Common use of Grant of Trademarks License Clause in Contracts

Grant of Trademarks License. (a) Upon the terms and subject to the conditions set forth in this Section 2.5, including Section 2.5(c), CSC hereby grants to CSRA and CSRA Subsidiaries a non-transferrable, non-assignable, royalty-free, non-exclusive, limited license to use the trademarks, service marks, logos, and domain names listed on Schedule 2.5(a), whether registered or unregistered (the “Licensed Marks”), within the CSRA Field, in connection with the operation, advertisement, marketing, promotion and support of the CSRA Business and the Licensed Products in accordance with the limitations set forth on Schedule 2.5(a), and in a manner not likely to cause confusion with the Unlicensed Marks (the “Trademarks License”), which Trademarks License shall expire at the end of the Wind-Down Period. (b) CSRA acknowledges and agrees, and agrees to cause all CSRA Subsidiaries and sublicensees to acknowledge and agree, that all right (including all Intellectual Property Rights), title and interest in the Licensed Marks are owned exclusively by CSC. No right, title or interest in any Unlicensed Marks are granted to CSRA, CSRA Subsidiaries or any Third Party by this Agreement. (c) Notwithstanding anything herein to the contrary, CSRA shall have no right under the Trademarks License to use the specific marks (i) “COMPUTER SCIENCES” or (ii) “CSC”. CSRA shall, and shall cause the applicable CSRA Subsidiaries to, (i) use its and their best efforts to promptly file amended articles of incorporation (or equivalent organizational documents) with the appropriate Governmental Entity changing its corporate or entity name to a corporate or entity name that does not contain “COMPUTER SCIENCES” or “CSC”, and (ii) provide CSC with any additional information, documents and materials that CSC may request to evidence those filings. None of the other Licensed Marks may be used by CSRA or CSRA Subsidiaries as a corporate or entity name, or trade name.

Grant of Trademarks License. (a) Upon the terms and subject to the conditions set forth in this Section 2.5, including Section 2.5(c)2.4, CSC hereby grants to CSRA Computer Sciences GS and CSRA Computer Sciences GS Subsidiaries a perpetual, non-transferrable, non-assignable, royalty-free, non-exclusive, limited license to use the trademarks, service marks, logos, and domain names and other source identifiers listed on Schedule 2.5(a2.4(a), whether registered or unregistered (the “Licensed Marks”), within the CSRA Computer Sciences GS Field, in connection with the operation, advertisement, marketing, promotion and support of the CSRA Business and the Licensed Products in accordance with the limitations set forth on Schedule 2.5(a)Computer Sciences GS Business, and in a manner not likely to cause confusion with the Unlicensed Marks (the “Trademarks License”), which Trademarks License shall expire at the end of the Wind-Down Period. (b) CSRA acknowledges and agrees, and agrees to cause all CSRA Subsidiaries and sublicensees to acknowledge and agree, that all right (including all Intellectual Property Rights), title and interest in the Licensed Marks are owned exclusively by CSC. No right, title or interest in any Unlicensed Marks are granted to CSRA, CSRA Subsidiaries or any Third Party by this Agreement. (c) Notwithstanding anything herein to the contrary, CSRA shall have no right under the The Trademarks License to use the specific marks marks: (i) “COMPUTER SCIENCES” or SCIENCES GOVERNMENT SERVICES and (ii) “CSC”. CSRA shall, COMPUTER SCIENCES GS includes the right to use such marks as and shall cause the applicable CSRA Subsidiaries to, (i) use its and their best efforts to promptly file amended articles as part of incorporation (or equivalent organizational documents) with the appropriate Governmental Entity changing its corporate or entity name to a corporate or entity name name, or trade name; provided that does not contain such corporate or entity name, or trade name, consists of the exact phrase “COMPUTER SCIENCESSCIENCES GOVERNMENT SERVICES”, or “COMPUTER SCIENCES GS”, followed directly by an entity designation such as (but not limited to) “Inc.”, “LLC”, or “Limited” after the word “SERVICES” or the letter “CSC”, and (ii) provide CSC with any additional information, documents and materials that CSC may request to evidence those filings. S.” None of the other Licensed Marks may be used by CSRA Computer Sciences GS or CSRA Computer Sciences GS Subsidiaries as a corporate or entity name, or trade name. (c) CSC agrees not to use, or permit any other Person (other than Computer Sciences GS or Computer Sciences GS Subsidiaries) to use, the exact designation “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” as, or as a component of, any trademark, service xxxx, trade name, corporate or entity name, or “doing business as” name; provided, however, CSC may use, and authorize others to use, “COMPUTER SCIENCES” as, or as a component of, any trademark, service xxxx, trade name, corporate or entity name, or “doing business as” name as long as not used as the exact phrase “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS”; and CSC may also use “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” to refer to Computer Sciences GS or Computer Sciences GS Subsidiaries. (d) Computer Sciences GS may develop logos or stylized “CSGOV” marks, however, before any public use of any such CSGOV logos commence, Computer Sciences GS must first submit proposed drawings of such marks to CSC for CSC’s written approval. After having obtained written approval from CSC, such CSGOV logos will become Licensed Marks under this Agreement, and as long as such CSGOV logos are not materially altered, Computer Sciences GS may use such CSGOV logos as long as such use otherwise complies with the terms of this Agreement. Computer Sciences GS further agrees that CSC will own all trademark, copyright, and other rights in such CSGOV logos, and Computer Sciences GS hereby assigns, grants and delivers (and agrees further to assign, grant and deliver) exclusively to CSC, all right, title and interest of every kind and nature whatsoever in and to any such CSGOV logos, including all copyrights and all renewals of copyrights. Computer Sciences GS further agrees, at CSC’s sole cost and expense, to execute and deliver to CSC such other and further instruments and documents that CSC may reasonably request for the purpose of establishing, evidencing, enforcing or defending CSC’s right, title and interest of every kind and nature whatsoever, including all copyrights, in and to such CSGOV logos. (e) Notwithstanding the foregoing, Computer Sciences GS shall be permitted to use any stationary, marketing and promotional material and any other materials bearing any Unlicensed Marks that it has in its stock until such time as such stock is depleted or six (6) months after the Distribution Date, whichever comes first. (f) Computer Sciences GS and Computer Sciences GS Subsidiaries may sublicense the Licensed Marks solely in accordance with the Trademarks License to advertisers, distributors, vendors, dealers, suppliers and other Persons, solely for use in connection with the operation of the Computer Sciences GS Business in a manner consistent with past practice. Computer Sciences GS shall be responsible for any act or omission by a sublicensee or by any Computer Sciences GS Subsidiaries that would constitute a breach of the Trademarks License or other terms hereof, as if committed by Computer Sciences GS. (g) Computer Sciences GS’s, Computer Sciences GS Subsidiaries’ and any permitted sublicensees’ use of the Licensed Marks shall comply with relevant elements of CSC’s trademark guidelines and applicable Laws. CSC further reserves the right to approve the quality and propriety of any goods or services using the Licensed Marks, which approval shall not be unreasonably withheld, conditioned or delayed. It is the purpose of this provision to prevent uses of the Licensed Marks in a manner that are inconsistent with CSC’s high quality of goods and services or in a manner that might be offensive to ordinary and customary standards of exceptional service as determined by CSC, in its sole discretion, or that could undermine or damage the reputation of CSC. Computer Sciences GS further agrees to furnish CSC, upon request, with sample specimens of each item bearing the Licensed Marks or pre-printed promotional literature, video, media production, web pages, or other marketing aids which Computer Sciences GS, Computer Sciences GS