DUN & BRADSTREET CORP/NW
TECHNOLOGY SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>csc_agreement.txt
<DESCRIPTION>TECHNOLOGY SERVICES AGREEMENT
<TEXT>



                        -------------------------------------------------------









                          Technology Services Agreement

                                     between

                             Dun & Bradstreet, Inc.

                                       and

                          Computer Sciences Corporation





















                                  June 27, 2002

                        -------------------------------------------------------




<PAGE>

<TABLE>

                                Table of Contents

<S>                                                                                                              <C>

1.       Background and Objectives................................................................................1
   1.1     Background and Objectives..............................................................................1
   1.2     Construction...........................................................................................2
2.       Definitions..............................................................................................3
   2.1     Certain Definitions....................................................................................3
   2.2     Inclusion of Affiliates in Definition of D&B and CSC..................................................11
   2.3     Other Defined Terms...................................................................................11
3.       Services................................................................................................12
   3.1     General...............................................................................................12
   3.2     Implied Services......................................................................................12
   3.3     Services Evolution....................................................................................12
   3.4     Services Variable in Scope and Volume.................................................................13
   3.5     Post-Effective Date Adjustments.......................................................................13
   3.6     Services Performed by D&B or Third Parties............................................................13
   3.7     Overview of Services..................................................................................14
   3.8     Enhancement Activities................................................................................15
   3.9     Permitted Users of the Services.......................................................................15
   3.10       Former Affiliates..................................................................................15
   3.11       Projects...........................................................................................16
4.       Term of Agreement.......................................................................................16
   4.1     Term..................................................................................................16
   4.2     Extension of Term.....................................................................................16
5.       Personnel...............................................................................................16
   5.1     Key CSC Positions.....................................................................................16
   5.2     Transitioned Personnel................................................................................17
   5.3     Qualifications, Retention and Removal of CSC Personnel................................................18
6.       Responsibility for Resources............................................................................19
   6.1     Generally.............................................................................................19
   6.2     Acquired Assets.......................................................................................19
   6.3     Financial Responsibility for Equipment................................................................20
   6.4     Equipment Access and Operational and Administrative Responsibility....................................22
   6.5     Financial Responsibility for Software.................................................................23
   6.6     Third-Party Service Contracts.........................................................................25
   6.7     Required Consents.....................................................................................25
   6.8     Straddle Agreements...................................................................................25
   6.9     Allocation of Balloon, Roll-Over and Similar Payments.................................................25
   6.10       Equipment Purchased or Leased by D&B between the Effective Date and the Commencement Date..........26
7.       Software and Proprietary Rights.........................................................................26
   7.1     D&B Software..........................................................................................26
   7.2     CSC Software..........................................................................................27
   7.3     Third-Party Software..................................................................................28
   7.4     Rights in Newly Developed Software and Other Materials................................................29
   7.5     Residual Knowledge....................................................................................31
   7.6     Export................................................................................................31
8.       Facilities..............................................................................................31
   8.1     D&B Obligations.......................................................................................31
   8.2     CSC Obligations within D&B Facilities.................................................................32
   8.3     D&B Use of CSC Facilities.............................................................................33
9.       Performance Standards/Service Levels....................................................................33
   9.1     General...............................................................................................33
   9.2     Failure to Perform....................................................................................33
   9.3     Critical Service Levels and Service Level Credits.....................................................34
   9.4     Priority of Recovery Following Interruption of Services...............................................34
   9.5     User Satisfaction.....................................................................................34
   9.6     Periodic Reviews......................................................................................34
   9.7     Measurement and Reporting.............................................................................35
10.      Project and Contract Management.........................................................................35
   10.1       Steering Committee.................................................................................35
   10.2       Reports............................................................................................35
   10.3       Meetings...........................................................................................36
   10.4       Procedures Manual..................................................................................37
   10.5       Change Control.....................................................................................37
   10.6       Subcontracting.....................................................................................39
   10.7       Technology Planning and Budgeting..................................................................40
   10.8       Technology Plan Timing and Update..................................................................41
   10.9       Quality Assurance and Improvement Programs.........................................................41
   10.10      Coordination of Additional Marketing to D&B........................................................41
   10.11      Local Enabling Agreements..........................................................................41
   10.12      Releases Void......................................................................................42
11.      Audits, Record Retention................................................................................42
   11.1       Audit Rights.......................................................................................42
   11.2       CSC Audits.........................................................................................44
   11.3       Audit Follow-up....................................................................................44
   11.4       Records Retention..................................................................................44
   11.5       Discovery of Overcharge of D&B.....................................................................45
12.      D&B Responsibilities....................................................................................45
   12.1       Responsibilities...................................................................................45
   12.2       Savings Clause.....................................................................................45
13.      Charges.................................................................................................46
   13.1       General............................................................................................46
   13.2       Pass-Through Expenses..............................................................................46
   13.3       Incidental Expenses................................................................................47
   13.4       Taxes..............................................................................................47
   13.5       Extraordinary Events...............................................................................48
   13.6       New Services.......................................................................................49
   13.7       Benchmarks for Cost of Services....................................................................50
   13.8       Most Favored Customer..............................................................................52
14.      Invoicing and Payment...................................................................................52
   14.1       Invoicing..........................................................................................52
   14.2       Payment Due........................................................................................53
   14.3       Accountability.....................................................................................53
   14.4       Proration..........................................................................................53
   14.5       Prepaid Amounts....................................................................................54
   14.6       Refunds and Credits................................................................................54
   14.7       Deduction..........................................................................................54
   14.8       Disputed Charges...................................................................................54
15.      Safeguarding of Data; Confidentiality...................................................................55
   15.1       General............................................................................................55
   15.2       Safeguarding D&B Data..............................................................................55
   15.3       Confidential Information...........................................................................56
   15.4       Corporate Information Risk Controls................................................................59
16.      Representations and Warranties..........................................................................60
   16.1       Work Standards.....................................................................................60
   16.2       Maintenance........................................................................................60
   16.3       Efficiency and Cost Effectiveness..................................................................61
   16.4       Technology.........................................................................................61
   16.5       Non-Infringement...................................................................................61
   16.6       Authorization and Other Consents...................................................................61
   16.7       Inducements........................................................................................62
   16.8       Disabling Code.....................................................................................62
   16.9       Deliverables.......................................................................................63
   16.10      Disclaimer.........................................................................................63
17.      Insurance...............................................................................................63
   17.1       Insurance Coverages................................................................................63
   17.2       Insurance Provisions...............................................................................64
18.      Indemnities.............................................................................................65
   18.1       CSC Indemnities....................................................................................65
   18.2       D&B Indemnities....................................................................................66
   18.3       Additional Indemnities.............................................................................68
   18.4       Infringement.......................................................................................68
   18.5       Indemnification Procedures.........................................................................69
   18.6       Subrogation........................................................................................70
19.      Liability...............................................................................................70
   19.1       General Intent.....................................................................................70
   19.2       Liability Restrictions.............................................................................70
   19.3       Direct Damages.....................................................................................71
   19.4       Duty to Mitigate...................................................................................72
   19.5       Force Majeure......................................................................................72
20.      Dispute Resolution......................................................................................73
   20.1       Informal Dispute Resolution Process................................................................73
   20.2       Litigation.........................................................................................74
   20.3       Continued Performance..............................................................................75
   20.4       Governing Law......................................................................................75
21.      Termination.............................................................................................75
   21.1       Termination For Cause By D&B.......................................................................75
   21.2       Termination by CSC.................................................................................76
   21.3       Termination for Convenience by D&B.................................................................76
   21.4       Termination for Change of Control by D&B...........................................................76
   21.5       Termination Due To Force Majeure Event.............................................................77
   21.6       Termination Due To CSC's Insolvency and Related Events.............................................77
   21.7       Termination Due To Unwind..........................................................................77
   21.8       Extension of Termination Effective Date............................................................78
   21.9       Termination/Expiration Assistance..................................................................78
   21.10      Bid Assistance.....................................................................................80
   21.11      Equitable Remedies.................................................................................80
22.      Compliance with Laws....................................................................................80
   22.1       Compliance with Laws and Regulations Generally.....................................................80
   22.2       Equal Employment Opportunity.......................................................................81
   22.3       Occupational Safety And Health Act.................................................................81
   22.4       Gramm-Leach-Bliley Act and Similar Laws............................................................81
   22.5       Hazardous Products or Components...................................................................82
   22.6       Fair Labor Standards Act...........................................................................82
   22.7       Liens..............................................................................................82
23.      General.................................................................................................83
   23.1       Binding Nature and Assignment......................................................................83
   23.2       Mutually Negotiated................................................................................83
   23.3       Notices............................................................................................84
   23.4       Counterparts.......................................................................................85
   23.5       Headings...........................................................................................85
   23.6       Relationship of Parties............................................................................85
   23.7       Severability.......................................................................................85
   23.8       Consents and Approvals.............................................................................85
   23.9       Waiver of Default..................................................................................85
   23.10      Cumulative Remedies................................................................................86
   23.11      Survival...........................................................................................86
   23.12      Public Disclosures.................................................................................86
   23.13      Service Marks......................................................................................86
   23.14      Third Party Beneficiaries..........................................................................86
   23.15      Nonsolicitation of Employees.......................................................................86
   23.16      Covenant of Good Faith.............................................................................87
   23.17      Entire Agreement; Amendment........................................................................87
</TABLE>





<PAGE>


                                    Schedules


         Schedule A:                Services

         Schedule B:                Service Levels

         Schedule C:                Charges

         Schedule D:                Key CSC Positions

         Schedule E:                Transitioned Personnel

         Schedule F:                Third Party Service Contracts

         Schedule G:                Existing Equipment

         Schedule H:                Existing Software

         Schedule I:                Termination/Expiration Assistance

         Schedule J:                D&B Facilities

         Schedule K:                Transition Plan

         Schedule L:                Initial Enhancement Activities

         Schedule M:                Real Estate Purchase Addendum

         Schedule N:                Approved Subcontractors

         Schedule O:                Forms of Bills of Sale

         Schedule P:                D&B Competitors



The  schedules  and  exhibits  thereto  have been  omitted for  purposes of this
filing,  but will be furnished  supplementally  to the  Securities  and Exchange
Commission upon request.



<PAGE>






         TECHNOLOGY SERVICES AGREEMENT (the Agreement ), made and effective as
of June 27, 2002 (the Effective Date ), by and between Dun & Bradstreet, Inc. (
D&B ), a Delaware corporation with its principal place of business located at
One Diamond Hill Road, Murray Hill, New Jersey 07974-1218, and Computer Sciences
Corporation ( CSC ), a Nevada corporation with its principal place of business
located at 2100 East Grand Avenue, El Segundo, California 90245.

1.       Background and Objectives

1.1      Background and Objectives.

         This Agreement is being made and entered into with reference to the
following specific goals, background and objectives:

(a) D&B is the leading provider of business information for credit, marketing
and purchasing decisions in principal countries of the world. Currently D&B
manages and operates its own information technology environment.

(b) CSC is in the business of providing information technology (IT) services,
including outsourcing, management consulting, network design, and systems
integration. Its services include applications development, business process
reengineering, Web and application hosting, and network operations outsourcing.

(c) D&B's aspiration is to be a growth company with a significant presence on
the Web. To achieve that goal D&B has developed a blueprint for growth
consisting of five strategic factors:

(i)      leverage the D&B brand;

(ii)     create financial flexibility;

(iii)    enhance the current business;

(iv)     become an important player in B2B eCommerce; and

(v)      build a winner culture.

