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General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C)193-146Appendix A:Information Technology Services AgreementThe Information Technology Services Agreement between General Dynamics and Computer Sciences Corporation was built on the framework established in the Terms Sheet (above). Below is a summary of the clauses in the final contract which are amplifications and additions to the provisions in the Terms Sheet.In the contract, "Division" was used to refer to General Dynamics in general or the particular business division of GD executing the contract; in the summary below, "the Division," "GD,' and "General Dynamics" are used rmation Technology ServicesScope of Work CSC will acquire all of the assets of GD's DSD (including real estate, computer hardware, and certain licensed software), except software and development systems for software installed directly in GD products, equipment used in product simulation facilities, and licensed application software assets, for the purpose of providing information technology services to the General Dynamics aerospace and defense business units with required and satisfactory service levels and efficiency. CSC will provide to GD, and GD will obtain from CSC, all of GD's requirements for Information Technology Services (except as noted above).As long as there is no material negative impact on functional requirements or service levels, CSC is entitled to manage all resources utilized in providing service to GD as CSC deems appropriate, including relocating Data Centers, personnel, equipment, and other resources.GD acknowledges that CSC may provide information technology services to third parties, provided that GD will maintain a priority position with regard to the services to be provided by CSC. CSC will not permit the performance of services for other customers to interfere with its meeting performance standards for GD.To request services from CSC, GD must submit a "Work Authorization Form" consistent with previous policy in the Data Systems Division.Performance Level Minimum performance standards are outlined in "Attachment B" of the contract. (See Exhibit A-1 for a sample page from "Attachment B" which shows the level of detail included.) These standards will be reviewed and may be modified from time to time, and at least annually, by mutual agreement.Performance standards will be based on performance levels attained by GD's DSD organization prior to outsourcing. CSC will be entitled to verify the accuracy of these performance levels for a period of one year from the execution of the contract. If CSC is able to demonstrate a discrepancy between the contract performance standards and the actual performance levels achieved by DSD in its final year, the contract performance standards will be adjusted to reflect the actual performance levels achieved by DSD.367193-146 General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C)Exclusions from Performance Standard If degradation in performance results from defects or errors in software licensed by GD to CSC or failure by GD to license or make available software or computer hardware utilized in providing information technology services to GD, such degradation in performance will not constitute a failure by CSC to meet performance standards.If a service or resource reduction is requested by GD and approved and implemented by C.SC, GD may request a restoration of previous service within 14 days, and CSC will restore services at CSC's cost; if such a request is made after 14 days, costs will be restored at GD's expense. If a service or resource reduction is requested by CSC and approved by GD, GD may request a restoration of previous service within 90 days, and CSC will restore services at CSC's cost; if such a request is made after 90 days, costs will be restored at GD's expense.Third-Party Projects; New Projects General Dynamics acknowledges that in describing a task or project requirement to CSC, GD may not require CSC to adopt any specific approach to performing the project, and may not require specific, named suppliers or subcontractors. In specialized cases, however, GD reserves the right to name suppliers or subcontractors that are uniquely qualified to provide the specialized, unique, key, or critical services. Such services will be managed as non-rated costs to be reimbursed at cost-plus to CSC.In connection with services being performed by a third party with which CSC or the Division has contracted, C.SC will provide the third party with all reasonable cooperation and assistance requested by the Division, including effecting the integration of third party services with the services then being performed by CSC. In connection with any systems or software development being done by a third party, subject to appropriate confidentiality protection, CSC will provide the third party: (1) full access to facilities and systems utilized in providing service to GD, and (2) information regarding the operating environment, system constraints, and other parameters applicable in order for the third party to develop the system so as to be compatible with other systems being operated by CSC as part of the GD services.This cooperation will be provided only if and to the extent that CSC's ability to perform services for GD is not adversely affected.If GD requires or desires an information technology product or service that is not being provided by CSC at that time, the Division shall provide the request to CSC in writing, and CSC will have the exclusive right to provide or procure such product or service. If CSC elects not to provide or procure the product or service, GD may procure the product or service from any other source, without limitation.Limited Agency CSC will be the agent of General Dynamics only to the extent required to provide the services in the contract. With