PRIOR WRITTEN NOTICE AND SHALL OFFER TEXTRON, AT TEXTRON'S EXPENSE, THE
OPPORTUNITY TO RECOVER SUCH INFORMATION OR TO REQUEST CSC TO DELIVER SUCH
INFORMATION TO TEXTRON.
15.5
CSC SUBCONTRACTOR AND PASS-THROUGH EXPENSES
15.5.1
CSC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE IN EACH
SUBCONTRACT WITH A MATERIAL SUBCONTRACTOR ENTERED INTO AFTER THE SIGNATURE DATE
THAT SUCH SUBCONTRACTOR WILL GIVE TEXTRON THE SAME RIGHTS AND AGREE TO FULFILL
THE SAME OBLIGATIONS AS ARE UNDERTAKEN BY CSC UNDER THIS SECTION 15, AND SHALL
ADVISE TEXTRON IN WRITING IF IT IS UNABLE TO OBTAIN SUCH PROVISIONS, IN WHICH
CASE CSC SHALL NOT SUBCONTRACT ANY SERVICES TO SUCH PROPOSED SUBCONTRACTOR
WITHOUT TEXTRON'S PRIOR WRITTEN CONSENT.
15.5.2
CSC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE
ARRANGEMENTS WHICH CSC ENTERS INTO WITH THIRD PARTIES AND WHICH ARE TO BE PAID
BY TEXTRON AS PASS-THROUGH EXPENSES TO PROVIDE FOR THE RIGHT FOR TEXTRON TO
AUDIT SUCH THIRD PARTY'S CHARGES AND INVOICING WITH RESPECT TO SUCH PASS-THROUGH
EXPENSES.
15.6
DURATION OF RIGHTS
Except for such longer periods otherwise expressly provided herein, Textron may
exercise any of its rights set forth in this Section 15 for a period of [***]
following the later of the date of expiration or Termination of this Agreement
or the end of the Termination Assistance Period.
16.
CONFIDENTIAL INFORMATION
16.1
PROTECTION OF CONFIDENTIAL INFORMATION
Textron and CSC each shall:
16.1.1
KEEP CONFIDENTIAL ALL CONFIDENTIAL INFORMATION GIVEN BY ONE PARTY
(THE "DISCLOSING PARTY") TO THE OTHER PARTY (THE "RECIPIENT"), OR OTHERWISE
OBTAINED BY THE RECIPIENT, AND SHALL NOT (EXCEPT AS EXPRESSLY PERMITTED BY THIS
AGREEMENT OR BY THE DISCLOSING PARTY IN WRITING) DISCLOSE THE CONFIDENTIAL
INFORMATION, MAKE COPIES OF MATERIAL CONTAINING THE CONFIDENTIAL INFORMATION OR
OTHERWISE USE THE CONFIDENTIAL INFORMATION;
44
16.1.2
SAFEGUARD THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION AND
COMPLY WITH ANY REASONABLE SECURITY REQUIREMENTS SPECIFIED BY THE DISCLOSING
PARTY FROM TIME TO TIME WITH RESPECT THERETO;
16.1.3
IMPLEMENT RIGOROUS SECURITY PRACTICES AGAINST ANY UNAUTHORIZED
COPYING, USE, DISCLOSURE, ACCESS, DAMAGE OR DESTRUCTION OF THE DISCLOSING
PARTY'S CONFIDENTIAL INFORMATION NO LESS STRINGENT THAN SUCH PARTY APPLIES TO
ITS OWN CONFIDENTIAL INFORMATION;
16.1.4
IMMEDIATELY NOTIFY THE DISCLOSING PARTY IF THE RECIPIENT SUSPECTS
OR BECOMES AWARE OF ANY UNAUTHORIZED ACCESS, COPYING, USE, DISCLOSURE, IN ANY
FORM, OR IF THE RECIPIENT IS REQUIRED BY LAW TO DISCLOSE ANY OF THE DISCLOSING
PARTY'S CONFIDENTIAL INFORMATION;
16.1.5
TAKE ALL REASONABLE STEPS TO ENFORCE AGAINST ANY THIRD PARTY (AND
TO ASSIST THE DISCLOSING PARTY TO SO ENFORCE) ANY OBLIGATION OF CONFIDENCE
IMPOSED OR REQUIRED TO BE IMPOSED BY THIS AGREEMENT; AND
16.1.6
DO ALL THINGS, EXECUTE ALL DOCUMENTS AND GIVE ALL ASSISTANCE
REASONABLY REQUIRED BY THE DISCLOSING PARTY TO ENFORCE ANY OBLIGATION OF
CONFIDENCE IMPOSED OR REQUIRED TO BE IMPOSED BY THIS AGREEMENT.
16.2
USE OF CONFIDENTIAL INFORMATION
Subject to Sections 16.3, 16.4 and 25.2, the Recipient may only use and copy the
Disclosing Party's Confidential Information solely to the extent necessary:
16.2.1
TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT; OR
16.2.2
TO ENABLE THE RECIPIENT TO EXERCISE ITS RIGHTS