(d) D&B's current and future business is dependent upon Information Technology
solutions to deliver its products to D&B's customers. D&B desires to enter into
an outsourcing arrangement which shall align with the foregoing strategic
initiatives by:

(i) recognizing substantial and sustained cost savings over what it would have
cost D&B to provide the Services for itself, both initially and on an on-going
basis;

(ii)  transferring  ownership  of IT  facilities  and  equipment to monetize D&B
assets and significantly reduce D&B administrative responsibilities;

(iii) delivering to D&B world class, evolving services, including through the
provision of information technology skills, methods, practices and standards;

(iv) enabling D&B to focus on its core competencies and on those activities
which provide it with a competitive advantage, recognizing that D&B's core
business is dependent on D&B being able to deliver information and related
services to its customers;

(v)  establishing  a  flexible  framework  within  which to  quickly  respond to
evolving technologies, competitive conditions, and changing D&B business needs;

(vi) treating fairly and equitably D&B personnel being hired by CSC and also
providing such personnel with meaningful jobs and a package of total
compensation and benefits that is at least comparable to that received from D&B;

(vii) attaining transparency and variability of costs permitting D&B to fully
understand CSC's charges and to implement a consumption-based expense structure
where actual demand for the services drives actual cost;

(viii) identifying means to improve services and reduce costs to D&B and to
enable D&B to improve and expand its information/database operations;

(ix) providing the uninterrupted  transitioning of responsibility for performing
the services from D&B and its contractors to CSC; and

(x) providing the uninterrupted  transitioning of responsibility  for performing
the Services back to D&B or its  designee(s) in connection  with  termination or
expiration of this Agreement;

(e) The Parties desire to promote a flexible business  relationship between them
that allows for and encourages growth;

(f) The Parties desire to collaborate  for the overall success of this Agreement
for both Parties; and

(g) The Parties desire to provide an agreement and pricing structure that, as of
the Effective Date, is intended to allow CSC to earn what it considers to be a
reasonable profit commensurate in the IT outsourcing industry with a transaction
of a similar size and complexity to this Agreement.

1.2      Construction.

         This list of background, goals, and objectives is not intended to
expand the scope of the Parties' obligations under this Agreement, to alter
pricing under this Agreement, or to alter the plain meaning of the terms and
conditions of this Agreement. However, to the extent the terms and conditions of
this Agreement do not address a particular circumstance or are otherwise unclear
or ambiguous, those terms and conditions are to be interpreted and construed so
as to give effect to this Agreement as a whole and this list of objectives.

2.       Definitions

2.1      Certain Definitions.

         As used in this Agreement:

(a)       Adjustment  shall have the meaning provided in Section 11.1(e).

(b)       Affected Employees  shall have the meaning provided in Section 5.2(a).

(c) Affiliate shall mean, with respect to any entity, any other entity
Controlling, Controlled by, or under common Control with, such entity at the
time in question. At D&B's option, (i) an entity shall be deemed to remain an
Affiliate of D&B for twenty four (24) months after the date it ceases to be
Controlled by D&B and (ii) the purchaser of all or substantially all the assets
of any line of business of D&B or its Affiliates shall be deemed an Affiliate of
D&B for twenty four (24) months after the date of purchase, but only with
respect to the business acquired.

(d) Agreement shall mean this Agreement, including its Schedules, exhibits, and
appendices, as the same may be amended by the Parties from time to time in
accordance with Section 23.17.

(e) Applications Software or Applications shall mean those programs and
programming (including the supporting documentation, media, on-line help
facilities and tutorials) that perform specific user related data processing in
connection with the Services, including (i) database management software (other
than IBM DB2 and Computer Associates IDMS Software) and (ii) development tools
specific to a particular item of Applications Software that is provided by the
licensor of such Applications Software.

(f) Approved Subcontractors shall mean those subcontractors of CSC: (i) approved
by D&B prior to the Effective Date and identified in Schedule N; (ii) whose
approval by D&B is not required in accordance with Section 10.6; and (iii) any
other subcontractor(s) approved by D&B in accordance with Section 10.6, unless
and until (in each case of (i), (ii), and (iii)) approval of such subcontractor
is rescinded by D&B in accordance with Section 10.6).

(g) Baseline Project Amount shall have the meaning provided in Section Article 6
of Schedule C.

(h) Benchmarker shall have the meaning provided in Section 13.7(b).

(i) Berkeley Heights Property shall have the meaning provided in Schedule M.

(j) Best Practices shall have the meaning provided in Section 10.9.

(k) Business Day shall mean every day Monday through Friday other than those
holidays (not to exceed fifteen (15) per calendar year) when D&B's corporate
headquarters is not open for business. In this Agreement references to days that
do not specifically refer to Business Days are references to calendar days and,
unless otherwise provided, a period of more than seven (7) days that expires on
a day other than a Business Day shall be automatically extended to the next
following Business Day.

(l) Change Control Procedure shall have the meaning provided in Section 10.5(c).

(m) Charges shall have the meaning provided in Section 13.1.

(n) Commencement Date shall mean August 1, 2002.

(o) Commercially Reasonable Efforts shall mean taking such steps and performing
in such a manner as a well managed business would undertake where such business
was acting in a determined, prudent and reasonable manner to achieve a
particular desired result for its own benefit.

(p) Confidential Information shall have the meaning provided in Section 15.3(a).

(q) Contract Year shall mean any twelve (12) month period commencing on the
Commencement Date or any anniversary thereof.

(r) Control and its derivatives mean with regard to any entity the legal,
beneficial or equitable ownership, directly or indirectly, of: (i) fifty percent
(50%) or more of the capital stock (or other ownership interest, if not a stock
corporation) of such entity ordinarily having voting rights; (ii)(A) twenty
percent (20%) or more of the capital stock (or other ownership interest, if not
a stock corporation) and (B) either (1) a greater percentage than any other
juridical person or (2) management control by agreement; or (iii) with respect
to an entity not domiciled in the United States, the greater of twenty percent
(20%) of the capital stock (or other ownership interest, if not a stock
corporation) and the maximum percentage allowed by local law for a United States
corporation to directly or indirectly own.

(s) Critical Service Levels shall have the meaning provided in Section 9.3.

(t) CSC shall have the  meaning  provided  in the  preamble  to this  Agreement,
subject to Section 2.2(b).

(u) CSC Personnel shall mean employees of CSC and its approved subcontractors
assigned to perform the Services pursuant to this Agreement.

(v) CSC Project Executive shall have the meaning provided in Section 5.1(b).

(w) CSC Software shall mean the Software that is owned or exclusively
distributed by CSC and that is used in provision of the Services or its
Affiliates.

(x) D&B shall have the  meaning  provided  in the  preamble  to this  Agreement,
subject to Section 2.2(a).

(y) D&B  Competitor  shall mean those  entities and their  Affiliates  listed in
Schedule P.

(z) D&B  Confidential  Information  shall have the  meaning  provided in Section
15.3(a).

(aa) D&B Contract Executive shall have the meaning provided in Section 12.1(a).

(bb) D&B  Contractor  Agreements  shall  have the  meaning  provided  in Section
5.2(c).

(cc) D&B Contractor Personnel shall have the meaning provided in Section 1.1(a).

(dd) D&B Data shall mean all information, whether or not Confidential
Information, entered in Software or Equipment by or on behalf of D&B and
information derived from such information, including as stored in or processed
through the Equipment or Software.

(ee) D&B Risk Control  Requirements  shall have the meaning  provided in Section
15.4(a).

(ff)      D&B Software  shall mean Software owned by D&B or its Affiliates.

(gg)      Default Rate  shall have the meaning provided in Section 14.2.

(hh)      Dispute Date  shall have the meaning provided in Section 20.1(a).

(ii)      DM  shall have the meaning provided in Section 20.1(b).

(jj)  Effective  Date shall have the meaning  provided  in the  preamble to this
Agreement. (kk) End Users shall mean users of the Services.

(ll)      Enhancement Plan  shall have the meaning provided in Section 3.8.

(mm) Equipment shall mean the computer and telecommunications equipment (without
regard to which entity owns or leases such equipment) used by CSC to provide the
Services. Equipment includes the following: (i) computer equipment, including
associated attachments, features, accessories, peripheral devices, front end
devices, and other computer equipment, and (ii) telecommunications equipment,
including private branch exchanges, multiplexors, modems, CSUs/DSUs, hubs,
bridges, routers, switches and other telecommunications equipment.

(nn) Equipment Capital Costs shall have the meaning provided in Section 6.3.

(oo)  Equipment  Operational  Support  Costs shall have the meaning  provided in
Section 6.3.

(pp) Existing Equipment shall mean Equipment owned or leased by D&B or its
Affiliates that exists on the Effective Date and was being utilized by D&B or
its Affiliates immediately prior to the Effective Date in performing functions
that form part of the Services. A list of Existing Equipment is attached as
Schedule G. Schedule G shall be revised in accordance with Section 6.9 to
include (or exclude) any Equipment that is acquired (or disposed of) by D&B
during the period from the Effective Date until the Commencement Date.

(qq) Existing Leased Equipment shall mean Existing Equipment leased by D&B or
its Affiliates (other than Former Affiliates) immediately prior to the Effective
Date. A list of Existing Leased Equipment is attached as Exhibit G-1. Exhibit
G-1 shall be revised in accordance with Section 6.9 to include (or exclude) any
Equipment that is acquired (or disposed of) by D&B during the period from the
Effective Date until the Commencement Date.

(rr) Existing Owned Equipment shall mean Existing Equipment owned by D&B or its
Affiliates (other than Former Affiliates) immediately prior to the Effective
Date. A list of Existing Owned Equipment is attached as Exhibit G-2. Exhibit G-2
shall be revised in accordance with Section 6.9 to include (or exclude) any
Equipment that is acquired (or disposed of) by D&B during the period from the
Effective Date until the Commencement Date.

(ss) Existing Third Party Systems Software shall mean Third Party Systems
Software that exists on the Effective Date and was being utilized by D&B or its
Affiliates immediately prior to the Effective Date in performing functions that
form part of the Services. Existing Third Party Systems Software includes all
Existing Third Party Systems Software listed identified in Schedule H, and any
additional Existing Third Party Systems Software, subject to the application of
Section 3.5. Notwithstanding the foregoing, non-IBM Third Party Systems Software
used by Former Affiliates shall not be considered Existing Third Party Systems
Software.

(tt) Extraordinary Event shall have the meaning provided in Section 13.5(a).

(uu) Force Majeure Event shall have the meaning provided in Section 19.5(a).

(vv) Former Affiliate shall mean those companies which as of the Effective Date
were previously Affiliates of D&B (or the purchasers of assets of D&B's
businesses) with whom D&B has entered into agreements to provide on-going
information technology services. Former affiliates are Moody's Investors
Services, Inc., AC Nielsen Canada, Receivable Management Services Corporation,
and Intrum Justicia, B.V.

(ww) Former Affiliate  Services shall have the meaning provided in Article 10 of
Schedule A.

(xx)  IBM  shall  mean  International  Business  Machines  Corporation  and  its
Affiliates.

(yy) Including and its derivatives (such as include and includes ) means
including, without limitation. This term is as defined, whether or not
capitalized in this Agreement.

(zz) Initial Enhancement Plan shall have the meaning provided in Section 3.8.

(aaa)  Intellectual  Property Rights shall have the meaning  provided in Section
1.1(a).

(bbb) Interim Period shall have the meaning provided in Section 6.9.

(ccc)     Key CSC Positions  shall have the meaning provided in Section 5.1(a).

(ddd) Key D&B Contractor  Personnel  shall have the meaning  provided in Section
1.1(a).

(eee) Key  Transitioned  Employees  shall have the  meaning  provided in Section
5.2(b).

(fff) Local Enabling Agreement shall have the meaning provided in Section 10.11.

(ggg) Losses shall mean all losses, liabilities, damages and claims, payable to
unaffiliated third parties and/or governmental or regulatory agencies, and all
related third-party costs and expenses (including reasonable legal fees and
disbursements and costs of investigation, litigation, settlement, judgment,
interest and penalties).

(hhh)  Monthly  Performance  Report  shall have the meaning  provided in Section
10.2(b).

(iii)     New Services  shall have the meaning provided in Section 13.6.

(jjj) Non-Software Materials shall have the meaning provided in Section 7.4(b).

(kkk) Notice of Election shall have the meaning provided in Section 18.5(a).

(lll) Out-of-Pocket Expenses shall mean reasonable, demonstrable and actual
out-of-pocket expenses incurred by CSC for labor, equipment, materials, supplies
or services provided to or for D&B or its Affiliates as identified in this
Agreement or otherwise incurred in connection with performing the Services, but
not including CSC's overhead costs (or allocations thereof), administrative
expenses or other mark-ups. Where relevant in determining CSC's costs, CSC's
incremental costs shall be used and all charges shall be net of any rebates,
discounts, and allowances received by CSC. The time and materials rates set
forth in Exhibit C-5 shall be used to calculate the portion of CSC's
Out-of-Pocket Expenses attributable to labor performed by CSC Personnel.