Subsidiaries, or any permitted sublicensee proposes to use with and which incorporate the Licensed Marks. Computer Sciences GS agrees that all advertising and promotional materials in which it and Computer Sciences GS Subsidiaries and permitted sublicensees use the Licensed Marks shall be truthful in all respects. CSC shall have the right to require Computer Sciences GS, Computer Sciences GS Subsidiaries and any permitted sublicensee to make reasonable changes to such literature or marketing aids for the purpose of eliminating inaccuracies, to ensure compliance with the requirements of this section or otherwise to protect the Licensed Marks. If no objection is made by CSC within ten (10) Business Days after its receipt of such material, CSC shall be deemed not to object to its use or distribution. CSC shall not be deemed to endorse the accuracy of, or assume any legal responsibility for the contents of such promotional material or media presentations. Computer Sciences GS and Computer Sciences GS Subsidiaries may not modify, change or alter any Licensed Xxxx without the prior written consent of CSC, not to be unreasonably withheld, conditioned or delayed. Computer Sciences GS agrees that it shall not, directly or indirectly, do, omit to do, or permit to be done, any act that will or may dilute the goodwill associated with the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Marks or CSC or that will or may invalidate or jeopardize any registration of the Licensed Marks. Computer Sciences GS and Computer Sciences GS Subsidiaries shall not purchase Internet keywords or domain names containing the Licensed Marks. (h) Computer Sciences GS recognizes the ownership of, and great value of the goodwill associated with, the Licensed Marks as well as the marks COMPUTER SCIENCES and COMPUTER SCIENCES CORPORATION. Computer Sciences GS acknowledges that such goodwill belongs to CSC and that such Licensed Marks, as well as the marks COMPUTER SCIENCES and COMPUTER SCIENCES CORPORATION, have inherent and/or acquired distinctiveness and are famous marks. Nothing in this Agreement gives Computer Sciences GS, Computer Sciences GS Subsidiaries, or any sublicensees any right, title, or interest in the Licensed Marks, or the xxxx/designation COMPUTER SCIENCES, except the right to use the Licensed Marks in accordance with the terms of this Agreement. Computer Sciences GS’s, Computer Sciences GS Subsidiaries’, and any sublicensees’ use of the Licensed Marks shall inure to the benefit of CSC. Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees, will not, and will not cause any other Person to, seek to register any marks for, containing, or confusingly similar to, the Licensed Marks or the xxxx COMPUTER SCIENCES. Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees shall not, and shall not cause any other Person to, oppose or seek to cancel or challenge, in any forum anywhere in the world, including, but not limited to, the United States Patent and Trademark Office, any application or registration by CSC for the Licensed Marks, or a xxxx consisting of or containing “COMPUTER SCIENCES”, or any composite xxxx containing a Licensed Xxxx as an element of such composite xxxx. Further, Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees, shall not, and shall not cause any other Person to, object to, or file any action or lawsuit because of, any use by CSC of: (i) the Licensed Marks, (ii) any composite xxxx containing a Licensed Xxxx, (iii) the xxxx COMPUTER SCIENCES or any composite xxxx containing “COMPUTER SCIENCES”, or (iv) any company name, corporate name, trade name, keyword, or domain name consisting of or containing any of the Licensed Marks or “COMPUTER SCIENCES”, for or in connection with any goods or services, whether such use is by CSC directly or through CSC’s licensees, CSC Subsidiaries, or CSC’s authorized users; and Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees will not, and will not cause any other Person to, take any other action which may adversely affect or contest CSC’s ownership of or right to use the Licensed Marks, any composite xxxx containing a Licensed Xxxx, or the goodwill associated with the Licensed Marks. Other than as permitted in this Agreement, Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees will not, and will not cause any other Person to, use “COMPUTER SCIENCES” as, or as a part of, any trademark, service xxxx, corporate or entity name, trade name, keyword, or domain name. (i) Computer Sciences GS, Computer Sciences GS Subsidiaries, and any sublicensees as permitted under this Agreement, will display on materials utilizing or displaying the Licensed Marks any notice, marking, or indicia of ownership required by this Agreement or otherwise by CSC from time to time. Computer Sciences GS, Computer Sciences GS Subsidiaries, and any sublicensees as permitted under this Agreement will, in all material respects, use the Licensed Marks in a manner reasonably calculated to prevent the Licensed Marks from becoming generic or otherwise invalid. (j) Computer Sciences GS agrees to notify CSC in writing, as promptly as reasonably practicable, of any of the following which comes to the attention of Computer Sciences GS: (i) any adoption, use, or registration of any xxxx, trade name, trading style or corporate name, domain name, or designation which would infringe, impair or dilute, or tend to infringe, impair or dilute, the Licensed Marks or the xxxx COMPUTER SCIENCES; (ii) any challenge to CSC’s use, Computer Sciences GS’s use, Computer Sciences GS Subsidiaries’ use, or any sublicensees’ use of any Licensed Xxxx; or (iii) any claim made by any Person of any rights in any Licensed Xxxx or the xxxx COMPUTER SCIENCES. (k) Except as provided herein, CSC shall be responsible, at its sole discretion, for renewing and maintaining at CSC’s expense all trademark applications and registrations for the Licensed Marks. CSC may elect, for any reason, not to renew any applications and registrations for the Licensed Marks. In the event CSC determines during the Initial Term that it intends to allow an application or registration for a Licensed Xxxx to lapse, be cancelled or be abandoned, it will notify Computer Sciences GS as promptly as reasonably practicable and Computer Sciences GS shall be entitled to pursue or maintain such application or registration in CSC’s name, but at Computer Sciences GS’s sole cost and expense. Each Party agrees to cooperate and provide promptly, upon any request by the other Party, appropriate samples and specimens of CSC’s, Computer Sciences GS’s, and Computer Sciences GS Subsidiaries’, and any authorized sublicensees’ use of the Licensed Marks to assist the relevant Party in maintaining and renewing CSC’s applications and registrations for the Licensed Marks. (l) Computer Sciences GS shall, at its own expense, at least once in every six (6) months and at any time at CSC’s written request, provide CSC with a written report detailing, for each Licensed Xxxx, (i) each jurisdiction where Computer Science GS, every Computer Sciences GS Subsidiary, and every sublicensee is using such Licensed Xxxx and (ii) the manner in which such Licensed Xxxx is being used in such jurisdiction. (m) CSC may elect at any time, at its sole discretion and for any reason, to change, alter, or replace the trademarks and service marks that CSC directs to be used as the names of its Licensed Products or Licensed Methodologies. The changed/altered/replaced trademarks and service marks (the “New Marks”) directed by CSC to be used as the new names of the Licensed Products or Licensed Methodologies will become Licensed Marks under this Agreement, immediately upon receipt by Computer Sciences GS of written notification by CSC of any New Marks. Upon receipt by Computer Sciences GS of written notice of any New Marks, Computer Sciences GS agrees to, and agrees to cause all Computer Sciences GS Subsidiaries and sublicensees to, change over within ninety (90) days on all web pages, marketing materials, promotional items, advertising, documents, files, and other materials to the use of the New Marks instead of the former Licensed Marks being used for such Licensed Products or Licensed Methodologies. (n) Nothing in this Agreement shall constitute any representation or warranty by CSC that any Licensed Xxxx is valid or that the exercise by Computer Sciences GS, any Computer Sciences GS Subsidiary, or any permitted sublicensee of any rights granted under this Agreement with respect to any Licensed Xxxx will not infringe the Intellectual Property Rights of any Person.

