WITH
SECTION 24.7.6 AND FACILITATE TEXTRON'S EFFORTS TO ENTER INTO A CONTRACT WITH
SUCH VENDOR FOR APPLICABLE PRODUCTS AND/OR SERVICES;
24.7.8
TRANSFER TO TEXTRON, OR THE SUCCESSOR SUPPLIER, THE TITLE TO OR
BENEFIT OF ALL OTHER TANGIBLE ASSETS USED DIRECTLY AND EXCLUSIVELY BY CSC TO
PROVIDE THE SERVICES, FREE AND CLEAR OF ALL LIENS, SECURITY INTERESTS OR OTHER
ENCUMBRANCES, AT NET BOOK VALUE, EXCEPT AS TO ASSETS CREATED OR ACQUIRED AT
TEXTRON'S EXPENSE, THE TRANSFER OF WHICH SHALL BE AT NO COST TO TEXTRON; AND
24.7.9
TAKE ALL ACTIONS REASONABLY REQUESTED BY TEXTRON TO EFFECTUATE
THE ASSIGNMENTS, SUBLICENSING AND TRANSFERS DESCRIBED IN THIS SECTION.
Notwithstanding anything to the contrary in this Section 24.7, CSC's obligation
to transfer to Textron items other than Textron Data, derivative works based on
Textron Software and derivative works based on Textron Material shall be subject
to the provisions of Section 9.
24.8
TERMINATION ASSISTANCE
24.8.1
COMMENCING ON THE EARLIER OF:
(A)
[***] PRIOR TO EXPIRATION OF THIS AGREEMENT;
(B)
UPON ANY NOTICE OF TERMINATION OF THIS AGREEMENT (OR ANY PART OF THIS
AGREEMENT), (INCLUDING A TERMINATION NOTICE GIVEN BY CSC PURSUANT TO
SECTION 24.4); OR
(C)
ON SUCH EARLIER DATE AS TEXTRON MAY REQUEST,
AND FOR A PERIOD OF UP TO [***] FOLLOWING THE TERMINATION DATE (THE "TERMINATION
ASSISTANCE PERIOD"), CSC SHALL PROVIDE TO TEXTRON, OR AT TEXTRON'S REQUEST TO
THE SUCCESSOR SUPPLIER, THE REASONABLE TERMINATION ASSISTANCE REQUESTED BY
TEXTRON TO ALLOW THE SERVICES TO CONTINUE WITHOUT INTERRUPTION OR ADVERSE EFFECT
AND TO FACILITATE THE ORDERLY TRANSFER OF THE SERVICES TO TEXTRON OR THE
SUCCESSOR SUPPLIER ("TERMINATION ASSISTANCE").
24.8.2
THE PURPOSES OF TERMINATION ASSISTANCE SHALL INCLUDE THE
FOLLOWING:
66
(A)
TO ENABLE TEXTRON TO OBTAIN FROM A SUCCESSOR SUPPLIER, OR TO PROVIDE
FOR ITSELF, SERVICES TO SUBSTITUTE FOR OR REPLACE THOSE PROVIDED BY CSC;
(B)
FOR CSC TO ASSIST TEXTRON DURING THE TERMINATION ASSISTANCE PERIOD, SO
THAT TEXTRON OR ITS SUCCESSOR SUPPLIER CAN FROM THE END OF THE TERMINATION
ASSISTANCE PERIOD PERFORM IN SUBSTITUTION FOR CSC:
(I)
ALL OF THE SERVICES IN THE EVENT THIS AGREEMENT IS TERMINATED IN ITS
ENTIRETY OR THE TERM EXPIRES;
(II)
WITH RESPECT TO A PARTIAL TERMINATION OF THIS AGREEMENT, THOSE
SERVICES TERMINATED;
(III)
IF SERVICES ARE REMOVED FROM SCOPE, THOSE SERVICES; OR
(IV)
TO ELIMINATE OR MINIMIZE ANY DISRUPTION OR DETERIORATION OF THE
SERVICES, OR FAILURE TO ACHIEVE THE SERVICE LEVELS, DURING AND AS A RESULT OF
THE HANDOVER OF ANY OF THE TERMINATED OR REMOVED SERVICES.
24.8.3
REGARDLESS OF THE REASON FOR TERMINATION, TERMINATION ASSISTANCE
SHALL INCLUDE THE SERVICES AND ASSISTANCE SET FORTH IN SCHEDULE H (TERMINATION
ASSISTANCE), AND TEXTRON SHALL PAY CSC FOR TERMINATION ASSISTANCE SERVICES IN
ACCORDANCE WITH SCHEDULE H.
24.8.4
IN THE PROCESS OF EVALUATING WHETHER TO UNDERTAKE OR ALLOW
TERMINATION OR RENEWAL OF THIS AGREEMENT, TEXTRON MAY OBTAIN OFFERS FOR
PERFORMANCE OF SERVICES SIMILAR TO THE SERVICES FOLLOWING TERMINATION OF THIS
AGREEMENT FROM ONE OR MORE SUCCESSOR SUPPLIERS.
AS AND WHEN REASONABLY
REQUESTED BY TEXTRON FOR USE IN THIS PROCESS, CSC SHALL PROVIDE