(mmm) Party shall mean either D&B or CSC and Parties shall mean both D&B and
CSC.

(nnn) Pass-Through Expenses shall have the meaning provided in Section 13.2(a).

(ooo) Performance Standards shall mean, individually and collectively, the
quantitative and qualitative performance standards and commitments for the
Services contained in this Agreement, including Service Levels.

(ppp)     Permitted Users  shall have the meaning provided in Section 3.9.

(qqq) Personally Identifiable Information shall mean any information that, alone
or in combination with other information, relates to a specific, identifiable
individual person. Personally Identifiable Information includes individual
names, social security numbers, telephone numbers, home address, driver's
license number, account number, email address, and vehicle registration number.
Any information that can be associated with Personally Identifiable Information
shall also be Personally Identifiable Information. For example, an individual's
age alone is not Personally Identifiable Information, but if such age were
capable of being associated with one or more specific identifiable individuals
then such age would be deemed Personally Identifiable Information.

(rrr) Procedures Manual shall mean the standards and procedures manual described
in Section 10.4.

(sss)     Project  shall have the meaning provided in Schedule C.

(ttt)     Project Plan  shall have the meaning provided in Schedule C.

(uuu) Required Consents shall mean such consents as may be required or desirable
for the assignment to CSC, or the grant to CSC of rights of use, of resources
otherwise provided for in this Agreement.

(vvv)  Resource  Baselines  shall have the  meaning  given in Section  3.1(a) of
Schedule C.

(www) Schedule shall mean any of the schedules attached to this Agreement as the
same may be amended by the Parties from time to time in accordance with Section
23.17.

(xxx)     Security Plan  shall have the meaning provided in Section 15.2(b).

(yyy)     Services  shall have the meaning provided in Section 3.1.

(zzz)     Service Levels  shall have the meaning provided in Section 9.1.

(aaaa) Service Level Credits shall have the meaning provided in Section 9.3.

(bbbb)    Service Tower  shall have the meaning provided in Schedule C.

(cccc) Shared Subcontractors shall have the meaning provided in Section 10.6(b).

(dddd) Software shall (unless a more specific reference is provided) mean
Applications Software and Systems Software.

(eeee) Software Capital Costs shall have the meaning provided in Section 6.5.

(ffff) Software Operational Support Costs shall have the meaning provided in
Section 6.5.

(gggg)    Steering Committee  shall have the meaning provided in Section 10.1.

(hhhh) Straddle Agreements shall mean Third Party Service Contracts, leases of
Equipment, and licenses for Third Party Software existing on the Effective Date,
including enterprise agreements, which relate both to the Services and to assets
and activities retained by D&B and its Affiliates that do not form a part of the
Services.

(iiii) Systems Software shall mean those programs and programming (including the
supporting documentation, media, on-line help facilities and tutorials) that
perform (i) tasks basic to the functioning of the Equipment and which are
required to operate the Applications Software; or (ii) tasks, other than as
performed by Applications Software, otherwise supporting the provision of the
Services by CSC. Programs and programming supporting the Services that are not
Applications Software shall be deemed to be Systems Software. Systems Software
includes the software listed in Schedule H and any other mainframe and midrange
operating systems, server operating systems, network operating systems, systems
utilities (including measuring and monitoring tools), data security software,
middleware, development tools (other than development tools specific to a
particular item of Applications Software which is provided by the licensor of
such Applications Software) telecommunications monitors, and IBM DB2 and CA IDMS
database management Software.

(jjjj) Targeted Cost Increases shall have the meaning provided in Section
13.5(c).

(kkkk) Targeted Cost Reductions shall have the meaning provided in Section
13.5(c).

(llll) Targeted Resource Additions shall have the meaning provided in Section
13.5(c).

(mmmm) Targeted Resource Reductions shall have the meaning provided in Section
13.5(c).

(nnnn)    Technology Plan  shall have the meaning provided in Section 10.7.

(oooo)    Term  shall have the meaning specified in Section 4.1.

(pppp) Termination Charges shall mean those charges associated with D&B's
termination for convenience pursuant to Section 21.3, termination for change of
control pursuant to Section 21.4, termination in connection with a Force Majeure
Event pursuant to Section 19.5, or termination in connection with a benchmarking
pursuant to Section 13.7(e)(ii).

(qqqq)  Termination/Expiration  Assistance  shall have the  meaning  provided in
Section 21.9(a).

(rrrr) Third Party Service Contracts shall mean those agreements pursuant to
which a third party was, immediately prior to the Effective Date, furnishing or
providing services to D&B or its Affiliates similar to the Services, including
D&B contracts for the services of non-employee personnel to provide services
similar to the Service prior to the Effective Date. Third Party Service
Contracts include all Third Party Service Contracts identified in Schedule F,
and any additional Third Party Service Contracts, subject to the application of
Section 3.5. Notwithstanding the foregoing, Third Party Service Contracts do not
include licenses, leases and other agreements under the Software and Proprietary
Rights section of this Agreement.

(ssss) Third Party Applications Software shall mean Third Party Software that is
Applications Software.

(tttt) Third Party Software shall mean Software that is not CSC Software or D&B
Software.

(uuuu) Third Party  Systems  Software  shall mean Third Party  Software  that is
Systems Software.

(vvvv) Transitioned Employees shall have the meaning provided in Section 5.2(a).

(wwww) Use shall mean to use, copy, maintain, modify, enhance, or create
derivative works.

2.2      Inclusion of Affiliates in Definition of D&B and CSC.

(a) References to D&B in this Agreement include Affiliates of D&B in accordance
with the following: (i) a reference includes Affiliates of D&B where expressly
so provided; (ii) except as expressly provided references to D&B in the
following definitions include Affiliates and Former Affiliates of D&B: D&B Data,
D&B Software, Existing Equipment, Existing Third Party Systems Software,
Straddle Agreements and Third Party Service Contracts; (iii) references to sale,
assignment, grant or the like by D&B means D&B shall perform the act for itself
and cause Affiliates of D&B and Former Affiliates to perform the act for
themselves; references to assets being in the name of D&B include Affiliates of
D&B and Former Affiliates; and (iv) references to the business, operations,
policies, procedures and the like of D&B include Affiliates of D&B and Former
Affiliates to the extent such Affiliates and Former Affiliates are receiving the
Services. Subject to the foregoing, references to D&B shall include Affiliates
of D&B and Former Affiliates as D&B reasonably designates. In the event of a
conflict between D&B policies and procedures and those of a Former Affiliate,
CSC shall notify the D&B Project Executive of the conflict and the D&B Project
Executive shall direct CSC as to which policies and procedures should be
followed.

(b) References to CSC in this Agreement include Affiliates of CSC in accordance
with the following: (i) a reference includes Affiliates of CSC where expressly
so provided; and (ii) where Services are to be provided through an Affiliate of
CSC, references to CSC include such Affiliate.

2.3      Other Defined Terms.

         Other terms used in this Agreement are defined where they are used and
have the meanings there indicated. Those terms, acronyms, and phrases utilized
in the information technology ( IT ) services industry or other pertinent
business context which are not otherwise defined herein shall be interpreted in
accordance with their generally understood meaning in such industry or business
context.

3.       Services

3.1      General.

         Beginning on the Commencement Date, CSC shall provide the following
services, functions and responsibilities, as they may evolve during the Term and
as they may be supplemented, enhanced, modified or replaced ( Services ):

(a) The services, functions and responsibilities described in this Agreement and
its Schedules;

(b) The information technology services (including print and fulfillment),
functions and responsibilities that are reasonably related to the services,
functions and responsibilities described in this Agreement, to the extent
performed during the twelve (12) months preceding the Effective Date by D&B (and
its Affiliates' (other than Former Affiliates')) personnel (including employees
and contractors) identified in Schedule E to this Agreement who are (i)
transitioned to CSC, or (ii) displaced or whose functions were displaced as a
result of this Agreement, even if the service, function or responsibility so
performed is not specifically described in this Agreement; and

(c) The services, functions and responsibilities that a reasonable business
person would believe to be reflected in those categories of D&B's budget that
CSC is assuming pursuant to this Agreement, as set forth in Exhibit C-14 to
Schedule C.

         The applicability of Sections 3.1(b) and 3.1(c) shall not override the
Resource Units volumes and associated Charges in Schedule C.

3.2      Implied Services.

         If any services, functions, or responsibilities are required for the
proper performance and provision of the Services, regardless of whether they are
specifically described in this Agreement, they shall be deemed to be implied by
and included within the scope of the Services to be provided by CSC to the same
extent and in the same manner as if specifically described in this Agreement.
Notwithstanding the foregoing, services, functions, or responsibilities that are
specifically excluded from the scope of Services under this Agreement (such as
responsibilities retained by D&B) shall not be deemed to be within the scope of
the Services. Except as otherwise expressly provided in this Agreement, CSC
shall be responsible for providing the facilities, personnel, and other
resources as necessary to provide the Services.

3.3      Services Evolution.

         CSC shall cause the Services to evolve and to be modified, enhanced,
supplemented and replaced as necessary for the Services to keep pace with
technological advances and advances in the methods of delivering services, where
such advances are at the time pertinent in general use within the IT industry or
among D&B's competitors. Such evolution shall, at a minimum, be made so as to
conform with the requirements for continuous improvement of Service Levels as
set forth in Schedule B. As an example, Services evolution shall include the
addition of functionality by CSC as is made possible with new Equipment and
Software utilized by CSC during the Term. Adjustments in Services in accordance
with this Section shall be deemed to be included within the scope of the
Services to the same extent and in the same manner as if expressly described in
this Agreement. Notwithstanding anything to the contrary in this Section 3.3,
the foregoing statement is not intended to enlarge CSC's obligations where
evolutions in technology are specified in this Agreement (e.g., Equipment
refresh, standards, configurations, and Service Levels).

3.4      Services Variable in Scope and Volume.

         The Services are variable in scope and volume. Such variations shall be
provided for in the pricing mechanisms set forth in this Agreement. CSC shall
not be entitled to receive an adjustment to the Charges except as set forth this
Agreement.

3.5      Post-Effective Date Adjustments.

         The Parties acknowledge that they have used reasonable efforts to
develop complete lists in Schedules H and F to this Agreement of all Existing
Third Party Systems Software and Third Party Service Contracts. However, the
Parties acknowledge that certain items which would constitute Existing Third
Party Systems Software or Third Party Service Contracts may have been
inadvertently omitted from those Schedules, or that the Parties may not have
discovered Straddle Agreements that CSC requires to provide the Services.
Accordingly, the Parties agree that to the extent any obligations of this
Agreement apply to any such omitted Existing Third Party Systems Software,
Straddle Agreements, and Third Party Service Contracts, such obligations shall
still apply as if the Existing Third Party Systems Software, Straddle
Agreements, and Third Party Service Contracts were fully identified in the
applicable Schedule, and the Parties shall amend the relevant Schedule as
appropriate. With respect to any such omitted items which were (i) not known
(nor with the exercise of reasonable diligence should have been known) to CSC
personnel prior to the Effective Date and (ii) which are not reasonably
ascertainable by a reasonable business person from a D&B budget item assumed by
CSC and identified in the budget attached as Exhibit C-14, if CSC notifies D&B
within ninety (90) days from the Commencement Date (time being of the essence)
providing sufficient detail, to the extent (but only to the extent) the
aggregate total annual expense to be assumed by CSC is greater than one hundred
thousand dollars ($100,000) (with one-time expenses being treated as amortized
over the ten (10) year period from the Commencement Date (without any imputed
cost of capital)) at D&B's option, either the Annual Services Charge shall be
increased to cover such excess amount or D&B may treat the excess amount of such
expenses as D&B retained responsibility expenses.

3.6      Services Performed by D&B or Third Parties.

(a) D&B retains the right to perform itself, or retain third parties to perform,
any of the Services. D&B shall provide CSC with at least ninety (90) days notice
prior to withdrawing any substantial portion of the Services from the scope of
Services under this Agreement.

(b) In the case of D&B's withdrawal of Services under Section 3.6(a), the
charges in Schedule C shall be equitably adjusted to reflect those Services that
are no longer required; provided that the rates and terms and conditions
described in Schedule C, including those in Section 4.3 of Schedule C, and any
other pricing provisions in this Agreement shall apply as applicable.