Grant of Trademarks License. (a) Upon the terms and subject to the conditions set forth in this Section 2.5, including Section 2.5(c)2.4, CSC hereby grants to CSRA Computer Sciences GS and CSRA Computer Sciences GS Subsidiaries a perpetual, non-transferrable, non-assignable, royalty-free, non-exclusive, limited license to use the trademarks, service marks, logos, and domain names and other source identifiers listed on Schedule 2.5(a2.4(a), whether registered or unregistered (the “Licensed Marks”), within the CSRA Computer Sciences GS Field, in connection with the operation, advertisement, marketing, promotion and support of the CSRA Business and the Licensed Products in accordance with the limitations set forth on Schedule 2.5(a)Computer Sciences GS Business, and in a manner not likely to cause confusion with the Unlicensed Marks (the “Trademarks License”), which Trademarks License shall expire at the end of the Wind-Down Period. (b) CSRA acknowledges and agrees, and agrees to cause all CSRA Subsidiaries and sublicensees to acknowledge and agree, that all right (including all Intellectual Property Rights), title and interest in the Licensed Marks are owned exclusively by CSC. No right, title or interest in any Unlicensed Marks are granted to CSRA, CSRA Subsidiaries or any Third Party by this Agreement. (c) Notwithstanding anything herein to the contrary, CSRA shall have no right under the The Trademarks License to use the specific marks marks: (i) “COMPUTER SCIENCES” or SCIENCES GOVERNMENT SERVICES and (ii) “CSC”. CSRA shall, COMPUTER SCIENCES GS includes the right to use such marks as and shall cause the applicable CSRA Subsidiaries to, (i) use its and their best efforts to promptly file amended articles as part of incorporation (or equivalent organizational documents) with the appropriate Governmental Entity changing its corporate or entity name to a corporate or entity name name, or trade name; provided that does not contain such corporate or entity name, or trade name, consists of the exact phrase “COMPUTER SCIENCESSCIENCES GOVERNMENT SERVICES”, or “COMPUTER SCIENCES GS”, followed directly by an entity designation such as (but not limited to) “Inc.”, “LLC”, or “Limited” after the word “SERVICES” or the letter “CSC”, and (ii) provide CSC with any additional information, documents and materials that CSC may request to evidence those filings. S.” None of the other Licensed Marks may be used by CSRA Computer Sciences GS or CSRA Computer Sciences GS Subsidiaries as a corporate or entity name, or trade name. (c) CSC agrees not to use, or permit any other Person (other than Computer Sciences GS or Computer Sciences GS Subsidiaries) to use, the exact designation “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” as, or as a component of, any trademark, service xxxx, trade name, corporate or entity name, or “doing business as” name; provided, however, CSC may use, and authorize others to use, “COMPUTER SCIENCES” as, or as a component of, any trademark, service xxxx, trade name, corporate or entity name, or “doing business as” name as long as not used as the exact phrase “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS”; and CSC may also use “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” to refer to Computer Sciences GS or Computer Sciences GS Subsidiaries. (d) Computer Sciences GS may develop logos or stylized “CSGOV” marks, however, before any public use of any such CSGOV logos commence, Computer Sciences GS must first submit proposed drawings of such marks to CSC for CSC’s written approval. After having obtained written approval from CSC, such CSGOV logos will become Licensed Marks under this Agreement, and as long as such CSGOV logos are not materially altered, Computer Sciences GS may use such CSGOV logos as long as such use otherwise complies with the terms of this Agreement. Computer Sciences GS further agrees that CSC will own all trademark, copyright, and other rights in such CSGOV logos, and Computer Sciences GS hereby assigns, grants and delivers (and agrees further to assign, grant and deliver) exclusively to CSC, all right, title and interest of every kind and nature whatsoever in and to any such CSGOV logos, including all copyrights and all renewals of copyrights. Computer Sciences GS further agrees, at CSC’s sole cost and expense, to execute and deliver to CSC such other and further instruments and documents that CSC may reasonably request for the purpose of establishing, evidencing, enforcing or defending CSC's right, title and interest of every kind and nature whatsoever, including all copyrights, in and to such CSGOV logos. (e) Notwithstanding the foregoing, Computer Sciences GS shall be permitted to use any stationary, marketing and promotional material and any other materials bearing any Unlicensed Marks that it has in its stock until such time as such stock is depleted or six (6) months after the Distribution Date, whichever comes first. (f) Computer Sciences GS and Computer Sciences GS Subsidiaries may sublicense the Licensed Marks solely in accordance with the Trademarks License to advertisers, distributors, vendors, dealers, suppliers and other Persons, solely for use in connection with the operation of the Computer Sciences GS Business in a manner consistent with past practice. Computer Sciences GS shall be responsible for any act or omission by a sublicensee or by any Computer Sciences GS Subsidiaries that would constitute a breach of the Trademarks License or other terms hereof, as if committed by Computer Sciences GS. (g) Computer Sciences GS’s, Computer Sciences GS Subsidiaries’ and any permitted sublicensees’ use of the Licensed Marks shall comply with relevant elements of CSC’s trademark guidelines and applicable Laws. CSC further reserves the right to approve the quality and propriety of any goods or services using the Licensed Marks, which approval shall not be unreasonably withheld, conditioned or delayed. It is the purpose of this provision to prevent uses of the Licensed Marks in a manner that are inconsistent with CSC’s high quality of goods and services or in a manner that might be offensive to ordinary and customary standards of exceptional service as determined by CSC, in its sole discretion, or that could undermine or damage the reputation of CSC. Computer Sciences GS further agrees to furnish CSC, upon request, with sample specimens of each item bearing the Licensed Marks or pre-printed promotional literature, video, media production, web pages, or other marketing aids which Computer Sciences GS, Computer Sciences GS Subsidiaries, or any permitted sublicensee proposes to use with and which incorporate the Licensed Marks. Computer Sciences GS agrees that all advertising and promotional materials in which it and Computer Sciences GS Subsidiaries and permitted sublicensees use the Licensed Marks shall be truthful in all respects. CSC shall have the right to require Computer Sciences GS, Computer Sciences GS Subsidiaries and any permitted sublicensee to make reasonable changes to such literature or marketing aids for the purpose of eliminating inaccuracies, to ensure compliance with the requirements of this section or otherwise to protect the Licensed Marks. If no objection is made by CSC within ten (10) Business Days after its receipt of such material, CSC shall be deemed not to object to its use or distribution. CSC shall not be deemed to endorse the accuracy of, or assume any legal responsibility for the contents of such promotional material or media presentations. Computer Sciences GS and Computer Sciences GS Subsidiaries may not modify, change or alter any Licensed Xxxx without the prior written consent of CSC, not to be unreasonably withheld, conditioned or delayed. Computer Sciences GS agrees that it shall not, directly or indirectly, do, omit to do, or permit to be done, any act that will or may dilute the goodwill associated with the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Marks or CSC or that will or may invalidate or jeopardize any registration of the Licensed Marks. Computer Sciences GS and Computer Sciences GS Subsidiaries shall not purchase Internet keywords or domain names containing the Licensed Marks. (h) Computer Sciences GS recognizes the ownership of, and great value of the goodwill associated with, the Licensed Marks as well as the marks COMPUTER SCIENCES and COMPUTER SCIENCES CORPORATION. Computer Sciences GS acknowledges that such goodwill belongs to CSC and that such Licensed Marks, as well as the marks COMPUTER SCIENCES and COMPUTER SCIENCES CORPORATION, have inherent and/or acquired distinctiveness and are famous marks. Nothing in this Agreement gives Computer Sciences GS, Computer Sciences GS Subsidiaries, or any sublicensees any right, title, or interest in the Licensed Marks, or the xxxx/designation COMPUTER SCIENCES, except the right to use the Licensed Marks in accordance with the terms of this Agreement. Computer Sciences GS’s, Computer Sciences GS Subsidiaries’, and any sublicensees’ use of the Licensed Marks shall inure to the benefit of CSC. Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees, will not, and will not cause any other Person to, seek to register any marks for, containing, or confusingly similar to, the Licensed Marks or the xxxx COMPUTER SCIENCES. Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees shall not, and shall not cause any other Person to, oppose or seek to cancel or challenge, in any forum anywhere in the world, including, but not limited to, the United States Patent and Trademark Office, any application or registration by CSC for the Licensed Marks, or a xxxx consisting of or containing “COMPUTER SCIENCES”, or any composite xxxx containing a Licensed Xxxx as an element of such composite xxxx. Further, Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees, shall not, and shall not cause any other Person to, object to, or file any action or lawsuit because of, any use by CSC of: (i) the Licensed Marks, (ii) any composite xxxx containing a Licensed Xxxx, (iii) the xxxx COMPUTER SCIENCES or any composite xxxx containing "COMPUTER SCIENCES", or (iv) any company name, corporate name, trade name, keyword, or domain name consisting of or containing any of the Licensed Marks or "COMPUTER SCIENCES", for or in connection with any goods or services, whether such use is by CSC directly or through CSC’s licensees, CSC Subsidiaries, or CSC’s authorized users; and Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees will not, and will not cause any other Person to, take any other action which may adversely affect or contest CSC’s ownership of or right to use the Licensed Marks, any composite xxxx containing a Licensed Xxxx, or the goodwill associated with the Licensed Marks. Other than as permitted in this Agreement, Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees will not, and will not cause any other Person to, use “COMPUTER SCIENCES” as, or as a part of, any trademark, service xxxx, corporate or entity name, trade name, keyword, or domain name. (i) Computer Sciences GS, Computer Sciences GS Subsidiaries, and any sublicensees as permitted under this Agreement, will display on materials utilizing or displaying the Licensed Marks any notice, marking, or indicia of ownership required by this Agreement or otherwise by CSC from time to time. Computer Sciences GS, Computer Sciences GS Subsidiaries, and any sublicensees as permitted under this Agreement will, in all material respects, use the Licensed Marks in a manner reasonably calculated to prevent the Licensed Marks from becoming generic or otherwise invalid. (j) Computer Sciences GS agrees to notify CSC in writing, as promptly as reasonably practicable, of any of the following which comes to the attention of Computer Sciences GS: (i) any adoption, use, or registration of any xxxx, trade name, trading style or corporate name, domain name, or designation which would infringe, impair or dilute, or tend to infringe, impair or dilute, the Licensed Marks or the xxxx COMPUTER SCIENCES; (ii) any challenge to CSC’s use, Computer Sciences GS’s use, Computer Sciences GS Subsidiaries’ use, or any sublicensees’ use of any Licensed Xxxx; or (iii) any claim made by any Person of any rights in any Licensed Xxxx or the xxxx COMPUTER SCIENCES. (k) Except as provided herein, CSC shall be responsible, at its sole discretion, for renewing and maintaining at CSC’s expense all trademark applications and registrations for the Licensed Marks. CSC may elect, for any reason, not to renew any applications and registrations for the Licensed Marks. In the event CSC determines during the Initial Term that it intends to allow an application or registration for a Licensed Xxxx to lapse, be cancelled or be abandoned, it will notify Computer Sciences GS as promptly as reasonably practicable and Computer Sciences GS shall be entitled to pursue or maintain such application or registration in CSC’s name, but at Computer Sciences GS’s sole cost and expense. Each Party agrees to cooperate and provide promptly, upon any request by the other Party, appropriate samples and specimens of CSC’s, Computer Sciences GS’s, and Computer Sciences GS Subsidiaries’, and any authorized sublicensees’ use of the Licensed Marks to assist the relevant Party in maintaining and renewing CSC’s applications and registrations for the Licensed Marks. (l) Computer Sciences GS shall, at its own expense, at least once in every six (6) months and at any time at CSC’s written request, provide CSC with a written report detailing, for each Licensed Xxxx, (i) each jurisdiction where Computer Science GS, every Computer Sciences GS Subsidiary, and every sublicensee is using such Licensed Xxxx and (ii) the manner in which such Licensed Xxxx is being used in such jurisdiction. (m) CSC may elect at any time, at its sole discretion and for any reason, to change, alter, or replace the trademarks and service marks that CSC directs to be used as the names of its Licensed Products or Licensed Methodologies. The changed/altered/replaced trademarks and service marks (the “New Marks”) directed by CSC to be used as the new names of the Licensed Products or Licensed Methodologies will become Licensed Marks under this Agreement, immediately upon receipt by Computer Sciences GS of written notification by CSC of any New Marks. Upon receipt by Computer Sciences GS of written notice of any New Marks, Computer Sciences GS agrees to, and agrees to cause all Computer Sciences GS Subsidiaries and sublicensees to, change over within ninety (90) days on all web pages, marketing materials, promotional items, advertising, documents, files, and other materials to the use of the New Marks instead of the former Licensed Marks being used for such Licensed Products or Licensed Methodologies. (n) Nothing in this Agreement shall constitute any representation or warranty by CSC that any Licensed Xxxx is valid or that the exercise by Computer Sciences GS, any Computer Sciences GS Subsidiary, or any permitted sublicensee of any rights granted under this Agreement with respect to any Licensed Xxxx will not infringe the Intellectual Property Rights of any Person.

Grant of Trademarks License. (a) Upon the terms and subject to the conditions set forth in this Section 2.5, including Section 2.5(c), CSC hereby grants to CSRA and CSRA Subsidiaries a perpetual, non-transferrable, non-assignable, royalty-free, non-exclusive, limited license to use the trademarks, service marks, logos, and domain names listed on Schedule 2.5(a), whether registered or unregistered (the “Licensed Marks”), within the CSRA Field, in connection with the operation, advertisement, marketing, promotion and support of the CSRA Business and the Licensed Products in accordance with the limitations set forth on Schedule 2.5(a), and in a manner not likely to cause confusion with the Unlicensed Marks (the “Trademarks License”), which Trademarks License shall expire at the end of the Wind-Down Period. (b) CSRA acknowledges and agrees, and agrees to cause all CSRA Subsidiaries and sublicensees to acknowledge and agree, that all right (including all Intellectual Property Rights), title and interest in the Licensed Marks are owned exclusively by CSC. No right, title or interest in any Unlicensed Marks are granted to CSRA, CSRA Subsidiaries or any Third Party by this Agreement. (c) Notwithstanding anything herein to the contrary, CSRA shall have no right under the Trademarks License to use the specific marks (i) “COMPUTER SCIENCES” or and (ii) “CSC”. ” is hereby expressly limited to the right of CSRA to use, for up to six (6) months after the date hereof, such marks as part of an existing corporate or entity name of any CSRA Subsidiary and for no other purpose whatsoever; provided, however, that CSRA shall, and shall cause the applicable CSRA Subsidiaries to, (i) use its and their best efforts to promptly file amended articles of incorporation (or equivalent organizational documents) with the appropriate Governmental Entity changing its corporate or entity name to a corporate or entity name that does not contain “COMPUTER SCIENCES” or “CSC”, and (ii) provide CSC with any additional information, documents and materials that CSC may request to evidence those filings. None of the other Licensed Marks may be used by CSRA or CSRA Subsidiaries as a corporate or entity name, or trade name. (d) Other than the specific marks “COMPUTER SCIENCES” and “CSC”, which may not be sublicensed to any Person other than an existing CSRA Subsidiary currently using such marks as or as part of an existing corporate or entity name, CSRA and CSRA Subsidiaries may sublicense the Licensed Marks solely in writing in accordance with the Trademarks License to advertisers, distributors, vendors, dealers, suppliers and other Persons, solely for use in connection with the operation of the CSRA Business in a manner consistent with current practice and in accordance with and as expressly permitted by this Agreement. CSRA shall be liable hereunder for any act or omission by a sublicensee or by any CSRA Subsidiaries that would constitute a breach of the Trademarks License or other terms hereof, as if committed by CSRA. (e) CSRA’s, CSRA Subsidiaries’ and any sublicensees’ use of the Licensed Marks shall comply with relevant elements of CSC’s trademark guidelines and applicable Laws. CSC further reserves the right to approve the quality and propriety of any goods or services using the Licensed Marks, which approval shall not be unreasonably withheld, conditioned or delayed. It is the purpose of this provision to prevent uses of the Licensed Marks in a manner that are inconsistent with CSC’s high quality of goods and services or in a manner that might be offensive to ordinary and customary standards of exceptional service as determined by CSC, in its sole discretion, or that could undermine or damage the reputation of CSC. CSRA further agrees to furnish CSC, upon request, with sample specimens of each item bearing or displaying the Licensed Marks or pre-printed promotional literature, video, media production, web pages, or other marketing aids which CSRA, CSRA Subsidiaries, or any sublicensee proposes to use with and which incorporate the Licensed Marks. CSRA agrees that all advertising and promotional materials in which it and CSRA Subsidiaries and sublicensees use the Licensed Marks shall be truthful in all respects. CSC shall have the right to require CSRA, CSRA Subsidiaries and any sublicensee to make reasonable changes to such literature or marketing aids, or to any goods or services, for the purpose of eliminating inaccuracies, to ensure compliance with the requirements of this section or otherwise to protect the Licensed Marks. If no objection is made by CSC within ten (10) Business Days after its receipt of such material, CSC shall be deemed not to object to its use or distribution. CSC shall not be deemed to endorse the accuracy of, or assume any legal responsibility for the contents of, such promotional material or media presentations. CSRA and CSRA Subsidiaries may not modify, change or alter any Licensed Xxxx without the prior written consent of CSC. CSRA agrees that it shall not, directly or indirectly, do, omit to do, or permit to be done, any act that will or may dilute the goodwill associated with the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Marks or CSC or that will or may invalidate or jeopardize any registration of the Licensed Marks. CSRA and CSRA Subsidiaries shall not purchase Internet keywords or domain names containing the Licensed Marks. (f) CSRA recognizes the ownership of, and great value of the goodwill associated with, the Licensed Marks as well as the xxxx “COMPUTER SCIENCES CORPORATION”. CSRA acknowledges that such goodwill belongs to CSC and that such Licensed Marks, as well as the xxxx “COMPUTER SCIENCES CORPORATION”, have inherent and/or acquired distinctiveness and are famous marks. Nothing in this Agreement gives CSRA, CSRA Subsidiaries, or any sublicensees any right, title, or interest in the Licensed Marks, except the right to use the Licensed Marks in accordance with the terms of this Agreement. CSRA’s, CSRA Subsidiaries’, and any sublicensees’ use of the Licensed Marks shall inure to the benefit of CSC. CSRA, CSRA Subsidiaries, and sublicensees, will not, and will not cause any other Person to, seek