telecommunications services in particular, CSC shall act as the agent of GD only to perform those functions that are reasonable, appropriate, necessary, or advisable to ensure that GD receives all necessary telecommunications services for the performance of IS services. C2~ is not authorized under this agency appointment to terminate, substantially modify, or take any action that would constitute a breach of any of the telecommunications agreements without first obtaining the written consent of General Dynamics or the Division.Licensed Software GD will grant CSC the right to use software programs, computer tapes, database information, and other similar assets.368General Dynamics and Computer' Sciences Corporation: Outsourcing the IS Function (C) 193-146Rights of Access to Facilities and Shared SoftwareDuring the terms of the agreement, GD and CSC will each provide the other access to information technology services, equipment, facilities, and related furnishings necessary to perform the services in this contract. The parties agree to cooperate with each other and will act reasonably and in good faith in coordinating the ongoing use by one party or space and related utilities and services provided by the other party.Work Authorizations or similar written documents will be used to authorize changes to occupancy use, including space allocation and charges.CSC Use of Division Space CSC will have the right to use, enjoy, and occupy such space and related utilities and services to the same extent as any other Division of GE) occupying such space. CSC's rights will be materially similar to those enjoyed by DSD immediately prior to the inception of this contract.Charges for CSC Occupancy Charges for space and related utilities and services will initially be the rates typically charged to DSD prior to the execution of this contract, with any increase limited to CPI on inflatable costs up to 2.3% in 1992, and 6.5% in each calendar year thereafter. CSC will be entitled to verify the accuracy of these charges by review of the historical data reflecting DSD occupancy charges for the 10-month period immediately preceding the inception of this contract.. If CSC is able to demonstrate discrepancy between the current charges and the historical data, appropriate adjustment will be made.Policies Relating to CSC Occupancy At all times during the period CSC uses space and related utilities and services in any Division facilities, CSC shall comply with the customary and reasonable policies governing access to and use of the facilities, provided however, that such policies do not discriminate with respect to CSC or its employees, agents, or contractors.Changes to CSC Space Requirements CSC may notify GD at any time that it requires less space than it is allocated, and within 30 days after such a request, it will be allocated less space. If CSC determines that it requires additional Division space and services to provide full service to GE), CSC shall make a written request to the Division, setting forth the amount of additional space required, the reason for the additional space, and the intended use of such space. The Division will provide additional space, subject to availability. In no instances will the Division be required to provide such space if it is not reasonably available.Division Use of CSC Space and Related Furnishings CSC will continue to provide to GD access to and use of the space and related furnishings and utilities at CSC's premises as were being provided to or used by GD prior to the execution of this contract.Disposition of Property In the event of disposition by sale, lease, condemnation, or otherwise of existing General Dynamics property that CSC is occupying, GD may provide written notice to CSC to vacate the affected property. CSC will cooperate with GD in vacating such premises as promptly as practical, but in no event will CSC be required to vacate the premises on less than 90 days' notice. General Dynamics shall be responsible for all reasonable costs to CSC attributable to any such relocation. Any reduction in performance of services by CSC while relocating under these conditions shall not be considered a breach of this contract.369193-146General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C)TransitionCooperation and Assistance The parties shall cooperate in arranging for an orderly, effective transition of operational control of the Data Centers from General Dynamics to CSC, and will provide each other reasonable access to premises and personnel to enable an effective transition of the services to be performed.Account Executives CSC and the Division shall each appoint an Account Executive who will have overall program management responsibility for monitoring CSC's performance of services and addressing performance deficiencies. Account Executives shall meet upon the request of either party for the following purposes:To develop and implement problem recovery plans and solutions, in theevent that noted deficiencies in performance by CSC are not resolved.To review CSC's performance, coordinate the provision of services to theDivision, and discuss future Division requirements.To ensure that adequate personnel are available and are provided the proper tools, training, and support necessary to meet performance requirements.To modify service order intervals, maintenance, response times, and performance standards by which the services will be measured and managed.To serve as the principal interface between Division and CSC with respect to all issues relating to the services provided.To review Division responsibilities and any failure by Division to conform.To discuss rate and pricing issues.To discuss and affect any other program management issue that may arise.In the event that the Account Executives are unable to resolve any issue, the CSC Account Executive shall refer that issue to a person at the