(c) To the extent D&B performs any of the Services itself, or retains third
parties to do so, CSC shall cooperate with D&B or such third parties. Such
cooperation shall include:

(i) making the D&B or other dedicated facilities being used by CSC to provide
the Services available (as necessary or desirable for D&B or a third party to
perform its work);

(ii) making the Equipment and Software  available (to the extent permitted under
any underlying agreements with unaffiliated third parties);

(iii) obtaining any required third party consents at D&B's expense on an
Out-of-Pocket Expense Basis (provided that CSC shall use Commercially Reasonable
Efforts to minimize the cost of such consents); and

(iv) providing such information regarding the operating environment, system
constraints and other operating parameters as a person with reasonable
commercial skills and expertise would find reasonably necessary for D&B or a
third party to perform its work. CSC shall provide such cooperation at no
additional charge to the extent such cooperation can be provided by CSC
Personnel primarily dedicated to providing the Services without adversely
affecting the Performance Standards.

(d) Third parties retained by D&B shall comply with CSC's reasonable industrial
security and confidentiality requirements and (to the extent failure to do so
would substantially impact CSC's performance) with CSC's reasonable work
standards, methodologies, and procedures, as have been provided by CSC. CSC
shall promptly notify D&B if an act or omission of such a third party may cause
a problem or delay in providing the Services or a failure to meet the Service
Levels and shall work with D&B to prevent or circumvent such problem or delay.
If CSC notifies D&B that the performance of activities by a third party retained
under this Section would adversely affect CSC's ability to meet the Service
Levels, D&B shall either alter its request or waive the Service Levels that
would be adversely affected.

3.7      Overview of Services.

         As part of the Services, CSC shall provide data center (Mainframe,
Midrange and Web hosting), Mainframe and Midrange disaster recovery, desktop
computer/LAN/Server support, data and voice network, problem management and help
desk services, print and fulfillment, and the other services, functions and
responsibilities each as described in Schedule A.

3.8      Enhancement Activities.

         CSC shall enhance delivery of Services through introduction of tools,
procedures and other improvements into D&B's IT environment, in accordance with
a detailed plan reasonably proposed by CSC and approved by D&B ( Enhancement
Plan ). The initial Enhancement Plan in effect is set forth in Schedule L.

3.9      Permitted Users of the Services.

(a) The Services may be used by D&B and, as directed by D&B, (i) its Affiliates,
Former Affiliates, and those third parties (such as customers, suppliers, and
joint venturers) with whom D&B or any Affiliate or Former Affiliate has a
commercial relationship which is broader than mere resale of the Services; and
(ii) those persons (which may be as broad as the general public) who D&B or its
Affiliates or Former Affiliates permits access to the Services through the
internet and similar methods (collectively, Permitted Users ). CSC acknowledges
that such access is on-going as of the Effective Date. Services provided to
Permitted Users shall be deemed to be Services provided to D&B and D&B shall be
responsible to the same extent for Permitted Users and their related obligations
as it would be if the Services had been provided directly to D&B.

(b) CSC shall provide the Services to Permitted Users at any and all geographic
locations at which such entities operate as of the Effective Date. If D&B
requests that CSC provide Services to Permitted Users (i) in or from a new
geographic location or (ii) in or from an existing geographic location that are
materially different from the Services previously provided at such geographic
location, then CSC shall provide such Services as New Services. CSC shall charge
D&B for such New Services in accordance with the charges and unit rates set
forth in Schedule C, in addition to any Out-of-Pocket Expenses attributable to
one-time start-up costs agreed upon by the Parties with respect to such New
Services, unless CSC demonstrates that a material increase in CSC's cost of
providing such New Services exists (e.g., higher labor cost indices at a new
geographic location) that justifies an equitable adjustment to the charges in
which case the charges and rates in Schedule C shall be adjusted accordingly.
Notwithstanding the foregoing, Services provided to D&B in D&B's new corporate
headquarters in Short Hills, New Jersey shall not be considered New Services and
shall not be subject to any additional charges other than the charges and unit
rates set forth in Schedule C and the one-time Project charges (as defined in
Schedule C), if any, provided in the Project Plan relating to the Services
necessary to assist D&B in migration to its new headquarters.

3.10     Former Affiliates.

         CSC acknowledges that D&B has entered into agreements with each of the
Former Affiliates to provide the Former Affiliate Services. D&B may terminate or
extend the period when Former Affiliate Services are to be provided (but not
beyond the Term hereof) without payment of a Termination Charge or other
penalty, on a Former Affiliate-by-Former Affiliate basis, by providing notice to
CSC at least two (2) months prior to the effective date of termination.

3.11     Projects.

         At D&B's request, CSC shall perform Projects. Charges for such Projects
shall be determined in accordance with Article 6 of Schedule C.

4.       Term of Agreement

4.1      Term.

         The term ( Term ) of this Agreement shall begin on the Effective Date
and shall expire on July 31, 2012 unless terminated earlier or extended in
accordance with this Agreement.

4.2      Extension of Term.

         By giving written notice to CSC no less than six (6) months prior to
the then-existing expiration date of this Agreement, D&B shall have the right to
extend the Term of this Agreement for up to one (1) year on the terms and
conditions then in effect. D&B shall have three (3) such extension options of up
to one (1) year each.

5.       Personnel
5.1      Key CSC Positions.

(a) Key CSC Positions shall be the positions set forth as such in Schedule D.
CSC shall cause each of the CSC Personnel filling the Key CSC Positions to
devote substantially full time and effort to the provision of Services to D&B.
Once assigned to a Key CSC Position, these individuals shall remain on the D&B
account in such position for at least two (2) consecutive years. If an employee
of an Approved Subcontractor is assigned to a Key CSC Position, CSC shall use
Commercially Reasonable Efforts to obtain commitments from that Approved
Subcontractor to comply with the requirements of this Section 5.1 with respect
to such position. D&B may from time to time change the positions designated as
Key CSC Positions, provided that without CSC's consent, the number of Key CSC
Positions shall not exceed ten (10). The requirements of this Section 5.1(a)
shall not apply to an individual filling a position that D&B changes from a Key
CSC Position to a non-Key CSC Position.

(b) CSC shall designate an individual to serve as CSC Project Executive . The
CSC Project Executive shall:

(i)      be one of the Key CSC Positions;

(ii)     serve as the single point of accountability for CSC for the Services;

(iii) have day-to-day authority for undertaking to ensure customer satisfaction;

(iv) receive compensation that includes significant financial incentives based
on D&B's satisfaction with the Services, which shall not be less than fifty
percent (50%) of his or her incentive compensation; and

(v) be located at D&B's corporate headquarters in Murray Hill or Short Hills,
New Jersey, or other location reasonably designated by D&B from time to time.

(c) Before assigning an individual to a Key CSC Position, whether as an initial
assignment or a subsequent assignment, CSC shall advise D&B of the proposed
assignment and introduce the individual to the appropriate D&B representatives.
D&B shall have the right to:

(i)  interview  and  approve  any  personnel  proposed  by CSC to fill a Key CSC
Position; and

(ii) require CSC to remove and replace such personnel at any time, in its sole
discretion, provided that D&B does not request the removal of any personnel for
reasons prohibited by law, and provided that reasonable notice (which may be
immediate, depending on the circumstances surrounding the removal) is given.

(d) If D&B objects in good faith to the proposed Key CSC Position assignment,
the Parties shall attempt to resolve D&B's concerns on a mutually agreeable
basis. If the Parties have not been able to resolve D&B's concerns within five
(5) working days, CSC shall not assign the individual to that position and shall
propose to D&B the assignment of another individual of suitable ability and
qualifications. Except with D&B's consent, individuals filling Key CSC Positions
may not be transferred or re-assigned to other positions with CSC or its
Affiliates until a suitable replacement has been approved by D&B, and no such
transfer shall occur at a time or in a manner that would have an adverse impact
on delivery of the Services. CSC shall establish and maintain an up-to-date
succession plan for the replacement of individuals serving in Key CSC Positions
that shall be reviewed with D&B on a regular basis.

(e) So long as an individual is assigned to a Key CSC Position, and for twelve
(12) months thereafter, CSC shall not assign such individual to perform services
for the benefit of any D&B Competitor.

5.2      Transitioned Personnel.

(a) Prior to the Commencement Date, CSC shall offer employment to the employees
of D&B listed in Schedule E ( Affected Employees ). Transitioned Employees shall
mean Affected Employees who accept CSC's offer and become employed by CSC
effective as of the Commencement Date or such other date as to which the Parties
agree. The provisions of Schedule E shall apply to offers of employment to
Affected Employees and for employment of Transitioned Employees.

(b) Certain of the Transitioned Employees, as identified in Schedule E, are
employees who D&B believes are critical to CSC in providing the Services ( Key
Transitioned Employees ). During the twenty-four (24) months following the
Commencement Date (or such other period designated in Schedule E) without D&B's
prior written approval CSC may not: (i) terminate the employment of, or demote,
a Key Transitioned Employee except for cause; or (ii) transfer or re-assign a
Key Transitioned Employee from performing the Services for D&B.

(c) D&B has contracted for the services of non-employee personnel who
immediately prior to the Commencement Date were performing services similar to
the Services ( D&B Contractor Personnel ). With regard to the agreements for D&B
Contractor Personnel ( D&B Contractor Agreements ), such D&B Contractor
Agreements shall be terminated or, subject to obtaining Required Consents in the
manner provided in Section 6.7, assigned to CSC. The action of termination or
assignment for particular D&B Contractor Agreements shall be in accordance with
a plan prepared by CSC and approved by D&B. CSC shall be responsible for the
costs, charges and fees associated with such actions.

5.3      Qualifications, Retention and Removal of CSC Personnel.

(a) CSC shall assign an adequate number of CSC Personnel to perform the Services
as of the Commencement Date. CSC Personnel shall be properly educated, trained
and fully qualified for the Services they are to perform. If any portion of the
Services of CSC Personnel are a separately chargeable resource CSC shall not
charge D&B for the costs of training CSC Personnel, including the time necessary
for such CSC Personnel to become familiar with D&B's account or business.

(b) D&B and CSC agree that it is in their best interests to keep the turnover
rate of CSC Personnel to a reasonably low level. Accordingly, if D&B believes
that CSC's turnover rate may be excessive and so notifies CSC, CSC shall provide
data concerning its turnover rate and meet with D&B to discuss the reasons for,
and impact of, the turnover rate. If appropriate, CSC shall submit to D&B its
proposals for reducing the turnover rate, and the Parties shall mutually agree
on a program to bring the turnover rate down to an acceptable level. In any
event, CSC shall use Commercially Reasonable Efforts to keep the turnover rate
to a reasonably low level, and notwithstanding transfer or turnover of CSC
Personnel, CSC remains obligated to perform the Services without degradation and
in accordance with this Agreement.

(c) While at D&B's premises (or the premises of others receiving the Services
under this Agreement), CSC Personnel shall (i) comply with reasonable requests,
rules, and regulations regarding personal and professional conduct (including
the wearing of an identification badge and adhering to regulations and general
safety, dress, behavior, and security practices or procedures) generally
applicable to such premises; and (ii) otherwise conduct themselves in a
businesslike and professional manner.

(d) If D&B determines in good faith that the continued assignment to D&B's
account of one or more of CSC Personnel is not in the best interests of D&B,
then, upon reasonable notice from D&B, CSC shall replace that person with
another person of suitable ability and qualifications. Notwithstanding the
foregoing, where D&B notifies CSC that D&B has determined that the concern is of
such a nature that such CSC Personnel should be removed immediately (albeit
possibly temporarily) from D&B's account, CSC shall immediately remove such
individual(s) from D&B's account. In any event, any request by D&B to remove an
individual from D&B's account shall not be deemed to constitute a termination of
such individual's employment by CSC and in no event shall D&B be deemed an
employer of any such person.

(e) From time to time particular D&B clients may have requirements that
personnel assigned to particular projects successfully complete background
screening, drug testing, and similar requirements. CSC shall staff the D&B
account with a sufficient number of individuals who are willing to agree to and
are able to pass background screening, drug tests, and similar requirements as
necessary to meet the requirements of particular D&B customers. The costs of any
such D&B client requirements shall be borne by D&B to the extent that such
procedures have not been performed by CSC as part of CSC's normal hiring
practices. D&B acknowledges that the ability of individuals to pass such
screenings shall not be guaranteed by CSC. No screening pursuant to this Section
5.3(e) shall be required to the extent prohibited or restricted by applicable
law or regulation.