to register any marks for, containing, or confusingly similar to, the Licensed Marks. CSRA, CSRA Subsidiaries, and sublicensees shall not, and shall not cause any other Person to, oppose or seek to cancel or challenge, in any forum anywhere in the world, including, but not limited to, the United States Patent and Trademark Office, any application or registration by CSC for the Licensed Marks, or any composite xxxx containing a Licensed Xxxx as an element of such composite xxxx. Further, CSRA, CSRA Subsidiaries, and sublicensees shall not, and shall not cause any other Person to, object to, or file any action or lawsuit because of, any use by CSC of (i) the Licensed Marks, (ii) any composite xxxx containing a Licensed Xxxx, or (iii) any company name, corporate name, trade name, keyword, or domain name consisting of or containing any of the Licensed Marks, for or in connection with any goods or services, whether such use is by CSC directly or through CSC’s licensees, CSC Subsidiaries, or CSC’s authorized users; and CSRA, CSRA Subsidiaries, and sublicensees will not, and will not cause any other Person to, take any other action that may adversely affect or contest CSC’s ownership of or right to use or the validity, incontestability or enforceability of the Licensed Marks, any composite xxxx containing a Licensed Xxxx, or the goodwill associated with the Licensed Marks. (g) CSRA, CSRA Subsidiaries, and any sublicensees as permitted under this Agreement will display on materials utilizing or displaying the Licensed Marks any notice, marking, or indicia of ownership required by this Agreement or otherwise by CSC from time to time. CSRA, CSRA Subsidiaries, and any sublicensees as permitted under this Agreement will, in all material respects, use the Licensed Marks in a manner reasonably calculated to prevent the Licensed Marks from becoming generic or otherwise invalid. (h) CSRA agrees to notify CSC in writing, as promptly as reasonably practicable, of any of the following that may come to the attention of CSRA: (i) any adoption, use, or registration of any xxxx, trade name, trading style or corporate name, domain name, or designation which would infringe, impair or dilute, or tend to infringe, impair or dilute, the Licensed Marks, (ii) any challenge to CSC’s use, CSRA’s use, CSRA Subsidiaries’ use, or any sublicensees’ use of any Licensed Xxxx, or (iii) any claim made by any Person of any rights in any Licensed Xxxx. (i) Except as provided herein, CSC shall be responsible, at its sole discretion, for renewing and maintaining at CSC’s expense all trademark applications and registrations for the Licensed Marks. CSC may elect, for any reason, not to renew any applications and registrations for the Licensed Marks. In the event CSC determines during the Initial Term that it intends to allow an application or registration for a Licensed Xxxx, other than the “CSC” xxxx, to lapse, be cancelled or be abandoned, it will notify CSRA as promptly as reasonably practicable and CSRA shall be entitled to pursue or maintain such application or registration in CSC’s name, but at CSRA’s sole cost and expense. Each Party agrees to cooperate and provide promptly, upon any request by the other Party, appropriate samples and specimens of CSC’s, CSRA’s, and CSRA Subsidiaries’, and any authorized sublicensees’ use of the Licensed Marks and to otherwise assist the relevant Party in applying for, registering, maintaining and renewing CSC’s applications and registrations for the Licensed Marks, at CSC’s expense. (j) CSRA shall, at its own expense, at least once in every six (6) months and at any time at CSC’s written request, provide CSC with a written report detailing, for each Licensed Xxxx: (i) each jurisdiction where Computer Science GS, every CSRA Subsidiary, and every sublicensee is using such Licensed Xxxx and (ii) the manner in which such Licensed Xxxx is being used in such jurisdiction. (k) CSC may elect at any time, at its sole discretion and for any reason, to change, alter, or replace the trademarks and service marks that CSC directs to be used by CSRA as the names of the Licensed Products. Any changed/altered/replaced trademarks and service marks directed by CSC to be used by CSRA as the new names of the Licensed Products (the “New Marks”) will become Licensed Marks under this Agreement immediately upon receipt by CSRA of written notification by CSC of any New Marks. Upon receipt by CSRA of written notice of any New Marks, CSRA agrees to, and agrees to cause all CSRA Subsidiaries and sublicensees to, change over within ninety (90) days on all web pages, marketing materials, promotional items, advertising, documents, files, and other materials to the use of the New Marks instead of the former Licensed Marks being used for such Licensed Products. (l) Nothing in this Agreement shall constitute any representation or warranty by CSC that any Licensed Xxxx is valid or that the exercise by CSRA, any CSRA Subsidiary, or any sublicensee of any rights granted under this Agreement with respect to any Licensed Xxxx will not infringe the Intellectual Property Rights of any Person.

Grant of Trademarks License. (a) Upon the terms and subject to the conditions set forth in this Section 2.5, including Section 2.5(cSections 2.5(f) and 2.5(g), CSC hereby grants to CSRA Computer Sciences GS and CSRA Computer Sciences GS Subsidiaries a perpetual, non-transferrable, non-assignable, royalty-free, non-exclusive, limited license to use the trademarks, service marks, logos, and domain names listed on Schedule 2.5(a), whether registered or unregistered (the “Licensed Marks”), within the CSRA Computer Sciences GS Field, in connection with the operation, advertisement, marketing, promotion and support of the CSRA Computer Sciences GS Business and the Licensed Products in accordance with the limitations set forth on Schedule 2.5(a), and in a manner not likely to cause confusion with the Unlicensed Marks (the “Trademarks License”), which Trademarks License shall expire at the end of the Wind-Down Period. (b) CSRA Computer Sciences GS acknowledges and agrees, and agrees to cause all CSRA Computer Sciences GS Subsidiaries and sublicensees to acknowledge and agree, that all right (including all Intellectual Property Rights), title and interest in the Licensed Marks are owned exclusively by CSC. No right, title or interest in any Unlicensed Marks are granted to CSRAComputer Sciences GS, CSRA Computer Sciences GS Subsidiaries or any Third Party by this Agreement. (c) The Trademarks License to use the specific marks: (i) “COMPUTER SCIENCES GOVERNMENT SERVICES” and (ii) “COMPUTER SCIENCES GS” includes the right to use such marks as and as part of a corporate or entity name, or trade name; provided that such corporate or entity name, or trade name, consists of the exact phrase “COMPUTER SCIENCES GOVERNMENT SERVICES”, or “COMPUTER SCIENCES GS”, followed directly by an entity designation such as (but not limited to) “Inc.”, “LLC”, or “Limited” after the word “SERVICES” or the letter “S.” Subject to Section 2.5(g), none of the other Licensed Marks may be used by Computer Sciences GS or Computer Sciences GS Subsidiaries as a corporate or entity name, or trade name. (d) So long as Computer Sciences GS is using the specific marks “COMPUTER SCIENCES GOVERNMENT SERVICES” or (ii) “COMPUTER SCIENCES GS” as or as part of its corporate or entity name, or trade name and, if Computer Sciences GS ever ceases to use “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” as or as part of its corporate or entity name, or trade name until six (6) months following such cessation, CSC agrees not to use, or permit any other Person (other than Computer Sciences GS or Computer Sciences GS Subsidiaries) to use, the exact designation “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” as, or as a component of, any trademark, service mxxx, trade name, corporate or entity name, or “doing business as” name; provided, however, CSC may use, and authorize others to use, “COMPUTER SCIENCES” as, or as a component of, any trademark, service mxxx, trade name, corporate or entity name, or “doing business as” name as long as not used as the exact phrase “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS”; and CSC may also use “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” to refer to Computer Sciences GS or Computer Sciences GS Subsidiaries. (e) Computer Sciences GS may develop logos or stylized “CSGOV” marks, however, before any public use of any such CSGOV logos commence, Computer Sciences GS must first submit proposed drawings of such marks to CSC for CSC’s written approval. After having obtained written approval from CSC, such “CSGOV” logos will become Licensed Marks under this Agreement, and as long as such “CSGOV” logos are not materially altered, Computer Sciences GS may use such “CSGOV” logos as long as such use otherwise complies with the terms of this Agreement. Computer Sciences GS further agrees that CSC will own all trademark, copyright, and other rights in such “CSGOV” logos, and Computer Sciences GS hereby assigns, grants and delivers (and agrees further to assign, grant and deliver) exclusively to CSC, all right, title and interest of every kind and nature whatsoever in and to any such “CSGOV” logos, including all trademark rights and copyrights and all renewals thereof. Computer Sciences GS further agrees, at CSC’s sole cost and expense, to execute and deliver to CSC such other and further instruments and documents that CSC may reasonably request for the purpose of establishing, evidencing, enforcing or defending CSC’s right, title and interest of every kind and nature whatsoever, including all trademark rights and copyrights, in and to such “CSGOV” logos. (f) Notwithstanding anything herein to the contrary, CSRA shall have no right under the Trademarks License to use the specific marks “COMPUTER SCIENCES GOVERNMENT SERVICES”, “COMPUTER SCIENCES GS” and “CSGOV” and the domain names listed on Schedule 2.5(a) shall terminate immediately if and to the extent Computer Sciences GS files any amended articles of incorporation (ior equivalent organizational documents) with the appropriate Governmental Entity changing its corporate or entity name to any such name that does not contain “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS”. (g) Notwithstanding anything herein to the contrary, the Trademarks License to use the specific marks: “COMPUTER SCIENCES” (without the words "GOVERNMENT SERVICES" or (ii"GS") and “CSC”. CSRA ” is hereby expressly limited to the right of Computer Sciences GS to use, for up to six(6) months after the date hereof, such marks as or as part of an existing