appropriate level of CSC management necessary to resolve the issue. In the event that the issue cannot be resolved at this level, or after 30 days, the Account Executives shall refer the issue to the Operating Oversight Board (see below).Account Executives shall mutually agree on the identity and designated tasks of certain key employees, and such employees shall not be replaced or reassigned by CSC without just cause and approval by the GD Division.Service modifications If a Division wishes to request modifications in the services provided by CSC, the Division must submit the request in writing. CSC will promptly provide the Division with good-faith estimates of the cost (if any) and will advise as to the most cost effective means of implementing such requested modifications. CSC is responsible for implementing modification requests, and GD is responsible for paying for the modifications.370General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C) 193-146Mutual cooperation Each party agrees to provide all cooperation reasonably necessary to effect additions, modifications, relocations, and removals of equipment, facilities, and personnel requested by the other party.Fees and PricingFees / Cost Centers Fees to be charged by CSC to Divisions will be determined on the basis of cost center accounting and a resource consumption billing methodology (outlined in the Terms Sheet, above). Data Center Overhead would be allocated among the cost centers as a percentage of total costs, according to the methodology used at DSD. There will be four categories of cost centers as described in the Terms Sheet: Fixed Rated, Fixed Rated ("Banded") Volume Threshold, Adjustable Rated, and Non-Rated.New Services When a new service is required to be provided by CSC to a Division, the service will be established initially as a Non-Rated cost center. Within the first year of operation, each new service will be reevaluated and assigned, by mutual agreement of CSC and the Division, to one of the categories of Rated or Non-Rated cost centers on a permanent basis.For certain specific, unique, direct contractual business opportunities, CSC agrees to cooperate with the Division to develop a specially modified rate structure.Use of Assets General Dynamics agrees to use productively those assets acquired by CSC in the purchase of the Data Systems Division and directly billed in the Non-Rated and Adjustable Rated cost centers for an initial three-year minimum period, unless the parties agree that disposal of any such asset is in their mutual interest.General Dynamics agrees to use productively those assets acquired by GSC after January 1, 1992 and directly billed in the Non-Rated and Adjustable Rated cost centers for the initial three-year period, and at rates agreed to between the parties at the time, unless the parties agree that disposal of any such asset is in their mutual interestThe Division will give CSC at least three months' prior notice if it intends to discontinue any service or the use of any equipment.CSC will apply the same asset depreciation schedule that DSD or the Division applied immediately prior to the commencement date of the contract, provided that this methodology would be in compliance with government regulations.Good-Faith Efforts For rates that require negotiation, the parties will make a good faith effort to complete such negotiations on a timely basis. Until an agreement is reached, billing shall be continued at the most recent prior billing rates. Once an agreement has been reached, the agreement will be retroactive to the date when the rate revision was first necessitated.Changes in Service Requirements Substantial and material changes in existing service requirements formally requested by a Division will require renegotiation of cost center classifications and/or a redetermination of rates or costs. Examples of substantial and material changes include a cost center change, program termination, or a significant savings from the acquisition of new technology.371193-146 General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C) Incentive Fee CSC shall be paid an incentive fee for implementing actual and substantiated cost reductions from annual projected direct Non-Rated and Adjustable Rated costs, as follows: In calendar year 1992 (the first year of the contract), CSC shall be paid incentive fee payments equal to 100% of the actual first-year annualized cost savings in excess of $1.8 million in the aggregate for all serviced GD Divisions. In calendar year 1993, and subsequent years, CSC shall be paid incentive fee payments equal to 75% of the additional actual first-year annualized cost savings. For savings beyond the first year of realization, General Dynamics will receive 100% of the savings.A reduction in planned acquisitions made at a Division's direction are not considered a cost savings by CSC. Incentive fee payments are to be included as part of a Division's total payments for the purpose of determining whether minimum payment provisions have been satisfied (see below).Molt-Favored Client CSC will not charge any higher rate to the Division with respect to a particular information technology service than CSC is charging to any other client in substantially the same circumstances.Written Representation CSC will deliver annually to the Division a written representation that the rates charged for the prior year were reasonable and competitive. This written representation will also include an analysis and summary of those cost savings that CSC has achieved over the costs for services supplied by DSD. General Dynamics is permitted to disclose such analysis and supporting documentation to authorized U.S. auditors, if required by auditors to do so. A Division shall reimburse CSC for the amount of any extraordinary expenses incurred in connection with the preparation of such analysis and written representation.Minimum