6.       Responsibility for Resources

6.1      Generally.

         Except to the extent specifically provided elsewhere in this Agreement
(such as with respect to Former Affiliates), CSC shall be responsible for
providing all resources (including Equipment, Software, facilities and
personnel) necessary or desirable to provide the Services, and all Equipment
Capital Costs, Equipment Operational Support Costs, Software Capital Costs, and
Software Operational Support Costs (each as defined below in Sections 6.3 and
6.5) relating to those resources, and shall only recover such costs through the
corresponding charges specified in this Agreement.

6.2      Acquired Assets.

(a) Simultaneously with the execution and delivery of this Agreement, CSC has
acquired legal ownership of the Existing Owned Equipment listed in Exhibit G-1
of Schedule G for the price set forth in the Form Bill of Sale attached as
Schedule O. D&B warrants that it has conveyed good and marketable title thereto,
subject to any liens noted in Exhibit G-1. In addition, CSC agrees to, and
hereby does, assume the leases for the Existing Leased Equipment for which CSC
is responsible for Equipment Capital Costs under Section 6.3 as of the
Commencement Date.

(b) CSC leases back to D&B the Existing Owned Equipment listed in Exhibit G-1 of
Schedule G, without additional consideration, for a lease term commencing on the
Effective Date and ending immediately prior on the Commencement Date. During the
lease term, D&B will maintain and use the Existing Owned Equipment in a manner
consistent with maintenance and use prior to the lease term. D&B will not remove
any Existing Owned Equipment from D&B Facilities (other than portable equipment
in the ordinary course of business) without CSC's approval. The warranty
disclaimer set forth in Section 16.10 shall apply to this lease. As of the
Commencement Date, D&B will turn over the Existing Owned Equipment to CSC in as
good order and condition as of the Effective Date, reasonable wear and tear
excepted. In addition to the indemnities set forth in Section 18.2, D&B shall
indemnify and hold CSC and CSC's Affiliates, officers, directors, employees,
agents, successors and assigns harmless against any and all Losses and
threatened Losses arising from, in connection with, or based on allegations
whenever made relating to the lease or use of the Existing Owned Equipment
during the lease term. During the lease term the entire risk of loss, damage,
destruction, whether by casualty or other cause, for owned and leased property
not otherwise subject to the risk of loss allocation provisions of Schedule M
shall be borne and assumed by D&B until such property is turned over to CSC on
the Commencement Date. If any lost, destroyed, or damaged property is not
completely repaired or replaced before the Commencement Date by D&B the cost of
performing any remaining repair or replacement shall be paid by D&B to CSC upon
demand.

(c) Promptly following the execution and delivery of this Agreement, D&B shall
transfer title to the Berkeley Heights Property in accordance with the
provisions of Schedule M.

(d) In consideration of the transfer of title of the assets and property
described above, simultaneously with recordation of title to CSC of the Berkeley
Heights Facility and issuance of a title insurance policy in accordance with the
mutual instructions of the parties to the title insurance company, CSC shall pay
to D&B the consideration set forth in Exhibit C-18 to Schedule C by wire
transfer of immediately available federal funds.

(e) Each Party shall (without additional consideration) execute such additional
documents and take such additional actions as are reasonably necessary to (i)
perfect title in CSC to the Existing Owned Equipment that CSC has acquired under
this Section 6.2; and (ii) cause D&B and its Affiliates to be relieved of all
obligations arising after the Commencement Date with respect to the Existing
Leased Equipment for which CSC shall assume leases (except to the extent such
obligations arise from the actions (or inactions) taken (or not taken) by D&B
prior to the Effective Date).

6.3      Financial Responsibility for Equipment.

         Subject to Section 3.5, financial responsibility for (i) acquisition,
lease, and ownership costs for Equipment, including current and future
Equipment, upgrades, enhancements, growth and technology refreshments (
Equipment Capital Costs ) and (ii) all costs and expenses related to operational
support, including installation, support, hardware maintenance, disaster
recovery, service levels, and moves, adds and changes ( Equipment Operational
Support Costs ) shall be allocated between the Parties as provided in the matrix
below. CSC shall pay directly, or promptly reimburse D&B if D&B (or any of its
Affiliates) has paid, all such charges that are attributable to periods from and
after the Effective Date.



<PAGE>
<TABLE>
<CAPTION>

(a)
                  Financial Responsibility Matrix for Equipment.

--------------------------------------------------------------------------- --------------------- --------------------
<S>                                                                             <C>                  <C>
                                                                                                  Equipment
Category of Equipment                                                       Equipment Capital     Operational
                                                                            Costs                 Support Costs
--------------------------------------------------------------------------- --------------------- --------------------
----------------------------------------------------------------------------------------------------------------------
Mainframe Environment
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Mainframe Equipment used to provide Services to D&B                     CSC                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Mainframe Equipment used to provide Services to Former Affiliates.      D&B                   CSC
    The Equipment Operational Support Costs for Former Affiliates for
    which CSC is responsible shall (i) exclude third-party Equipment
    maintenance agreements; and (ii) be limited to costs incurred in
    providing the Former Affiliate Services described in Section 10.1 of
    Schedule A.
--------------------------------------------------------------------------- --------------------- --------------------
----------------------------------------------------------------------------------------------------------------------
Midrange Environment
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------- --------------------- --------------------
    All Servers at D&B Campus Locations (other than Former Affiliate        CSC                   CSC
    servers and file and print Servers)
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    All Servers at Remote D&B Locations (other than file and print          D&B                   CSC
    Servers)
--------------------------------------------------------------------------- --------------------- --------------------
----------------------------------------------------------------------------------------------------------------------
Distributed Environment
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Desktop and laptop computers in the United States                       D&B                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Desktop and laptop computers outside of the United States (Out of       D&B                   D&B
    Scope)
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Attached and network printers in the United States                      D&B                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Attached and network printers outside of the United States  (Out of     D&B                   D&B
    Scope)
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    File and print Servers at D&B Campus Locations                          D&B                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    File and print Servers at Remote D&B Locations (Out of Scope)           D&B                   D&B
--------------------------------------------------------------------------- --------------------- --------------------
----------------------------------------------------------------------------------------------------------------------
Help Desk Environment
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------- --------------------- --------------------
    All Help Desk Equipment                                                 CSC                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
----------------------------------------------------------------------------------------------------------------------
Network Environment (includes Equipment co-located with D&B Equipment that is
required to support RMS)
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Routers                                                                 CSC                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Switches                                                                CSC                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Hubs                                                                    CSC                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    PBXs in Campus Locations other than High Wycombe (excluding the PBX     CSC                   CSC
    dedicated to RMS in Lehigh Valley)
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    PBXs in Remote D&B Locations and High Wycombe                           D&B                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    ACD                                                                     CSC                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Voicemail                                                               CSC                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Firewall                                                                CSC                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Telephone Handsets                                                      D&B                   CSC*
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Wireless Phones & Pagers                                                D&B                   CSC*
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Network Transport Vendor Equipment                                      D&B                   CSC*
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    RMS Link to D&B's Data Center                                           D&B                   CSC*
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    Moody's Link to D&B's Data Center                                       D&B                   CSC*
--------------------------------------------------------------------------- --------------------- --------------------
--------------------------------------------------------------------------- --------------------- --------------------
    A.C. Nielsen's Line to D&B's Data Center                                D&B                   CSC*
--------------------------------------------------------------------------- --------------------- --------------------
----------------------------------------------------------------------------------------------------------------------
* Unless the Parties agree otherwise, operational support for telephone
handsets, wireless phones and pagers, Equipment provided by D&B's network
transport vendor, and Equipment required to maintain Former Affiliate links to
D&B's data center shall be provided by third-party vendors. CSC shall be
responsible for Equipment Operational Support Costs required for CSC to manage
such third-party vendors.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Print/Fulfillment Environment
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------- --------------------- --------------------
    All print and fulfillment Equipment (including for Former Affiliates)   CSC                   CSC
--------------------------------------------------------------------------- --------------------- --------------------
</TABLE>

(b)  Equipment   Refresh.   CSC  shall  refresh   Equipment  for  which  it  has
responsibility  for Equipment Capital Costs in accordance with Section 7.1(e) of
Schedule A.

6.4      Equipment Access and Operational and Administrative Responsibility.

(a) Access. D&B shall grant CSC the same rights of access and use that D&B has
to Equipment used by D&B immediately prior to the Effective Date to provide
services to itself or others, and necessary to provide the Services (subject to
the Parties having obtained any Required Consents therefore).

(b) No Warranties. All Equipment provided or made available to CSC and Approved
Subcontractors under this Agreement by D&B is provided or made available on an
AS IS, WHERE IS basis, with no warranties whatsoever, except that, to the extent
it is able, D&B shall transfer warranty rights in Equipment to CSC as provided
with the original Equipment manufacturer. If D&B elects not to maintain an OEM
warranty for a Desktop Workstation or Laptop Workstation (each as defined in
Schedule C), CSC shall charge D&B in accordance with Section 5.7 of Schedule C
on a time and materials basis for the incremental support CSC is required to
provide that would otherwise be covered by the OEM warranty.

(c) Pass-Through Equipment. With respect to Equipment where the Parties agree
that CSC's or its Affiliates' financial responsibility is to be on a
Pass-Through Expense basis, if any, such Equipment shall be purchased or leased
in the name of D&B (or its designated Affiliate) unless D&B expressly designates
otherwise. If such Equipment is leased, CSC shall comply with the operational
and confidentiality requirements imposed on D&B (or, if applicable, on D&B's
Affiliate) under the leases approved by D&B for such Equipment. The method of
acquisition by D&B shall not alter the Parties' allocation of responsibility for
Equipment Capital Costs and Equipment Operational Support Costs under Sections
6.3 and 6.4.

(d) Disposal of Equipment Owned or Leased by D&B. As directed by D&B, CSC shall
dispose of Equipment owned (legally or beneficially) or leased (in accordance
with the applicable requirements of the lease) by D&B and no longer needed for
the provision of the Services. CSC shall pay to D&B the positive difference, if
any, between the value received by CSC for such Equipment and the costs
reasonably incurred by CSC in disposing of such Equipment.

(e) Disposal of Equipment Not Owned by D&B. CSC shall be responsible for the
disposal of Equipment provided by CSC or its subcontractors (including equipment
transferred to CSC) and no longer required for the provision of the Services.
CSC shall be responsible for all costs, Charges or fees associated with the
disposal of such Equipment.

6.5      Financial Responsibility for Software.

         Subject to Section 3.5, financial responsibility for (i) acquisition
and ownership costs for Software, including third-party maintenance agreements
for Applications Software, current and future packages, new releases, expanded
license rights, growth and technology refreshment ( Software Capital Costs ) and
(ii) all costs and expenses related to operational support, including
installation, support, software maintenance (other than third-party maintenance
agreements for Applications Software), and achieving Service Levels ( Software
Operational Support Costs ) shall be allocated between the Parties as provided
in the matrix below. CSC shall pay directly, or promptly reimburse D&B if D&B
(or any of its Affiliates) has paid, all such costs that are attributable to
periods from and after the Commencement Date, exclusive of any costs relating to
licenses that were licensed for a term of five (5) years or more.

