REQUIRED TO DO SO BY LAW.
15.3
AUDIT FOLLOW-UP
15.3.1
FOLLOWING AN AUDIT, TEXTRON SHALL CONDUCT (IN THE CASE OF AN
INTERNAL AUDIT), OR REQUEST TEXTRON'S EXTERNAL TEXTRON AUDIT REPRESENTATIVES TO
CONDUCT, A REVIEW MEETING WITH CSC TO OBTAIN FACTUAL CONCURRENCE WITH ISSUES
IDENTIFIED IN THE AUDIT.
EITHER PARTY SHALL BE ENTITLED TO INVOKE THE DISPUTE
RESOLUTION PROCEDURE SET FORTH IN SECTION 22 IN CONNECTION WITH A DISAGREEMENT
REGARDING THE RESULTS OF ANY AUDIT.
15.3.2
CSC AND TEXTRON SHALL MEET TO REVIEW EACH AUDIT REPORT PROMPTLY
AFTER THE ISSUANCE THEREOF AND SHALL MUTUALLY AGREE UPON THE APPROPRIATE MANNER,
IF ANY, IN WHICH TO RESPOND TO THE CHANGES SUGGESTED BY THE AUDIT REPORT.
CSC
SHALL PROVIDE TO TEXTRON A PLAN AND SCHEDULE FOR ANY NECESSARY CORRECTIVE
ACTIONS FOR TEXTRON'S APPROVAL AND SHALL COMPLETE SUCH CORRECTIVE ACTIONS IN
ACCORDANCE WITH THE APPROVED PLAN AND SCHEDULE.
15.3.3
TEXTRON AND CSC SHALL DEVELOP AND FOLLOW PROCEDURES FOR THE
SHARING OF REPORTS FOR AUDITS CARRIED OUT PURSUANT TO THIS SECTION 15.
15.3.4
TO THE EXTENT THAT ANY AUDIT REVEALS ANY ERROR OR INCORRECT
CHARGING IN ANY CSC INVOICE THAT IS UNDISPUTED (OR IF DISPUTED, AFTER RESOLUTION
OF THE DISPUTE), AN APPROPRIATE CORRECTING PAYMENT OR CREDIT OR THE NET AMOUNT
THEREOF SHALL BE PROMPTLY MADE AS FOLLOWS:
(a)
in the case of an overpayment by Textron, a payment or credit shall
be made by CSC together with interest at an annual percentage rate equal to
[***] percent ([***]%) or the maximum rate permitted by Law, whichever is lower,
calculated as of the date the incorrect payment was made and accruing from such
date until the date of reimbursement to Textron of the overcharge by CSC; or
(b)
in the case of an underpayment by Textron, a payment shall be made by
Textron to CSC, less the cost of the Audit which resulted in the discovery of
such underpayment.
15.4
RECORDS RETENTION
15.4.1
CSC SHALL MAINTAIN AND PROVIDE ACCESS FOR THE TEXTRON AUDIT
REPRESENTATIVES TO THE RECORDS, DOCUMENTS AND OTHER INFORMATION (INCLUDING ANY
DATA CONTAINED IN THE FOREGOING, AND ANY OTHER DATA RELATED TO ALL RELEVANT
TRANSACTIONS CONTAINING ANY DATA
43
WITH CONTROLLED ACCESS PURSUANT TO THIS AGREEMENT OR APPLICABLE LAWS) REQUIRED
TO MEET TEXTRON'S AUDIT RIGHTS UNDER THIS AGREEMENT UNTIL THE LATER OF:
(a)
[***] after the Termination Date of the Agreement;
(b)
the date that all pending matters relating to this Agreement
(including disputed Tax audits) are closed; and
(c)
the date when such records, documents and other information are no
longer required to meet Textron's records retention policy, as such policy may
be amended from time to time.
15.4.2
WITHOUT LIMITING SECTION 15.4.1, CSC SHALL MAINTAIN COMPLETE AND
ACCURATE RECORDS OF, AND SUPPORTING DOCUMENTATION FOR, INVOICES SUBMITTED TO
TEXTRON AND THE PAYMENTS MADE BY TEXTRON UNDER THIS AGREEMENT IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS.
15.4.3
BEFORE DESTROYING OR OTHERWISE DISPOSING OF INFORMATION OF THE
TYPE REFERRED TO IN THIS SECTION 15.4, CSC SHALL PROVIDE TEXTRON WITH [***]