Payments Minimum payments by General Dynamics are established for the first three years of the contract (and at 90% of the budget in years 4 to 10), as agreed upon in the Terms Sheet. These minimum payments represent the total payments to CSC per year by all of General Dynamics Divisions in aggregate. General Dynamics will internally allocate minimum payment amounts among its business units.If any serviced Division is sold or otherwise divested by General Dynamics, at GD's option, the minimum payment associated with the divested Division will be subtracted from GD's aggregate minimum payment and (1) GD will cause, as part of the divestiture, the divested Division to be obligated to meet its portion of the minimum payment and other obligations to CSC for the remainder of the contract, or (2) the parties will in good faith negotiate the incremental profit attributable to the remaining minimum payments that would likely be made by the divested Division, and GD shall then pay an agreed-upon lump-sum amount to CSC, and the divested Division shall be relieved of the obligation to make minimum payments, and the contract between CSC and the Division unit will be terminated.Invoices / Payment / TaxesInvoices CSC will invoice the Division on a semimonthly basis on the fifteenth day and the last day of every month. The Division will have audit rights to all CSC unit volume usage figures presented on the invoices.Payment The Division will pay CSC within 10 days after submission of each invoice. A late charge equal to an annual percentage rate of 12% will be applied to any amounts outstanding more than 10 days, except with respect to any portion of an invoiced amount that is being challenged in good faith by the Division, provided that the balance of the invoice is paid within 10 days of372General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C) 193-146submission of the invoice. If the Division is found liable for the challenged amount, late charges will be applied retroactively to the contested amount from the date that such a charge would otherwise have begun to accrue.Taxes Payment of all federal, state, and local taxes based on services provided under this agreement shall be the responsibility of CSC either through a direct payment or a credit to the Division or by another mechanism mutually agreeable to the parties. The Division will in no instance incur charges for use taxation.AuditAnnual Operational Audit The Division and its auditors, at the Division's expense and with reasonable notice to CSC, have the right to conduct an annual operational audit (and more frequently if it will not unreasonably disrupt the operations of CSC) to verify that CSC is exercising reasonable data processing operational procedures in accordance with generally accepted standards. In conducting each operational audit, the Division will not be entitled to review any confidential or proprietary information of any third party and may not materially interfere with the ability of CSC to perform the required services.Financial Audit CSC will permit the Division or its designated representatives access to CSC's facilities to perform an annual audit (and more frequently if such an audit will not unreasonably disrupt the operations of CSC). The Division will provide to CSC a copy of each audit report upon its completion. As soon as reasonably practical, the parties will review the audit report end work in good faith to agree upon any reimbursement of charges and additional payments due to either party, and any appropriate future adjustments to CSC's charges and practices. If the audit demonstrates that CSC's invoiced charges exceeded the audit-determined charges by more than 10%, CSC shall reimburse the Division for the cost of the audit.In conducting any financial audit, the Division will not be entitled to review any confidential or proprietary information of a third party. In the event that CSC desires to limit the scope of GD's audit rights in order to protect confidential or proprietary information of CSC or its affiliates, that portion of the audit shall, at CSC's expense, be conducted by an independent third-party auditor mutually agreeable to CSC and the Division. In the event that the Division desires to have an audit performed by the independent accounting firm currently performing General Dynamics' regular company audits end CSC objects to the firm, CSC will reimburse the Division for 50% of the additional cost reasonably incurred in having the audit performed by a different accounting firm acceptable to CSC.Cooperation CSC shall cooperate with a Division during the operational audit and the financial audit and with any regulatory authority having jurisdiction over the regulatory audits of the Division.Division's Data CSC shall cooperate with a Division or any regulatory authority in connection with the examination of a Division's data or other information relating to Division business, which may be reasonably required or requested for an audit.373193-146 General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C)Term and RenewalTen-year Term This agreement will continue in full force and effect until the day prior to the tenth anniversary date of the commencement date, unless extended or terminated sooner in accordance with the provisions of this contract.Automatic Renewal Unless terminated, the agreement will renew automatically for successive two-year terms commencing on the expiration of the initial 10-year term. CSC's exclusive right to provide information technology services will survive during such renewal term(s).Non-Renewal In the event that either party does not wish the agreement to renew automatically at the end of the initial 10-year term or a two-year renewal term, the non-renewing patty must notify the other patty in writing no later than 12 months prior to the expiration date of the initial term or