (GOVERNANCE) PRIOR TO THE INITIATION OF THE
FORMAL DISPUTE RESOLUTION PROCEDURES SET FORTH IN SECTION 22.4.
22.1.2
NOTHING IN THIS SECTION 22.1 WILL, AT ANY TIME WHILE THE INFORMAL
DISPUTE RESOLUTION OR ALTERNATIVE DISPUTE RESOLUTION PROCEDURES DESCRIBED IN
SECTION 22.2 ARE IN PROGRESS OR BEFORE OR AFTER THEY ARE INVOKED, RESTRICT
EITHER PARTY'S FREEDOM TO COMMENCE LEGAL PROCEEDINGS TO PRESERVE ANY LEGAL RIGHT
OR REMEDY OR TO PROTECT ITS CONFIDENTIAL INFORMATION OR ITS INTELLECTUAL
PROPERTY RIGHTS.
22.1.3
SUBJECT TO SECTION 22.1.2, DISPUTES THAT CANNOT BE RESOLVED BY
THE TEXTRON PROGRAM EXECUTIVE AND THE CSC PROGRAM EXECUTIVE SHALL FOLLOW THE
PROCEDURES AS SET FORTH BELOW AND IN SCHEDULE K (GOVERNANCE). THE POLICY AND
PROCEDURES MANUAL WILL SET FORTH ANY ESCALATION PROCEDURES FOR DISPUTES ARISING
BETWEEN THE PARTIES AND WILL GOVERN HOW THE DISPUTE IS ESCALATED TO THE TEXTRON
PROGRAM EXECUTIVE AND THE CSC PROGRAM EXECUTIVE. NOTHING SET FORTH IN THE POLICY
AND PROCEDURES MANUAL WILL SUPERSEDE THE PROVISIONS SET FORTH IN THIS AGREEMENT
NOR PREVENT EITHER PARTY FROM ESCALATING A DISPUTE TO THE TEXTRON PROGRAM
EXECUTIVE AND THE CSC PROGRAM EXECUTIVE, AS APPLICABLE.
22.1.4
UPON THE WRITTEN REQUEST OF A PARTY, EACH PARTY WILL APPOINT A
DESIGNATED REPRESENTATIVE WHO DOES NOT DEVOTE SUBSTANTIALLY ALL OF HIS OR HER
TIME TO PERFORMANCE UNDER THIS AGREEMENT, WHOSE TASK IT WILL BE TO MEET WITH
EACH OTHER AND WITH THE APPROPRIATE REPRESENTATIVES OF EACH PARTY, AS SET FORTH
IN SCHEDULE K (GOVERNANCE), FOR THE PURPOSE OF ATTEMPTING TO RESOLVE SUCH
DISPUTE.
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22.1.5
THE