(a)      Financial Responsibility Matrix for Software.
<TABLE>
<CAPTION>

----------------------------------------------------------------------------- --------------------- ---------------------
<S>                                                                                <C>                  <C>
Category of Software                                                          Software Capital      Software
                                                                              Costs                 Operational Support
                                                                                                    Costs
----------------------------------------------------------------------------- --------------------- ---------------------
-------------------------------------------------------------------------------------------------------------------------
Mainframe Environment
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Systems Software
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   IBM Systems Software for D&B                                               CSC                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   IBM Systems Software for Former Affiliates                                 CSC                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Non-IBM Systems Software for D&B                                           CSC                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Non-IBM Systems Software for Former Affiliates                             D&B                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
-------------------------------------------------------------------------------------------------------------------------
Applications Software
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Applications Software for D&B                                              D&B                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Applications Software for Former Affiliates                                D&B                   D&B
----------------------------------------------------------------------------- --------------------- ---------------------
-------------------------------------------------------------------------------------------------------------------------
Midrange Environment
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Systems Software
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Systems Software for all Servers at D&B Campus Locations (other than       CSC                   CSC
   file and print Servers)
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Systems Software for all Servers at Remote D&B Locations  (other than      D&B                   CSC
   file and print Servers)
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------

----------------------------------------------------------------------------- --------------------- ---------------------
-------------------------------------------------------------------------------------------------------------------------
Applications Software
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Applications Software for all Servers at D&B Campus Locations (other       D&B                   CSC
   than file and print Servers)
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Applications Software for all Servers at Remote D&B Locations (other       D&B                   CSC
   than file and print Servers)
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------

----------------------------------------------------------------------------- --------------------- ---------------------
-------------------------------------------------------------------------------------------------------------------------
Distributed Environment
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Systems Software
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Desktop and laptop computers in the United States                          D&B                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Desktop and laptop computers outside of the United States                  D&B                   D&B
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   File and print Servers at D&B Campus Locations                             D&B                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   File and print Servers at Remote D&B Locations                             D&B                   D&B
----------------------------------------------------------------------------- --------------------- ---------------------
-------------------------------------------------------------------------------------------------------------------------
Applications Software
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Desktop and laptop computers in the United States                          D&B                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Desktop and laptop computers outside of the United States                  D&B                   D&B
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   File and print Servers at D&B Campus Locations                             D&B                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   File and print Servers at Remote D&B Locations                             D&B                   D&B
----------------------------------------------------------------------------- --------------------- ---------------------
-------------------------------------------------------------------------------------------------------------------------
Help Desk Environment
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Systems Software                                                           CSC                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Applications Software                                                      CSC                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
-------------------------------------------------------------------------------------------------------------------------
Network Environment
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Systems Software                                                           CSC                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Applications Software                                                      CSC                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
-------------------------------------------------------------------------------------------------------------------------
Print/Fulfillment Environment
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Systems Software                                                           CSC                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
----------------------------------------------------------------------------- --------------------- ---------------------
   Applications Software                                                      CSC                   CSC
----------------------------------------------------------------------------- --------------------- ---------------------
</TABLE>

(b)      Licenses.

(i) CSC shall obtain all licenses for any new Systems Software acquired during
the Term and for any modifications, upgrades, and enhancements of Existing Third
Party Systems Software, in D&B's name, except for the following Software which
may be licensed in CSC's name: (A) Software used on Equipment owned by CSC where
the third-party licensor requires the owner of the Equipment to be the licensee
for such Software and (B) Software licensed by CSC under a CSC enterprise
agreement.

(ii) Notwithstanding the foregoing requirement that D&B shall be the licensee
for Systems Software, if CSC can demonstrate to D&B's satisfaction an economic
advantage from CSC, a CSC Affiliate, or an Approved Subcontractor being the
licensee of any particular Systems Software, then CSC, such CSC Affiliate, or
such Approved Subcontractor may (after obtaining D&B's approval) be the licensee
if CSC provides D&B and its Affiliates with a perpetual license (with
commercially reasonable maintenance terms) for such Systems Software which shall
become effective upon the expiration or termination of this Agreement (or the
portion of this Agreement to which such Systems Software relates). If CSC is
unable to obtain such perpetual license right but there is still a demonstrable
economic advantage to D&B from CSC (or an CSC Affiliate or Approved
Subcontractor) being the licensee of the Systems Software, CSC shall notify D&B
in writing of its inability to obtain for D&B such a perpetual license and of
any available alternative licensing terms along with a description of other
software which might be used to accomplish the same purpose, which could be
licensed as desired by D&B and the financial/operational impact of choosing such
alternate software; with D&B's prior approval, CSC (or an CSC Affiliate or
Approved Subcontractor) may license such software directly for use in providing
the Services.

(c) Applications Software Out of Scope. Except as set forth in this Section 6.5,
CSC's financial responsibility for Software Capital Costs shall not extend to
Applications Software. Notwithstanding the foregoing, if CSC elects to operate
any Applications Software on a shared platform, and such election results in any
incremental increase in the Software Capital Costs or Software Operational
Support Costs in relation to such Applications Software, CSC shall be
responsible for such incremental costs.

6.6      Third-Party Service Contracts.

         As of the Commencement Date, subject to Section 3.5, CSC and its
Affiliates shall assume financial and administrative responsibility for D&B's
and its Affiliates' Third Party Service Contracts to the same extent as if CSC
were directly obligated under such contracts. CSC and its Affiliates shall
comply with the duties imposed on D&B and its Affiliates by such Third Party
Service Contracts. Except with respect to OEM warranties for Desktop
Workstations and Laptop Workstations (each as defined in Schedule C), CSC or its
Affiliates shall pay directly, or reimburse D&B if a D&B or an Affiliate has
paid, the Charges and other amounts under such contracts that are attributable
to periods from and after the Commencement Date.

6.7      Required Consents.

         CSC and its Affiliates shall be responsible, with D&B's and its
Affiliates' reasonable co-operation and subject to the provisions of 3.5, for
obtaining the Required Consents for Systems Software, Equipment and Third Party
Service Contracts as necessary to perform the Services, and CSC shall be
responsible for those fees (including transfer or upgrade fees, additional
licenses, sublicenses, and maintenance fees) required to obtain such Required
Consents. The Parties shall cooperate with each other so as to minimize such
costs. As and to the extent consent is obtained for CSC and its Affiliates to
manage and utilize the Software or a contract but the relevant license or such
contract remains in D&B's or an Affiliate's name, D&B and its Affiliates shall
exercise termination, extension, and other rights thereunder as CSC, after
consultation with D&B, reasonably directs. If a Required Consent is not
obtained, then, unless and until such Required Consent is obtained, CSC shall
determine and promptly adopt, subject to D&B's prior written approval, such
alternative approaches as are necessary and sufficient to provide the Services
without such Required Consents.

6.8      Straddle Agreements.

         Subject to Section 3.5 if a Straddle Agreement is discovered by the
Parties after the Effective Date, within ninety (90) days of the date of
discovery the Parties shall undertake to establish the following: (i) the most
appropriate, including the most cost effective, method of leveraging such
Straddle Agreement for the benefit of both Parties; (ii) whether the Straddle
Agreement should be assigned to CSC; (iii) whether or to what extent CSC should
assume financial responsibility for the Straddle Agreement; and (iv) adjustments
to make, if any, to CSC's Charges. Such agreements of the Parties shall be
retroactively effective from the Commencement Date. If the Parties do not agree
on the foregoing matters with respect to a particular Straddle Agreement,
subject to Section 3.5, CSC shall remain responsible, without use or benefit of
the Straddle Agreement, for performing the Services.

6.9      Allocation of Balloon, Roll-Over and Similar Payments

         Where any cost has been apportioned between the Parties for contracts
entered into by D&B commencing before the Commencement Date for Equipment,
Software, or Third Party Service Contracts, and such contracts include
obligation to make payment for any roll-over of costs for periods prior to the
Commencement Date, D&B shall be solely responsible for such costs associated
with any remaining obligation for such prior period. Additionally, if lease,
license, maintenance, service charges or other periodic payments increase under
any such contract after the Commencement Date (other than to account for cost of
living or similar increases) including balloon or similar payments, all such
payments shall be recalculated so that, as between the Parties, the entire cost
shall be amortized evenly over the entire Term. CSC shall be responsible only
for those recalculated costs that are attributable to periods after the
Commencement Date and D&B shall be responsible for all other payments. D&B
shall, at CSC's option, either pay directly or reimburse CSC for any roll-over
costs and recalculated costs which relate to periods prior to the Commencement
Date. Provided that D&B has given CSC all necessary information and
documentation, within one hundred twenty (120) days after the Commencement Date
the Parties shall agree on whether there are any contracts that fall within the
provisions of this Section 6.9 and schedule the allocation of any costs.

6.10  Equipment  Purchased or Leased by D&B between the  Effective  Date and the
Commencement Date.

         The following procedures shall govern D&B's disposal of Existing
Equipment, and purchase or lease of new Equipment, during the period between the
Effective Date and the Commencement Date (the Interim Period ):

(a) If D&B desires to purchase or dispose of any Equipment outside of the
ordinary course of its normal business activities during the Interim Period, D&B
shall notify CSC of such desire and the Parties shall agree upon whether a
credit or adjustment to the charges set forth in Schedule C is required to
account for such activity. The acquisition by D&B of any Equipment (whether by
purchase, lease, or otherwise) which is not either an incremental Resource Unit
or which reduces the cost of CSC performing its refresh obligations shall
require CSC approval.

(b) Subject to (a) above, if D&B desires to enter into a new lease for Equipment
between the Effective Date and the Commencement Date, and this Agreement
provides that CSC shall be responsible for Equipment Capital Costs for such
Equipment, then at D&B's request, CSC shall lease such Equipment in its own name
and D&B shall reimburse CSC for any lease payments applicable to D&B's use of
such Equipment for the period prior to the Commencement Date.

7.       Software and PropRietary Rights

         Software made available by D&B to CSC is made available on an AS IS
basis. Notwithstanding the foregoing, D&B affirms that it has the rights to use
such D&B Software as it was being used prior to the Effective Date.

7.1      D&B Software.

(a) D&B retains all right, title and interest in and to D&B Software. D&B grants
to CSC a worldwide, fully paid-up, nonexclusive license during the Term to Use
D&B Software to the extent necessary for performing the Services. D&B also
grants to CSC the right to sublicense such rights to Approved Subcontractors to
perform work as permitted under this Agreement for the benefit of D&B, D&B's
Affiliates, and other Permitted Users. D&B Software shall be made available to
CSC in such form and on such media as exists on the Effective Date or as is
later obtained by D&B, together with available documentation and any other
related materials.

(b) CSC shall not Use D&B Software for the benefit of any entities other than
D&B, D&B's Affiliates, and other Permitted Users, without the prior written
consent of D&B, which may be withheld at D&B's discretion. Except as otherwise
requested or approved by D&B, CSC shall cease all Use of D&B Software upon
expiration or termination of this Agreement.

7.2      CSC Software.

(a) Subject to Section 7.4, CSC retains all right, title and interest in and to
CSC Software. In providing the Services, CSC shall not introduce any CSC
Software (other than CSC Software such as tools, scripts, monitoring and similar
types of software, and software CSC uses for its internal administration)
without D&B's prior written approval, which approval D&B may withhold in its
discretion. CSC shall be responsible for installing, operating and maintaining
CSC Software at its own expense.

(b) As and to the extent necessary for D&B to perform work as permitted under
this Agreement for the benefit of D&B, CSC grants to D&B a non-exclusive license
to Use CSC Software as it exists from time to time during the Term to perform
such work during the Term. CSC also grants to D&B the right to sublicense CSC
Software to a third party for such third party to perform work as permitted
under Section 3.6 of this Agreement for the benefit of D&B.

(c) Upon the expiration or termination of this Agreement, for no additional
consideration, CSC shall grant to D&B for the purpose of providing services
similar to the Services to D&B a perpetual, worldwide, fully paid-up,
nonexclusive license to Use CSC Software (including source code, programmer
interfaces, available documentation, manuals and other materials necessary for
the Use thereof). D&B's confidentiality obligations with respect to such CSC
Software shall survive and continue to apply to this license. D&B shall have the
right to sublicense such CSC Software to a third party to perform services
similar to the Services for the benefit of D&B, and through D&B to D&B's
Affiliates, and other Permitted Users in a manner similar to that permitted
during the Term of this Agreement. This license is an internal use license to
D&B and does not include any other right to license or sublicense. D&B and its
sublicensees shall not have the right to commercialize or otherwise use the CSC
Software for the benefit of a third party except as otherwise permitted in this
Agreement. The Parties shall mutually agree on applicable terms for CSC's
support (including new releases and updates) of such Software after expiration
or termination of this Agreement; provided that in no event shall such terms be
more restrictive or require greater compensation than the terms offered by CSC
to similar entities in similar circumstances. D&B shall not be obligated to
purchase support, and CSC shall not be obligated to provide support, for such
CSC Software if the Parties are unable to agree upon the applicable terms for
such support. CSC's obligations under this Section 7.2(c) also apply to CSC
Software that is distributed (but not owned) by CSC, to the extent CSC has,
without payment of additional consideration to a third-party (unless D&B agrees
to reimburse CSC for such consideration), the applicable rights.

