WITH DISPUTED
PAYMENTS OR MAKES ANY OTHER DEDUCTION, WITHHOLDING OR SETOFF NOT PERMITTED BY
SECTION 6.8.
24.4.2
CSC SHALL NOT TERMINATE THIS AGREEMENT IN ACCORDANCE WITH
SECTION 24.4.1 ABOVE UNLESS CSC HAS GIVEN TEXTRON:
(A)
[***] OF NOTICE OF TEXTRON'S FAILURE TO MAKE SUCH PAYMENT; AND
(B)
A FURTHER WRITTEN NOTICE TO TEXTRON NOT LESS THAN [***] PRIOR TO THE
DATE OF TERMINATION.
24.4.3
CSC ACKNOWLEDGES AND AGREES THAT SECTION 24.4.1 SETS FORTH THE
ONLY GROUNDS UPON WHICH CSC MAY TERMINATE THIS AGREEMENT.
24.5
EFFECTIVE DATE OF TERMINATION
Textron may extend the Termination Date with respect to any notice of
termination, other than a notice of termination by CSC, given in accordance with
Section 24.1 [***] upon no less than [***] notice of such extension, provided
that the total of such extensions shall not exceed [***] from the date the
notice of termination was given.
24.6
TERMINATION CHARGES
Any Termination by Textron in accordance with this Section 24 shall not result
in the payment of any termination or other charges except as expressly provided
in Section 12 of Schedule D (Pricing).
24.7
EFFECT OF TERMINATION
Upon the expiration or termination of this Agreement or any Tower Services
Agreement, upon Textron's request, CSC shall:
24.7.1
PROVIDE TO TEXTRON (OR TO THE SUCCESSOR SUPPLIER) ALL OF THE
FOLLOWING AS RELATED TO THE TERMINATED SERVICES:
(A)
TEXTRON DATA, TEXTRON MATERIALS, TEXTRON CONFIDENTIAL INFORMATION,
WORK PRODUCT, TEXTRON-OWNED OR LEASED EQUIPMENT, TEXTRON-OWNED OR LICENSED
SOFTWARE AND ANY ITEMS PROVIDED BY TEXTRON TO CSC THAT ARE CAPABLE OF BEING
RETURNED ("RETURNABLE MATERIAL"); AND
(B)
TAPES AND OTHER REMOVABLE COMPUTER-READABLE MEDIA WHICH CONTAIN ANY
RETURNABLE MATERIAL.
24.7.2
TRANSFER TO TEXTRON (OR TO THE SUCCESSOR SUPPLIER) ANY RETURNABLE
MATERIAL THAT IS CONTAINED ON ANY NON-REMOVABLE MEDIA, BY A MEANS AGREED BETWEEN
TEXTRON AND CSC AND, IF THEY CANNOT AGREE, BY ANY REASONABLE MEANS REQUESTED BY
TEXTRON;
24.7.3
PROMPTLY PROVIDE TO TEXTRON (OR TO THE SUCCESSOR SUPPLIER) ALL
DETAILS REASONABLY REQUESTED BY TEXTRON RELATING TO THE ASSETS USED BY CSC TO
PROVIDE THE SERVICES, SUBJECT TO CUSTOMARY OBLIGATIONS OF CONFIDENTIALITY AND
LIMITED USE;
65
24.7.4
COOPERATE AS WITH TEXTRON TO ASSIST TEXTRON TO IDENTIFY THE
ASSETS NECESSARY FOR TEXTRON OR ITS THIRD PARTY SERVICE PROVIDER TO PROVIDE THE
TERMINATED SERVICES WITH CONTINUITY PRESERVED;
24.7.5
USE COMMERCIALLY REASONABLE EFFORTS TO TRANSFER, ASSIGN OR
SUBLICENSE TO TEXTRON, OR THE SUCCESSOR SUPPLIER, AS REQUIRED BY THE AGREEMENT,
THIRD PARTY SOFTWARE, AND OTHER THIRD PARTY AGREEMENTS USED TO PROVIDE THE
SERVICES AS OF THE DATE OF SUCH EXPIRATION OR TERMINATION, AT TEXTRON'S EXPENSE;
24.7.6
USE COMMERCIALLY REASONABLE EFFORTS TO TRANSFER OR ASSIGN TO
TEXTRON, OR THE SUCCESSOR SUPPLIER, ANY CONTRACTS APPLICABLE TO THE SERVICES
BEING PROVIDED TO TEXTRON AS OF THE DATE OF SUCH EXPIRATION OR TERMINATION,
INCLUDING MAINTENANCE SERVICES AND DISASTER RECOVERY SERVICES, SUBJECT TO
TEXTRON'S APPROVAL OF THE TERMS AND CONDITIONS APPLICABLE TO EACH SUCH CONTRACT,
AT TEXTRON'S EXPENSE;
24.7.7
INTRODUCE TEXTRON TO ANY VENDOR WHOSE CONTRACT CANNOT BE
TRANSFERRED OR ASSIGNED TO TEXTRON OR THE SUCCESSOR SUPPLIER IN ACCORDANCE