the renewal term.In the event that the Division notifies CSC in writing no later that 36 months prior to the expiration of the initial l0 -year agreement that it does not intend to renew the agreement, then CSC, effective at the beginning of this 36-month period, may no longer have an exclusive right to perform or procure products and services for the Division, end the parties shall reasonably cooperate to develop guidelines to recover the value of any business lost to CSC if the Division procures product or services elsewhere than from CSC for the remainder of the initial term.TerminationTermination for Material Event In the event CSC commits or is responsible for a material event ("material event" refers to any event or circumstances that have a material adverse effect on the Division's business), the Division may, by giving written notice to CSC, terminate the agreement. Such a termination, however, may not be effective until the Chief Executive Officers (or their designates) of CSC and GD have had a reasonable opportunity to determine whether a material event has occurred. If they determine that a material event has in fact occurred, the Division may terminate this agreement without resorting to arbitration. Failing such resolution by the CEOs, the Division will refer the matter to arbitration; if the arbitrators rule that CSC is responsible for a material event, the Division may terminate this agreement.Termination for Non-Payment In the event that the Division breaches its obligation to pay to CSC any amount due and does not cure the breach within 15 days after being given written notice, then CSC may, by giving written notice to the Division, terminate the agreement. The agreement may not be terminated for non-payment until 72 hours after each member of the Executive Committee (see below) has been notified of the intent to terminate.CSC may terminate the agreement for a Division's failure to pay any amount that is due to CSC unless the Division promptly notifies CSC of any disputed amount being withheld from CSC and specifies the reasons for dispute, and the Division is diligently pursuing dispute resolution procedures.If the aggregate amount withheld for dispute by all divisions at any one time is greater than $20 million, CSC may terminate the agreement at that time.374General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C)193-146Termination for Insolvency In the event that any party is unable to pay its debts generally as they come due or is declared insolvent or bankrupt, then the other party may, by giving written notice, terminate the agreement.Termination upon Change of Control In the event that any person or entity shall have acquired, by contract or otherwise, all of the assets or majority control of the outstanding equity assets of CSC, the Division may terminate this agreement.Partial Termination In the event that CSC does not cure any material performance standard breach within 30 days after written notice has been given by a Division to CSC, then within the next 30 days, the Division and CSC will cooperate to identify and retain a third-party service provider as soon as practical to begin to remedy the breach at CSC's cost.Cooperation CSC agrees that upon termination for any reason and/or expiration, it will exercise its best efforts to effect an orderly and efficient transition to a successor service provider.Termination Assistance Upon any notice of termination or the expiration of this agreement, CSC will provide to the Division or its designee any and all termination assistance reasonably requested by the Division and to facilitate the orderly transfer of responsibility for the information ernance of ContractOperating Oversight Board Each CSC Data Center and the GD Divisions it services will appoint an equal number of members to an Operating Oversight Board. Members will include Account Executives and other management representatives. The Operating Oversight Board will meet as needed to resolve any continuing dispute between the parties which has not been resolved after reasonable attempts by the Account Executives or the appropriate level of CSC management. The Board will discuss the problem and negotiate in good faith to resolve the dispute without the necessity of any action by the Executive Committee {see below).Executive Committee An Executive Committee of executive management of CSC and General Dynamics will meet to resolve disputes that have not been resolved by the appropriate Operating Oversight Board and to review plans for Data Centers and service Divisions and other matters deemed appropriate. The Executive Committee will include three members from CSC and two members from GD.Referral of Disputes In the event that the Executive Committee is not able to resolve a dispute, it will notify the parties and either party may then submit the matter for resolution by formal arbitration (see Arbitration below).Representations and WarrantiesProfessional Performance CSC (or any third-party performing services under CSC's direction and control) will perform services for GD in a professional manner, using individuals or suitable skills and following the development methodologies agreed to in this contract.375General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C)Performance Levels CSC will use its best efforts to provide services in accordance with the performance standards in Attachment B and will apply ail its resources to the fullest extent reasonably practical to the provision of these services.No Warranties Except as specifically set forth in this contract, the services are provided without any warranties of any kind.Indemnities end Limitation of LiabilitiesLimitation CSC's total liability for the performance or non-performance of its obligations, whether by negligence, intentional conduct, or otherwise, is not to exceed 8% of the total billings by CSC to a Division in