corporate or entity name of any Computer Sciences GS Subsidiary and for no other purpose whatsoever; provided, however, that Computer Sciences GS shall, and shall cause the applicable CSRA Computer Sciences GS Subsidiaries to, (i) use its and their best efforts to promptly file amended articles of incorporation (or equivalent organizational documents) with the appropriate Governmental Entity changing its corporate or entity name to a corporate or entity name that does not contain “COMPUTER SCIENCES” or “CSC”, and (ii) provide CSC with any additional information, documents and materials that CSC may request to evidence those filings. None . (h) Other than the specific marks “COMPUTER SCIENCES” and “CSC”, which may not be sublicensed to any Person other than an existing Computer Sciences GS Subsidiary currently using such marks as or as part of the other Licensed Marks may be used by CSRA or CSRA Subsidiaries as a an existing corporate or entity name, Computer Sciences GS and Computer Sciences GS Subsidiaries may sublicense the Licensed Marks solely in writing in accordance with the Trademarks License to advertisers, distributors, vendors, dealers, suppliers and other Persons, solely for use in connection with the operation of the Computer Sciences GS Business in a manner consistent with current practice and in accordance with and as expressly permitted by this Agreement. Computer Sciences GS shall be liable hereunder for any act or omission by a sublicensee or by any Computer Sciences GS Subsidiaries that would constitute a breach of the Trademarks License or other terms hereof, as if committed by Computer Sciences GS. (i) Computer Sciences GS’s, Computer Sciences GS Subsidiaries’ and any sublicensees’ use of the Licensed Marks shall comply with relevant elements of CSC’s trademark guidelines and applicable Laws. CSC further reserves the right to approve the quality and propriety of any goods or services using the Licensed Marks, which approval shall not be unreasonably withheld, conditioned or delayed. It is the purpose of this provision to prevent uses of the Licensed Marks in a manner that are inconsistent with CSC’s high quality of goods and services or in a manner that might be offensive to ordinary and customary standards of exceptional service as determined by CSC, in its sole discretion, or that could undermine or damage the reputation of CSC. Computer Sciences GS further agrees to furnish CSC, upon request, with sample specimens of each item bearing or displaying the Licensed Marks or pre-printed promotional literature, video, media production, web pages, or other marketing aids which Computer Sciences GS, Computer Sciences GS Subsidiaries, or any sublicensee proposes to use with and which incorporate the Licensed Marks. Computer Sciences GS agrees that all advertising and promotional materials in which it and Computer Sciences GS Subsidiaries and sublicensees use the Licensed Marks shall be truthful in all respects. CSC shall have the right to require Computer Sciences GS, Computer Sciences GS Subsidiaries and any sublicensee to make reasonable changes to such literature or marketing aids, or to any goods or services, for the purpose of eliminating inaccuracies, to ensure compliance with the requirements of this section or otherwise to protect the Licensed Marks. If no objection is made by CSC within ten (10) Business Days after its receipt of such material, CSC shall be deemed not to object to its use or distribution. CSC shall not be deemed to endorse the accuracy of, or assume any legal responsibility for the contents of such promotional material or media presentations. Computer Sciences GS and Computer Sciences GS Subsidiaries may not modify, change or alter any Licensed Mxxx without the prior written consent of CSC. Computer Sciences GS agrees that it shall not, directly or indirectly, do, omit to do, or permit to be done, any act that will or may dilute the goodwill associated with the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Marks or CSC or that will or may invalidate or jeopardize any registration of the Licensed Marks. Computer Sciences GS and Computer Sciences GS Subsidiaries shall not purchase Internet keywords or domain names containing the Licensed Marks. (j) Computer Sciences GS recognizes the ownership of, and great value of the goodwill associated with, the Licensed Marks as well as the mxxx “COMPUTER SCIENCES CORPORATION”. Computer Sciences GS acknowledges that such goodwill belongs to CSC and that such Licensed Marks, as well as the mxxx “COMPUTER SCIENCES CORPORATION”, have inherent and/or acquired distinctiveness and are famous marks. Nothing in this Agreement gives Computer Sciences GS, Computer Sciences GS Subsidiaries, or any sublicensees any right, title, or interest in the Licensed Marks, except the right to use the Licensed Marks in accordance with the terms of this Agreement. Computer Sciences GS’s, Computer Sciences GS Subsidiaries’, and any sublicensees’ use of the Licensed Marks shall inure to the benefit of CSC. Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees, will not, and will not cause any other Person to, seek to register any marks for, containing, or confusingly similar to, the Licensed Marks. Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees shall not, and shall not cause any other Person to, oppose or seek to cancel or challenge, in any forum anywhere in the world, including, but not limited to, the United States Patent and Trademark Office, any application or registration by CSC for the Licensed Marks, or any composite mxxx containing a Licensed Mxxx as an element of such composite mxxx. Further, Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees, shall not, and shall not cause any other Person to, object to, or file any action or lawsuit because of, any use by CSC of: (i) the Licensed Marks, (ii) any composite mxxx containing a Licensed Mxxx, or (iii) any company name, corporate name, trade name, keyword, or domain name consisting of or containing any of the Licensed Marks, for or in connection with any goods or services, whether such use is by CSC directly or through CSC’s licensees, CSC Subsidiaries, or CSC’s authorized users; and Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees will not, and will not cause any other Person to, take any other action which may adversely affect or contest CSC’s ownership of or right to use or the validity, incontestability or enforceability of the Licensed Marks, any composite mxxx containing a Licensed Mxxx, or the goodwill associated with the Licensed Marks.. (k) Computer Sciences GS, Computer Sciences GS Subsidiaries, and any sublicensees as permitted under this Agreement, will display on materials utilizing or displaying the Licensed Marks any notice, marking, or indicia of ownership required by this Agreement or otherwise by CSC from time to time. Computer Sciences GS, Computer Sciences GS Subsidiaries, and any sublicensees as permitted under this Agreement will, in all material respects, use the Licensed Marks in a manner reasonably calculated to prevent the Licensed Marks from becoming generic or otherwise invalid. (l) Computer Sciences GS agrees to notify CSC in writing, as promptly as reasonably practicable, of any of the following which comes to the attention of Computer Sciences GS: (i) any adoption, use, or registration of any mxxx, trade name, trading style or corporate name, domain name, or designation which would infringe, impair or dilute, or tend to infringe, impair or dilute, the Licensed Marks; (ii) any challenge to CSC’s use, Computer Sciences GS’s use, Computer Sciences GS Subsidiaries’ use, or any sublicensees’ use of any Licensed Mxxx; or (iii) any claim made by any Person of any rights in any Licensed Mxxx. (m) Except as provided herein, CSC shall be responsible, at its sole discretion, for renewing and maintaining at CSC’s expense all trademark applications and registrations for the Licensed Marks. CSC may elect, for any reason, not to renew any applications and registrations for the Licensed Marks. In the event CSC determines during the Initial Term that it intends to allow an application or registration for a Licensed Mxxx, other than the “CSC” mxxx, to lapse, be cancelled or be abandoned, it will notify Computer Sciences GS as promptly as reasonably practicable and Computer Sciences GS shall be entitled to pursue or maintain such application or registration in CSC’s name, but at Computer Sciences GS’s sole cost and expense. Each Party agrees to cooperate and provide promptly, upon any request by the other Party, appropriate samples and specimens of CSC’s, Computer Sciences GS’s, and Computer Sciences GS Subsidiaries’, and any authorized sublicensees’ use of the Licensed Marks and to otherwise assist the relevant Party in applying for, registering, maintaining and renewing CSC’s applications and registrations for the Licensed Marks, at CSC's expense. (n) Computer Sciences GS shall, at its own expense, at least once in every six (6) months and at any time at CSC’s written request, provide CSC with a written report detailing, for each Licensed Mxxx, (i) each jurisdiction where Computer Science GS, every Computer Sciences GS Subsidiary, and every sublicensee is using such Licensed Mxxx and (ii) the manner in which such Licensed Mxxx is being used in such jurisdiction. (o) CSC may elect at any time, at its sole discretion and for any reason, to change, alter, or replace the trademarks and service marks that CSC directs to be used by Computer Sciences GS as the names of the Licensed Products. Any changed/altered/replaced trademarks and service marks directed by CSC to be used by Computer Sciences GS as the new names of the Licensed Products (the “New Marks”) will become Licensed Marks under this Agreement immediately upon receipt by Computer Sciences GS of written notification by CSC of any New Marks. Upon receipt by Computer Sciences GS of written notice of any New Marks, Computer Sciences GS agrees to, and agrees to cause all Computer Sciences GS Subsidiaries and sublicensees to, change over within ninety (90) days on all web pages, marketing materials, promotional items, advertising, documents, files, and other materials to the use of the New Marks instead of the former Licensed Marks being used for such Licensed Products. (p) Nothing in this Agreement shall constitute any representation or warranty by CSC that any Licensed Mxxx is valid or that the exercise by Computer Sciences GS, any Computer Sciences GS Subsidiary, or any sublicensee of any rights granted under this Agreement with respect to any Licensed Mxxx will not infringe the Intellectual Property Rights of any Person.

