of "equitable adjustment" as used elsewhere in this Agreement, such
equitable adjustment shall include all elements included in CSC's pricing
including an appropriate profit element. The adjustment shall be implemented as
a Scope Change.
Textron shall have the right to have a Textron Audit
Representative verify CSC's assertions regarding cost impact. In the event of a
dispute, the dispute resolution process shall apply.
15.
AUDITS AND RECORD KEEPING
15.1
AUDIT RIGHTS
15.1.1
CSC SHALL PROVIDE THE TEXTRON AUDIT REPRESENTATIVES WITH ACCESS
AT ALL REASONABLE TIMES (AND IN THE CASE OF REGULATORS, AT ANY TIME REQUIRED BY
SUCH REGULATOR) TO ANY FACILITY OR PART OF A FACILITY AT WHICH EITHER CSC OR ANY
CSC SUBCONTRACTOR IS PROVIDING THE SERVICES, AND SHALL GRANT THE TEXTRON AUDIT
REPRESENTATIVES ACCESS TO CSC SUBCONTRACTORS AND CSC PERSONNEL AND TO ALL DATA,
RECORDS AND INFORMATION RELATING TO THE SERVICES (INCLUDING THE RIGHT TO COPY
SUCH DATA, RECORDS AND INFORMATION) FOR THE PURPOSE OF PERFORMING AUDITS AND
INSPECTIONS, INCLUDING, WITHOUT LIMITATION, SAS 70 TYPE II EXAMINATIONS
(COLLECTIVELY, "AUDITS") OF EITHER CSC OR ANY OF CSC SUBCONTRACTORS, SUBJECT TO
CONFIDENTIALITY OBLIGATIONS, TO:
(A)
VERIFY THE ACCURACY OF SERVICE CHARGES AND INVOICES;
(B)
VERIFY THE INTEGRITY OF TEXTRON INFORMATION AND EXAMINE THE SYSTEMS
THAT PROCESS, STORE, SUPPORT AND TRANSMIT TEXTRON INFORMATION;
(C)
VERIFY CSC'S AND CSC SUBCONTRACTORS' PERFORMANCE OF THE SERVICES AND
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT INCLUDING, TO THE EXTENT APPLICABLE
TO THE SERVICES AND TO THE RELEVANT SERVICE CHARGES, PERFORMING AUDITS OF:
(I)
PRACTICES AND PROCEDURES;
(II)
SYSTEMS;
(III)
GENERAL CONTROLS AND SECURITY PRACTICES AND PROCEDURES (INCLUDING THE
PERFORMANCE OF PENETRATION TESTING);
(IV)
DISASTER RECOVERY AND BACK-UP PROCEDURES;
(V)
THE USE OF ANY EQUIPMENT OR SOFTWARE OWNED BY TEXTRON OR LICENSED OR
LEASED BY A THIRD PARTY TO TEXTRON AND USED BY OR ON BEHALF OF CSC;
(VI)
PERFORMANCE STANDARDS, SERVICE LEVELS AND SUPPORTING INFORMATION AND
CALCULATIONS, INCLUDING THE TOOLS AND PROCEDURES SPECIFIED IN SECTION 4.6; AND
41
(D)
ENABLE TEXTRON TO MEET, OR TO CONFIRM THAT CSC IS MEETING, ALL
REQUIREMENTS OF APPLICABLE LAWS.
15.1.2
CSC SHALL COOPERATE WITH THE TEXTRON AUDIT REPRESENTATIVES AND
PROVIDE SUCH ASSISTANCE AS THE TEXTRON AUDIT REPRESENTATIVES REASONABLY REQUIRE
(INCLUDING INSTALLING AND OPERATING AUDIT SOFTWARE) IN CARRYING OUT THE AUDITS.
THE PARTIES SHALL COOPERATE TO MINIMIZE ANY DISRUPTION CAUSED BY, AND THE COST
INCURRED BY CSC IN CONNECTION WITH, AUDITS.
IF THE CSC PROGRAM EXECUTIVE
BELIEVES THAT THE NUMBER OF AUDITS ADVERSELY IMPACTS CSC'S COSTS FOR PERFORMING
THE SERVICES, THE CSC PROGRAM EXECUTIVE WILL ENGAGE IN A DISCUSSION WITH THE
TEXTRON PROGRAM EXECUTIVE ABOUT THIS IMPACT.
15.1.3
TEXTRON SHALL PROVIDE AT LEAST [***] NOTICE OF ANY AUDIT IT
INTENDS TO CARRY OUT PURSUANT TO THIS SECTION 15 UNLESS ANY OF THE FOLLOWING
CIRCUMSTANCES APPLY:
(A)
SUCH AUDIT IS REQUIRED BY TEXTRON FOR REASONS OF SUSPECTED FRAUD OR TO
VALIDATE COMPLIANCE WITH THE SECURITY REQUIREMENTS SET FORTH IN SCHEDULE B
(CROSS-FUNCTIONAL OBLIGATIONS) TO THIS AGREEMENT;
(B)
TEXTRON HAS REASONABLE GROUNDS TO SUSPECT THAT CSC MAY BE IN MATERIAL
BREACH