any one year.For grossly negligent, willful, or intentional conduct resulting in bodily injury, death, or damage to real property or unauthorized disclosure of any proprietary GD information, CSC's liability will not be limited.Third-Party Vendors CSC is not liable for damages caused by services, systems, software, or other components that it does not furnish or manage.Indemnification CSC and the Division will indemnify each other against all liability, loss, damage, and expense resulting from injury or death of any person or loss or damage to property to the extent that the liability was caused by the indemnifying party's grossly negligent act or omission. The indemnifying party will be notified as soon as practical of any such claim and shall have the right to control the defense of all such claims and related legal proceedings, and the indemnified party will have the right to participate in such proceedings. In no event shall the indemnified party settle any such claim without the indemnifying party's prior approval.The Division will indemnify CSC against all liability, loss, damage, or expense that CSC may sustain in connection with any product or service used or manufactured by the Division, provided that the Division is promptly notified of the claim, has the right to control the defense or settlement of the claim, and CSC may participate in the settlement of the claim.Intellectual Property Indemnity Each of the parties will indemnify one another from any and all claims, actions, liabilities, damages, costs, and expenses arising out of any third-party claims of infringements of patents, copyrights, licenses, trade secrets, trademarks, or any other proprietary right, provided that the indemnifying party is notified as soon as practical of such a claim. The indemnified party will have the right to control the defense of all such claims or legal proceedings, and the indemnified party will have the right to participate in the proceedings. In no event will the indemnified party settle any such claims without the prior approval of the indemnifying party.Proprietary InformationProprietary Information "Proprietary information" includes, but is not limited to, the pricing, methods, processes, financial data, lists, statistics, software, systems, equipment, programs, research, development, strategic plans, operating data, or related information of each of the parties concerning their past, present, or future business activities. The terms, conditions, and376General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C)193-146attachments of this agreement are also considered proprietary information. Information developed independently by either party remains the proprietary information of that party.Confidentiality The parties agree that for the term of this agreement and any renewal terms and for a period of seven years from the date of its termination or expiration, proprietary information will be maintained in strict confidence and will be used only for the purposes of this agreement. Each party agrees to take all reasonable precautions to prevent disclosure of proprietary information. In the event that additional security procedures are reasonably requested by a Division, CSC will perform the additional procedures, and the Division will reimburse CS for any expenses incurred.Permissive Disclosures Disclosures of CSC's proprietary information by a Division are permitted to the following parties: Division or GD employees in strict need of access to such information for purposes specifically related to either party's responsibilities under this agreement; employees or representatives of CSC in strict need of access to such information for purposes specifically related to either party's responsibilities under this agreement; joint venture partners, subcontractors, clients, and customers in strict need of access to such information for purposes specifically related to either party's responsibilities under this agreement; or any other persons in strict need of access to such information for purposes specifically related to either party's responsibilities under this agreement,Return upon Request The parties agree that upon request of the party having proprietary rights to proprietary information, the party in possession of such information will promptly return it to the requesting party or, with the requesting party's written consent, will promptly destroy it and will provide written certification of its destruction.Irreparable Harm The parties acknowledge that any disclosure or misappropriation of proprietary information in violation of this agreement could cause irreparable harm, the amount of which may be extremely difficult to estimate, thus making any remedy at law inadequate. Each party therefore agrees that the other party has the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of proprietary information confidentiality.Proprietary RightsData All data or information supplied by a Division to CSC for processing and/or storage of information in connection with the services provided by CSC are and will remain the property of the Division. All such data and information are subject to the confidentiality terms described above.Safeguarding Data CSC will establish and maintain precautions against the destruction, loss, or erroneous alteration of a Division's data in the possession of CSC.Media Unless furnished by the Division or a customer of the Division, all media upon which Division's data are stored are and shall remain the property of CSC, except reports provided to the Division in report format.377193-146 General Dynamics and Computer Science Corporation: Outsourcing the IS Function (C)Return of Data Upon expiration or termination of this agreement or any renewal term or at any time upon Division request, CSC will promptly return to the Division in the format end on the media requested all of the Division's