Grant of Trademarks License. (a) Upon the terms and subject to the conditions set forth in this Section 2.5, including Section 2.5(cSections 2.5(f) and 2.5(g), CSC hereby grants to CSRA Computer Sciences GS and CSRA Computer Sciences GS Subsidiaries a perpetual, non-transferrable, non-assignable, royalty-free, non-exclusive, limited license to use the trademarks, service marks, logos, and domain names listed on Schedule 2.5(a), whether registered or unregistered (the “Licensed Marks”), within the CSRA Computer Sciences GS Field, in connection with the operation, advertisement, marketing, promotion and support of the CSRA Computer Sciences GS Business and the Licensed Products in accordance with the limitations set forth on Schedule 2.5(a), and in a manner not likely to cause confusion with the Unlicensed Marks (the “Trademarks License”), which Trademarks License shall expire at the end of the Wind-Down Period. (b) CSRA Computer Sciences GS acknowledges and agrees, and agrees to cause all CSRA Computer Sciences GS Subsidiaries and sublicensees to acknowledge and agree, that all right (including all Intellectual Property Rights), title and interest in the Licensed Marks are owned exclusively by CSC. No right, title or interest in any Unlicensed Marks are granted to CSRAComputer Sciences GS, CSRA Computer Sciences GS Subsidiaries or any Third Party by this Agreement. (c) The Trademarks License to use the specific marks (i) “COMPUTER SCIENCES GOVERNMENT SERVICES” and (ii) “COMPUTER SCIENCES GS” includes the right to use such marks as and as part of a corporate or entity name, or trade name; provided that such corporate or entity name, or trade name, consists of the exact phrase “COMPUTER SCIENCES GOVERNMENT SERVICES”, or “COMPUTER SCIENCES GS”, followed directly by an entity designation such as (but not limited to) “Inc.”, “LLC”, or “Limited” after the word “SERVICES” or the letter “S.” Subject to Section 2.5(g), none of the other Licensed Marks may be used by Computer Sciences GS or Computer Sciences GS Subsidiaries as a corporate or entity name, or trade name. (d) So long as Computer Sciences GS is using the specific marks (i) “COMPUTER SCIENCES GOVERNMENT SERVICES” or (ii) “COMPUTER SCIENCES GS” as or as part of its corporate or entity name, or trade name and, if Computer Sciences GS ever ceases to use “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” as or as part of its corporate or entity name, or tradename until six (6) months following such cessation, CSC agrees not to use, or permit any other Person (other than Computer Sciences GS or Computer Sciences GS Subsidiaries) to use, the exact designation “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” as, or as a component of, any trademark, service mxxx, trade name, corporate or entity name, or “doing business as” name; provided, however, that CSC may use, and authorize others to use, “COMPUTER SCIENCES” as, or as a component of, any trademark, service mxxx, trade name, corporate or entity name, or “doing business as” name as long as not used as the exact phrase “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS”; and CSC may also use “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS” to refer to Computer Sciences GS or Computer Sciences GS Subsidiaries. (e) Computer Sciences GS may develop logos or stylized “CSGOV” marks; however, before any public use of any such CSGOV logos commence, Computer Sciences GS must first submit proposed drawings of such marks to CSC for CSC’s written approval. After having obtained written approval from CSC, such “CSGOV” logos will become Licensed Marks under this Agreement, and as long as such “CSGOV” logos are not materially altered, Computer Sciences GS may use such “CSGOV” logos as long as such use otherwise complies with the terms of this Agreement. Computer Sciences GS further agrees that CSC will own all trademark, copyright, and other rights in such “CSGOV” logos, and Computer Sciences GS hereby assigns, grants and delivers (and agrees further to assign, grant and deliver) exclusively to CSC, all right, title and interest of every kind and nature whatsoever in and to any such “CSGOV” logos, including all trademark rights and copyrights and all renewals thereof. Computer Sciences GS further agrees, at CSC’s sole cost and expense, to execute and deliver to CSC such other and further instruments and documents that CSC may reasonably request for the purpose of establishing, evidencing, enforcing or defending CSC’s right, title and interest of every kind and nature whatsoever, including all trademark rights and copyrights, in and to such “CSGOV” logos. (f) Notwithstanding anything herein to the contrary, CSRA the Trademarks License to use the specific marks “COMPUTER SCIENCES GOVERNMENT SERVICES”, “COMPUTER SCIENCES GS” and “CSGOV” and the domain names listed on Schedule 2.5(a) shall have no right under terminate immediately if and to the extent Computer Sciences GS files any amended articles of incorporation (or equivalent organizational documents) with the appropriate Governmental Entity changing its corporate or entity name to any such name that does not contain “COMPUTER SCIENCES GOVERNMENT SERVICES” or “COMPUTER SCIENCES GS”. (g) Notwithstanding anything herein to the contrary, the Trademarks License to use the specific marks (i) “COMPUTER SCIENCES” (without the words “GOVERNMENT SERVICES” or “GS”) and (ii) “CSC”. CSRA ” is hereby expressly limited to the right of Computer Sciences GS to use, for up to six (6) months after the date hereof, such marks as part of an existing corporate or entity name of any Computer Sciences GS Subsidiary and for no other purpose whatsoever; provided, however, that Computer Sciences GS shall, and shall cause the applicable CSRA Computer Sciences GS Subsidiaries to, (i) use its and their best efforts to promptly file amended articles of incorporation (or equivalent organizational documents) with the appropriate Governmental Entity changing its corporate or entity name to a corporate or entity name that does not contain “COMPUTER SCIENCES” or “CSC”, and (ii) provide CSC with any additional information, documents and materials that CSC may request to evidence those filings. None . (h) Other than the specific marks “COMPUTER SCIENCES” and “CSC”, which may not be sublicensed to any Person other than an existing Computer Sciences GS Subsidiary currently using such marks as or as part of the other Licensed Marks may be used by CSRA or CSRA Subsidiaries as a an existing corporate or entity name, Computer Sciences GS and Computer Sciences GS Subsidiaries may sublicense the Licensed Marks solely in writing in accordance with the Trademarks License to advertisers, distributors, vendors, dealers, suppliers and other Persons, solely for use in connection with the operation of the Computer Sciences GS Business in a manner consistent with current practice and in accordance with and as expressly permitted by this Agreement. Computer Sciences GS shall be liable hereunder for any act or omission by a sublicensee or by any Computer Sciences GS Subsidiaries that would constitute a breach of the Trademarks License or other terms hereof, as if committed by Computer Sciences GS. (i) Computer Sciences GS’s, Computer Sciences GS Subsidiaries’ and any sublicensees’ use of the Licensed Marks shall comply with relevant elements of CSC’s trademark guidelines and applicable Laws. CSC further reserves the right to approve the quality and propriety of any goods or services using the Licensed Marks, which approval shall not be unreasonably withheld, conditioned or delayed. It is the purpose of this provision to prevent uses of the Licensed Marks in a manner that are inconsistent with CSC’s high quality of goods and services or in a manner that might be offensive to ordinary and customary standards of exceptional service as determined by CSC, in its sole discretion, or that could undermine or damage the reputation of CSC. Computer Sciences GS further agrees to furnish CSC, upon request, with sample specimens of each item bearing or displaying the Licensed Marks or pre-printed promotional