(d) As of the Effective Date, the Parties do not intend for CSC to use any CSC
application software to provide the Services other than for CSC's own internal
or administrative use. If during the Term the Parties agree that the scope of
the Services should be expanded such that CSC should use CSC application
software to provide the Services, they shall enter into a separate written
license agreement governing such use. Absent such separate written license
agreement, D&B shall have no express or implied right to use CSC application
software.

7.3      Third-Party Software.

(a) Grant of Rights. With respect to the Third Party Software licensed by D&B,
subject to the Parties having obtained any Required Consents for such Third
Party Software, D&B grants to CSC to the extent necessary for performing the
Services, the rights of Use of such Software that D&B has as of the Effective
Date or later obtains with respect to such Software. CSC shall comply with the
duties, including Use and non-disclosure restrictions imposed on D&B by the
licenses for such Third Party Software, and CSC shall not seek to modify or
otherwise revoke the terms of such licenses without D&B's prior written consent.
Except as otherwise requested or approved by D&B, or with respect to operating
system Software that (i) is licensed for use on Equipment that D&B does not
elect to purchase the Equipment or assume the lease for the Equipment from CSC
pursuant to Section 21.9 and (ii) may not be transferred to D&B for use on other
Equipment, CSC shall cease all Use of such Software upon expiration or
termination of this Agreement.

(b) Third Party Applications Software. CSC shall not introduce any Third Party
Applications Software in providing the Services (other than Third-Party Software
such as tools, scripts, monitoring and similar types of software, and software
CSC uses for internal administration) without D&B's prior written approval,
which D&B may withhold in its discretion.

(c) Existing Third Party Systems Software. Licenses for Existing Third Party
Systems Software shall remain in the name of D&B, except as the Parties
otherwise agree. CSC shall pay directly (or reimburse D&B in the case of
prepayment of) the charges under such licenses that are attributable to periods
on and after the Commencement Date; provided that (i) as specified in Schedule
C, certain designated license costs shall be treated as Pass-Through Expenses
and (ii) Existing Third Party Systems Software covered by Straddle Agreements
shall be treated in the manner provided in Section 6.8. D&B shall reimburse CSC
for any prepayments of the charges under licenses that remain in the name of
D&B, or that D&B elects to have CSC assign to it, that are attributable to
periods on and after the date of termination or expiration of this Agreement
(other than licenses for Software installed on CSC Equipment that D&B does not
elect to purchase or lease pursuant to Section 21.9).

(d) Third Party Systems Software Acquired During the Term. With respect to any
Third Party Systems Software acquisitions that are made in CSC's name, prior to
the introduction of such Software, CSC shall comply with the following:

(i) CSC shall obtain the right to grant to D&B a perpetual, non-exclusive
license to Use such Software at the expiration or termination of this Agreement
and at no additional charge to D&B; or

(ii) If CSC is unable to obtain such right, CSC shall notify D&B of its
inability to grant D&B such a license and of the cost and viability of any other
software that can perform the requisite functions and with respect to which CSC
has the ability to grant such a license. Such notice shall contain the proposed
third-party vendor's then current terms and conditions, if any, for making the
software available to D&B after expiration or termination of this Agreement.
With D&B's prior approval, CSC may introduce such software in providing the
Services. Moreover, if CSC desires to introduce Software, the rights to which
have been acquired by CSC as part of an enterprise agreement, then CSC shall
notify D&B of the relevant terms of such agreement and shall obtain D&B's
consent prior to using such Software to provide the Services.

(e) Pass-Through Expenses. With respect to certain Third Party Systems Software
that is identified as such in Schedule H to this Agreement, if any, license
costs shall be treated as a Pass-Through Expense, and such Third Party Systems
Software shall be licensed in the name of D&B unless D&B expressly designates
otherwise.

(f) Exercise of Rights. To the extent CSC has financial responsibility for
licenses for Third Party Systems Software, but such licenses remain in D&B's
name, D&B shall exercise termination or extension rights thereunder as CSC,
after consultation with D&B, reasonably directs with respect to such Software;
provided that CSC shall be responsible for the costs, charges, and fees
associated with the exercise of such rights. If D&B exercises termination or
extension rights thereunder that CSC does not direct or approve, D&B shall be
responsible for the costs, charges, and fees associated with the exercise of
such rights.

7.4      Rights in Newly Developed Software and Other Materials.

(a)      Newly Developed Software.

(i) Developed D&B Software shall mean the following Software developed pursuant
to this Agreement by CSC or Approved Subcontractors (alone or jointly with
others): (A) modifications to, or upgrades or enhancements (derivative works)
of, D&B Software; (B) newly developed software that does not modify or enhance
then existing D&B Software that is not software developed by CSC for multiple
customers; and (C) modifications to, or enhancements (derivative works) of,
Third Party Software that is not software developed by CSC for multiple
customers. As between D&B and CSC, D&B shall own all patent, copyright,
trademark, trade secret, transferable moral and other intellectual property
rights (collectively, Intellectual Property Rights ) (limited to the extent
permitted by the terms of any governing Third Party Software licenses with
respect to item (C) above) in and to Developed D&B Software. With respect to
Developed D&B Software, CSC shall have the rights granted in, as applicable,
Sections 7.1 and 7.3.

(ii) Developed CSC Software shall mean modifications to, or upgrades or
enhancements (derivative works) of, CSC Software developed pursuant to this
Agreement by CSC or Approved Subcontractors (alone or jointly with others). As
between CSC and D&B, CSC shall own all Intellectual Property Rights in the
Developed CSC Software, subject to the licenses granted to D&B under this
Agreement. With respect to Developed CSC Software, D&B shall have the rights
granted in, as applicable to D&B, Section 7.2.

(b) Non-Software Materials. Subject to the allocation of rights with respect to
business processes and methodologies set forth below, with respect to
non-Software literary works or other works of authorship created or generated by
CSC pursuant to this Agreement such as manuals, training materials and other
materials containing CSC's technical or operational procedures, including the
Procedures Manual and the change control procedure referenced in this Agreement
( Non-Software Materials ), the Parties' rights, including license rights, shall
be the same as with respect to Software. With respect to business processes and
methodologies generated or created by CSC pursuant to this Agreement, CSC shall
own all Intellectual Property Rights in such business processes and
methodologies. D&B shall have a license to such business processes and
methodologies upon the same terms as the license granted to it for Developed CSC
Software. The Parties may otherwise agree to the allocation of ownership of
business processes and methodologies by a written amendment executed pursuant to
the change order process.

(c) CSC Patents. If CSC or an Affiliate (but not any unaffiliated assignee or
successor in interest to CSC's interest) asserts a written claim against D&B or
an Affiliate of D&B alleging that D&B or such Affiliate is infringing upon a
patent owned by CSC or an Affiliate of CSC, excluding any patent included in the
patent rights allocated between the Parties under Section 7 of this Agreement,
and such claim is not withdrawn within thirty days after D&B provides a notice
requesting a withdrawal of the claim, D&B may terminate this Agreement by (i)
giving CSC at least ninety (90) days prior written notice and designating a date
upon which such termination shall be effective; and (ii) paying to CSC on the
effective date of termination the applicable Termination for Change of Control
Charge specified in Schedule C (such payment not being a condition precedent to
the termination). This subsection (c) shall not apply to patent infringement by
D&B or its Affiliates which is occasioned for the purpose of invoking the rights
granted to D&B under this subsection (c).

(d)      Works Made for Hire.

(i) Developed D&B Software and D&B Non-Software Materials shall be deemed works
made for hire for D&B for purposes of copyright law. If, and to the extent, any
of the Developed D&B Software or D&B Non-Software Materials are not deemed works
made for hire by operation of law, CSC hereby irrevocably assigns, transfers and
conveys to D&B without further consideration all of its right, title and
interest in such Developed D&B Software or D&B Non-Software Materials, including
all Intellectual Property Rights in such materials. D&B and its assigns shall
have the right to obtain and hold in their own name all Intellectual Property
Rights in and to such materials. CSC agrees to (and shall cause its Affiliates
and Subcontractors to) execute any documents or take any other actions as may
reasonably be necessary, or as D&B may reasonably request, to perfect D&B's
ownership of any Intellectual Property Rights in such Developed D&B Software or
D&B Non-Software Materials, without additional consideration and regardless of
whether during or after the Term.

(ii) D&B hereby irrevocably assigns, transfers and conveys to CSC without
further consideration all of its right, title and interest in Developed CSC
Software, CSC Non-Software Materials, and CSC business processes and
methodologies including all Intellectual Property Rights in such materials. CSC
and its assigns shall have the right to obtain and hold in their own name all
Intellectual Property Rights in and to such materials. D&B agrees to (and shall
cause its Affiliates and subcontractors to) execute any documents or take any
other actions as may reasonably be necessary, or as CSC may reasonably request,
to perfect CSC's ownership of any Intellectual Property Rights in such Developed
CSC Software, CSC Non-Software Materials, and CSC business processes and
methodologies without additional consideration and regardless of whether during
or after the Term.

7.5      Residual Knowledge.

         Nothing contained in this Agreement shall restrict a Party from the use
of any general ideas, concepts, know-how, methodologies, processes,
technologies, algorithms or techniques retained in the unaided mental
impressions of such Party's personnel relating to the Services which either
Party, individually or jointly, develops or discloses under this Agreement,
provided that in doing so such Party does not breach its obligations of
confidentiality or infringe the intellectual property rights of the other Party
or third parties who have licensed or provided materials to the other Party.
Except for the license rights contained in this Software and Proprietary Rights
section of the Term Sheet, neither this Agreement nor any disclosure made under
this Agreement grants any license to either Party under any patents or
copyrights of the other Party. This Residual Knowledge provision shall survive
termination/expiration of this Agreement.

7.6      Export.

         The Parties acknowledge that certain Software and technical data to be
provided under this Agreement and certain transactions under this Agreement may
be subject to export controls under the laws and regulations of the United
States and other countries. Neither Party shall export or re-export any such
items or any direct product thereof or undertake any transaction in violation of
any such laws or regulations. To the extent within CSC's control, CSC shall be
responsible for, and shall coordinate and oversee, compliance with such export
laws in respect of such items exported or imported under this Agreement. CSC
shall not be responsible for monitoring and compliance with export/import laws
as they relate to the export or import of data content transmitted
electronically by or on behalf of D&B and its affiliates and users including
through email, telephone, or peer to peer computer operations.

8.       Facilities

8.1      D&B Obligations.

(a) D&B shall provide to CSC the office space identified in Schedule J (the D&B
Facilities ), as the same shall change from time to time. CSC shall be
responsible for providing all other facilities required to perform the Services,
including data center and print and fulfillment facilities.

(b) Subject to CSC's obligations under this Agreement, with respect to the D&B
Facilities, D&B shall manage and maintain at historical levels the building and
property electrical systems, water, sewer, lights, heating, ventilation and air
conditioning (`HVAC') systems, physical security services and general
custodial/landscape services (including monitoring and maintaining the
uninterruptible power supply (`UPS') system, air handlers and water chillers
that are primary support for the raised-floor environment in D&B Facilities. CSC
shall be responsible for providing the other facilities and support it needs to
provide the Services.

(c) D&B shall retain the costs of applicable facilities leases and related
leasehold improvements with respect to the D&B Facilities.

(d) The D&B Facilities shall be made available to CSC on an AS IS basis, with no
warranties whatsoever.

(e) D&B shall inform CSC of any plans or determination to relocate the D&B
Facilities so that CSC shall have a reasonable amount of time to prepare for and
implement such change or relocation as it impacts CSC. If a D&B Facility is
relocated twenty (20) miles or less from the current location, D&B shall
reimburse CSC for CSC's one time Out-of-Pocket Expenses incurred in connection
with such relocation that CSC can demonstrate to D&B's reasonable satisfaction.
If a D&B Facility is relocated more than twenty (20) miles from the current
location, D&B desires to continue to receive Services at the new location, and
CSC can demonstrate to D&B's reasonable satisfaction that such relocation causes
a material change in CSC's ongoing costs, the Parties shall equitably adjust
CSC's Charges.