data then in possession or control of CSC.No Ownership Nothing in this agreement shall be construed to grant either party any ownership or other interest in the proprietary information or software of the other or a third party, except as may be provided under a license specifically applicable to such software.ArbitrationAny claim or controversy relating to this agreement which is not resolved by the Account Executives, Operating Oversight Board, or Executive Committee shall be settled only by binding arbitration. The party wishing to commence arbitration must give the other party 30 days' written notice describing the dispute to be arbitrated. During that 30 days, the two parties will continue to attempt to resolve the dispute amicably by negotiation.Any arbitration shall be conducted in accordance with the rules of the American Arbitration Association ("AAA Rules") by three arbiters, none of whom may be an officer or employee of either of the two parties. The arbitration shall be governed by the United States Arbitration Act, and judgment upon the award rendered by the arbiters may be entered by any court of competent jurisdiction. The arbitration shall take place in Falls Church, Virginia (General Dynamics headquarters).The costs and expenses of arbitration shall be allocated by the arbiters between the parties, as the arbiters see fit. The arbiters shall not consider nor award any amounts for punitive or exemplary damages.MiscellaneousForce Majeure Neither party shall be liable to the other for any delay or failure to perform its obligations when the cause is (1) the other party's failure to supply approvals, information, materials, or services called for, or (2) beyond its control, including acts of civil or military authority; national emergencies; labor difficulties of the other party; fire; flood; acts of God; insurrection; war; riots; failure of transportation, heat, air conditioning, or power supply affecting computer operations in areas managed by the other party.Relationship of Parties The parties in this agreement ars independent contractors and, except as expressly set forth within this agreement, there is no agency relationship, nor joint venture, nor partnership between these parties. Except as provided in this agreement, neither party has the authority to bind or obligate the other party in any manner whatsoever.Subcontractors Subcontractors of CSC will comply with and be bound by the requirements of this agreement. CSC shall remain fully responsible for any obligations it subcontracts and CSC shall be solely responsible for payments due its subcontractors.Amendments Modification, amendments, supplements, or waivers to this contract shall be in writing end be duly executed by the parties.378General Dynamics and Computer Science Corporation: Outsourcing the IS Function (C)193-146No-Hire Commitments CSC and the Division agree that during the term of the agreement and any renewal agreement and for three years after the expiration or termination of the agreement, neither will solicit to hire, without the prior written consent, any person employed then or within the preceding year by the other party.Health and Safety Each party agrees that it will require its employees, while they are on premises owned or leased by another party, to comply with that party's reasonable requirements regarding health and safety and other matters as provided in writing by the pliance In performing services, CSC will comply with all applicable federal or state rules, regulations, or laws relating to the services provided, unless non-compliance is caused by General ernment Contracts CSC agrees to accept contract clauses set forth in contracts that require flow-down provisions between the Divisions and the U.S. Government for the provision of products or services to the Government by the Division to the extant that CSC's acceptance of such clauses is necessary for the negotiation of and compliance with those contracts by the Division. CSC further agrees to support price analysis of CSC's prices and will cooperate in furnishing information, data, and records reasonably needed by the Division in connection with its U.S. Government contracts. Any extraordinary expenses incurred by CSC in this effort will be reimbursed by the Division as a special project.379193-146 General Dynamics and Computer Sciences Corporation: Outsourcing the IS Function (C)Exhibit A-1 Sample Page from " Attachment B: Performance Standards"Availability = Scheduled Machine Uptime---Total DowntimeScheduled Machine UptimeReliability : Service interruptions <= 1 per week Interrupt hours <= 2.3 hours per weekCapacity (total): <= 2,239,563 NUUs (=7%)(2). TSO Preceding Performance Objectives· Availability: <= 98%Availability = Scheduled TSO Ur-Time--Total T$O DowntimeScheduled TSO UptimeReliabilityService interruptions <= 1 per weekInterrupt hours <= 3 hours per weekResponsiveness (measured at host): Total Transactions 95% of the time <= 2 sec. average <= 1 sec. Trivial Transactions 95% of the time <= 0.4 sec. average <= 0.17 sec.Capacity Concurrent users <= 600 maximum at any time Concurrent users <= 450 average at any time Transaction Volume Simple transactions <= 1,100,000 transaction per day Total transactions <= 1,300,000 transaction per day(3) IMS Production Processing Performance Objectives Availability: <= 98%Availability = Scheduled IMS Up-Time---Total IMS DowntimeScheduled IMS UptimeReliability: Service interruptions <= 1 per weekInterrupt hours <= 3 hours per weekResponsiveness (measured at host):Class 1 Transactions 95% of the time <= 4 sec. Average <= 2 sec.All Message Processing: Program (MPP) transactions 96% of the time <= 5 sec. averageCapacity--Transaction volume Class I transactions <= 700,000 transactions per day Total transactions <= 1,100,000 transactions per day380 ................
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