literature, video, media production, web pages, or other marketing aids which Computer Sciences GS, Computer Sciences GS Subsidiaries, or any sublicensee proposes to use with and which incorporate the Licensed Marks. Computer Sciences GS agrees that all advertising and promotional materials in which it and Computer Sciences GS Subsidiaries and sublicensees use the Licensed Marks shall be truthful in all respects. CSC shall have the right to require Computer Sciences GS, Computer Sciences GS Subsidiaries and any sublicensee to make reasonable changes to such literature or marketing aids, or to any goods or services, for the purpose of eliminating inaccuracies, to ensure compliance with the requirements of this section or otherwise to protect the Licensed Marks. If no objection is made by CSC within ten (10) Business Days after its receipt of such material, CSC shall be deemed not to object to its use or distribution. CSC shall not be deemed to endorse the accuracy of, or assume any legal responsibility for the contents of, such promotional material or media presentations. Computer Sciences GS and Computer Sciences GS Subsidiaries may not modify, change or alter any Licensed Mxxx without the prior written consent of CSC. Computer Sciences GS agrees that it shall not, directly or indirectly, do, omit to do, or permit to be done, any act that will or may dilute the goodwill associated with the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Marks or CSC or that will or may invalidate or jeopardize any registration of the Licensed Marks. Computer Sciences GS and Computer Sciences GS Subsidiaries shall not purchase Internet keywords or domain names containing the Licensed Marks. (j) Computer Sciences GS recognizes the ownership of, and great value of the goodwill associated with, the Licensed Marks as well as the mxxx “COMPUTER SCIENCES CORPORATION”. Computer Sciences GS acknowledges that such goodwill belongs to CSC and that such Licensed Marks, as well as the mxxx “COMPUTER SCIENCES CORPORATION”, have inherent and/or acquired distinctiveness and are famous marks. Nothing in this Agreement gives Computer Sciences GS, Computer Sciences GS Subsidiaries, or any sublicensees any right, title, or interest in the Licensed Marks, except the right to use the Licensed Marks in accordance with the terms of this Agreement. Computer Sciences GS’s, Computer Sciences GS Subsidiaries’, and any sublicensees’ use of the Licensed Marks shall inure to the benefit of CSC. Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees, will not, and will not cause any other Person to, seek to register any marks for, containing, or confusingly similar to, the Licensed Marks. Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees shall not, and shall not cause any other Person to, oppose or seek to cancel or challenge, in any forum anywhere in the world, including, but not limited to, the United States Patent and Trademark Office, any application or registration by CSC for the Licensed Marks, or any composite mxxx containing a Licensed Mxxx as an element of such composite mxxx. Further, Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees shall not, and shall not cause any other Person to, object to, or file any action or lawsuit because of, any use by CSC of (i) the Licensed Marks, (ii) any composite mxxx containing a Licensed Mxxx, or (iii) any company name, corporate name, trade name, keyword, or domain name consisting of or containing any of the Licensed Marks, for or in connection with any goods or services, whether such use is by CSC directly or through CSC’s licensees, CSC Subsidiaries, or CSC’s authorized users; and Computer Sciences GS, Computer Sciences GS Subsidiaries, and sublicensees will not, and will not cause any other Person to, take any other action that may adversely affect or contest CSC’s ownership of or right to use or the validity, incontestability or enforceability of the Licensed Marks, any composite mxxx containing a Licensed Mxxx, or the goodwill associated with the Licensed Marks. (k) Computer Sciences GS, Computer Sciences GS Subsidiaries, and any sublicensees as permitted under this Agreement will display on materials utilizing or displaying the Licensed Marks any notice, marking, or indicia of ownership required by this Agreement or otherwise by CSC from time to time. Computer Sciences GS, Computer Sciences GS Subsidiaries, and any sublicensees as permitted under this Agreement will, in all material respects, use the Licensed Marks in a manner reasonably calculated to prevent the Licensed Marks from becoming generic or otherwise invalid. (l) Computer Sciences GS agrees to notify CSC in writing, as promptly as reasonably practicable, of any of the following that may come to the attention of Computer Sciences GS: (i) any adoption, use, or registration of any mxxx, trade name, trading style or corporate name, domain name, or designation which would infringe, impair or dilute, or tend to infringe, impair or dilute, the Licensed Marks, (ii) any challenge to CSC’s use, Computer Sciences GS’s use, Computer Sciences GS Subsidiaries’ use, or any sublicensees’ use of any Licensed Mxxx, or (iii) any claim made by any Person of any rights in any Licensed Mxxx. (m) Except as provided herein, CSC shall be responsible, at its sole discretion, for renewing and maintaining at CSC’s expense all trademark applications and registrations for the Licensed Marks. CSC may elect, for any reason, not to renew any applications and registrations for the Licensed Marks. In the event CSC determines during the Initial Term that it intends to allow an application or registration for a Licensed Mxxx, other than the “CSC” mxxx, to lapse, be cancelled or be abandoned, it will notify Computer Sciences GS as promptly as reasonably practicable and Computer Sciences GS shall be entitled to pursue or maintain such application or registration in CSC’s name, but at Computer Sciences GS’s sole cost and expense. Each Party agrees to cooperate and provide promptly, upon any request by the other Party, appropriate samples and specimens of CSC’s, Computer Sciences GS’s, and Computer Sciences GS Subsidiaries’, and any authorized sublicensees’ use of the Licensed Marks and to otherwise assist the relevant Party in applying for, registering, maintaining and renewing CSC’s applications and registrations for the Licensed Marks, at CSC’s expense. (n) Computer Sciences GS shall, at its own expense, at least once in every six (6) months and at any time at CSC’s written request, provide CSC with a written report detailing, for each Licensed Mxxx: (i) each jurisdiction where Computer Science GS, every Computer Sciences GS Subsidiary, and every sublicensee is using such Licensed Mxxx and (ii) the manner in which such Licensed Mxxx is being used in such jurisdiction. (o) CSC may elect at any time, at its sole discretion and for any reason, to change, alter, or replace the trademarks and service marks that CSC directs to be used by Computer Sciences GS as the names of the Licensed Products. Any changed/altered/replaced trademarks and service marks directed by CSC to be used by Computer Sciences GS as the new names of the Licensed Products (the “New Marks”) will become Licensed Marks under this Agreement immediately upon receipt by Computer Sciences GS of written notification by CSC of any New Marks. Upon receipt by Computer Sciences GS of written notice of any New Marks, Computer Sciences GS agrees to, and agrees to cause all Computer Sciences GS Subsidiaries and sublicensees to, change over within ninety (90) days on all web pages, marketing materials, promotional items, advertising, documents, files, and other materials to the use of the New Marks instead of the former Licensed Marks being used for such Licensed Products. (p) Nothing in this Agreement shall constitute any representation or warranty by CSC that any Licensed Mxxx is valid or that the exercise by Computer Sciences GS, any Computer Sciences GS Subsidiary, or any sublicensee of any rights granted under this Agreement with respect to any Licensed Mxxx will not infringe the Intellectual Property Rights of any Person.