8.2      CSC Obligations within D&B Facilities.

(a) CSC shall use the D&B Facilities for the sole and exclusive purpose of
providing the Services, unless in its sole discretion D&B approves another use.
Notwithstanding the foregoing, CSC may perform limited back office work at D&B
Facilities that is incidental to the provision of the Services, such as human
resources matters pertaining to in-scope CSC employees. The use of D&B
Facilities by CSC shall not constitute a leasehold, a usufruct, or other
property interest in favor of CSC.

(b) CSC shall use the D&B Facilities in an efficient manner and in a manner that
is coordinated, and does not interfere, with D&B's other business operations.
CSC shall not operate the space in a manner that unnecessarily or unreasonably
increases facility or other costs incurred by D&B.

(c) CSC shall be responsible for any damage to the D&B Facilities resulting from
the abuse, misuse, neglect, or gross negligence of CSC or other failure to
comply with its obligations respecting the D&B Facilities.

(d) CSC shall keep the D&B Facilities in good order, not commit or permit waste
or damage to D&B Facilities or use D&B Facilities for any unlawful purpose or
act, and shall comply with D&B's standard policies and procedures and with
applicable leases as these are made available to CSC regarding access to and use
of the D&B Facilities, including procedures for the physical security of the D&B
Facilities.

(e) Subject to compliance with CSC's reasonable security requirements and
reasonable advance notice (where practical given the nature of access required),
CSC shall permit D&B and its agents and representatives to enter into those
portions of the D&B Facilities occupied by CSC staff at any time to (i) inspect
the premises; (ii) show the premises; and (iii) perform facilities-related
services.

(f) CSC shall not make improvements or changes involving structural, mechanical
or electrical alterations to the D&B Facilities other than as specifically set
forth in the Transition Plan without D&B's prior written approval. At D&B's
option, any improvements to the D&B Facilities shall become the property of D&B.
If D&B does not elect to take title thereto CSC shall remove the same at the end
of the use of the D&B Facility and shall repair any damage caused by such
removal.

(g) When the D&B Facilities are no longer required for performance of the
Services, CSC shall return them to D&B in substantially the same condition as
when CSC began use of them, subject to reasonable wear and tear.

8.3      D&B Use of CSC Facilities.

         CSC shall provide D&B's retained IT staff and account management group
(not to exceed twenty (20) individuals and, without CSC's consent, none shall be
Former Affiliate employees) with adequate office space within the Berkeley
Heights Property and D&B's retained IT staff and account management group shall
have the same privileges regarding use thereof (such as parking, use of
cafeteria, etc.) as do CSC's employees. The use of CSC Facilities by D&B shall
not constitute a leasehold, a usufruct, or other property interest in favor of
D&B.

9.       Performance Standards/Service Levels

9.1      General.

         CSC shall perform the Services at least at the same level and with at
least the same degree of accuracy, quality, completeness, timeliness,
responsiveness and efficiency as was provided prior to the Effective Date by or
for D&B, and in accordance with the quantitative Performance Standards for
certain of the Services set forth in Schedule B ( Service Levels ).

9.2      Failure to Perform.

         If CSC fails to meet a Performance Standard, CSC shall promptly (taking
into consideration the severity of the failure): (a) investigate, assemble and
preserve pertinent information with respect to, and report on the causes of, the
problem causing the Performance Standard failure, including performing a root
cause analysis of the problem; (b) advise D&B, as and to the extent requested by
D&B, of the status of remedial efforts being undertaken with respect to such
problem; (c) minimize the impact of and correct such problem and begin meeting
the Performance Standard; and (d) take appropriate preventive measures so that
such problem does not recur. If after CSC performs its analysis the Parties
agree that a problem is caused by D&B, D&B shall take reasonable and appropriate
measures designed to prevent the reoccurrence of such problem.

9.3      Critical Service Levels and Service Level Credits.

         If CSC fails to meet those Service Levels identified in Schedule B as
critical Service Levels ( Critical Service Levels ) for reasons other than the
wrongful actions of D&B or circumstances that constitute a Force Majeure Event
under this Agreement, then in addition to any non-monetary remedies available to
D&B under this Agreement, at law or in equity, D&B may elect, in lieu of
pursuing other monetary remedies, to recover as its sole and exclusive monetary
remedy for the failure to meet Critical Service Levels service level credits as
liquidated damages ( Service Level Credits ). The methodology for calculating
such Service Level Credits is set forth in Schedule B. This Section shall not
limit D&B's rights with respect to the events upon which D&B may rely as a basis
for D&B's termination of this Agreement for cause, which are in addition to, and
not a substitution for, such provisions.

9.4      Priority of Recovery Following Interruption of Services.

         CSC shall give the recovery of its capabilities to perform the Services
and the resumption of its actual performance of the Services the same or greater
priority it gives to recovering its capabilities to perform services and
resuming its performance of those services for any other customer of CSC (and
CSC's own operations).

9.5      User Satisfaction.

         CSC and D&B shall conduct a survey at agreed-to intervals (not less
than annually) of an agreed upon percentage of the D&B user community. The
surveys shall be designed to determine the level of user satisfaction and areas
where user satisfaction can be improved. Such surveys shall include
representative samples of each major category of user within D&B and an agreed
upon number of in-depth face-to-face or telephone interviews. CSC and D&B shall
mutually agree on the form and content of the surveys, which shall be no less
thorough than CSC's customary user satisfaction program. The Parties shall
jointly review the results of the surveys, and CSC shall develop and implement a
plan to improve user satisfaction in areas where user satisfaction is low. D&B's
satisfaction shall be an element of CSC employees' personal measurements and a
key factor in determining business unit success. Such factors shall comprise a
significant percentage of the variable incentive compensation pay of each
individual holding a Key CSC Position.

9.6      Periodic Reviews.

         As more fully described in Schedule B, within twelve (12) months after
the Commencement Date and at least annually thereafter, D&B and CSC shall review
the Service Levels and shall make adjustments to them as appropriate to reflect
improved performance capabilities associated with advances in technology,
processes and methods. The Parties expect and understand that the Service Levels
shall be improved over time. As new technologies and processes are introduced,
the Parties shall establish additional Service Levels reflecting industry best
practices for those technologies and processes.

9.7      Measurement and Reporting.

         CSC shall utilize the necessary measurement and monitoring tools and
procedures required to measure and report CSC's performance of the Services
against the applicable Service Levels. Such measurement and monitoring shall
permit reporting at a level of detail sufficient to verify compliance with the
Service Levels, and shall be subject to audit by D&B. CSC shall provide D&B with
information and access to such tools and procedures upon request, for purposes
of verification, project and contract management

10.      Project and Contract Management

10.1     Steering Committee.

         The Parties shall form a steering committee to facilitate
communications between them (the Steering Committee ). The Steering Committee
shall be initially composed of the CSC Project Executive, President of CSC's
Financial Services Group, and President of CSC Global Infrastructure Services,
and the D&B Contract Executive, D&B's Chief Information Officer, and D&B's
Leader of U.S. Sales. D&B has the right to change the composition of D&B's
portion of the Steering Committee upon providing notice to CSC.

10.2     Reports.

(a) Within ninety (90) days after the Commencement Date, the Parties shall
determine an appropriate set of periodic reports to be issued by CSC to D&B.
Such reports shall (i) be no less comprehensive than the internal reporting of
D&B prior to the Effective Date; and (ii) be issued at the frequency reasonably
requested by D&B.

(b) CSC's reports shall include (x) daily and real-time reports consistent with
D&B's practice prior to the Commencement Date; and (y) a monthly performance
report, which shall be delivered to D&B within fifteen (15) days after the end
of each month, describing CSC's performance of the Services in such month (the
Monthly Performance Report ). Each Monthly Performance Report shall:

(i) separately address CSC's performance in each area of the Services, including
data center, telecommunications, distributed systems management, and
Applications development and maintenance;

(ii) for each area of the Services, assess the degree to which CSC has attained
or failed to attain the pertinent objectives in that area, including with
respect to the Service Levels;

(iii) explain adverse  deviations  from the Performance  Standards and include a
plan for corrective action where appropriate;

(iv)  describe  the  status of problem  resolution  efforts,  ongoing  projects,
including Applications development projects and other initiatives;

(v) set forth a record of the material Equipment, Software and personnel changes
that pertain to the Services and describe planned changes during the upcoming
month that may affect the Services;

(vi) set  forth  the  utilization  of  resources  for the  month  and  report on
utilization trends and statistics; and

(vii) include such documentation and other information as D&B may reasonably
request to verify compliance with, and meeting the objectives of, this
Agreement.

(c) To the extent such functionality exists as of the Commencement Date, CSC
shall enable D&B to (i) access reports (both management and operational reports)
online; (ii) access supporting information for reports; and (iii) manipulate
such reports and supporting information and generate new reports.

10.3     Meetings.

(a) Within thirty (30) days after the Commencement Date, the Parties shall
determine an appropriate set of meetings to be held between representatives of
D&B and CSC. CSC shall prepare and circulate an agenda sufficiently in advance
of each such meeting to give participants an opportunity to prepare for the
meeting. CSC shall incorporate into such agenda items that D&B desires to
discuss. At D&B's request, CSC shall prepare and circulate minutes promptly
after a meeting, although D&B shall not be bound thereto and shall be under no
obligation to correct or object to any errors therein.

(b)      Initially such meetings shall include the following:

(i) a weekly meeting of the D&B Contract Executive and the CSC Project Executive
to discuss day-to-day operations and such other matters as appropriate;

(ii) a monthly meeting among operational personnel representing D&B and CSC to
discuss the Monthly Performance Report, daily performance, planned or
anticipated activities and changes that might adversely affect performance, and
otherwise to address, review and discuss matters specific to D&B;

(iii) a quarterly management meeting of the Steering Committee to review the
reports for the quarter, review CSC's overall performance under this Agreement,
review progress on the resolution of issues, provide a strategic outlook for
D&B's IT requirements, and discuss such other matters as appropriate;

(iv) an annual  senior  management  meeting by the  Parties  to review  relevant
contract and performance issues; and

(v) such other meetings between D&B representatives and CSC Personnel reasonably
requested by either Party as necessary to address performance of the Services.

10.4     Procedures Manual.

(a) The Procedures Manual shall describe the method that CSC shall use to
perform and deliver the Services under this Agreement, the Equipment and
Software being used, and the documentation (e.g., operations manuals, user
guides, specifications) which provide further details of such activities. The
Procedures Manual shall describe the activities CSC proposes to undertake in
order to provide the Services, including those direction, supervision,
monitoring, staffing, reporting, planning and oversight activities normally
undertaken to provide services of the type CSC is to provide under this
Agreement. The Procedures Manual also shall include descriptions of the
acceptance testing and quality assurance procedures approved by D&B, CSC's
problem management and escalation procedures, and the other standards and
procedures of CSC pertinent to D&B's interaction with CSC in obtaining the
Services. The Procedures Manual shall be suitable for use by D&B to understand
the Services.

(b) Within sixty (60) days after the Commencement Date, CSC shall deliver a
draft Procedures Manual to D&B, for D&B's comments and review. CSC shall
incorporate reasonable comments or suggestions of D&B and shall finalize the
Procedures Manual thirty (30) days after receiving D&B's comments. The final
Procedures Manual shall be subject to the approval of D&B. CSC shall
periodically update the Procedures Manual to reflect changes in the operations
or procedures described therein. Updates of the Procedures Manual shall be
provided to D&B for review, comment and approval. CSC shall perform the Services
in accordance with the Procedures Manual. The Procedures Manual shall not be
used to amend this Agreement. In the event of a conflict between the provisions
of this Agreement and the Procedures Manual, the provisions of this Agreement
shall control.

10.5     Change Control.

(a) At all times D&B shall be responsible for establishing D&B's IT
architecture, standards and strategic direction. In performing the Services, CSC
shall conform with and shall support such architecture, standards and strategic
direction in accordance with the change control procedures set forth in this
Section 10.5.

(b) CSC shall be responsible for all changes to D&B's IT environment pertaining
to the Services, including changes to programs, manual procedures, job control
language statements, distribution parameters and schedules. CSC shall comply
with the following change control requirements:

(i) prior to using any new Systems Software or new Equipment to provide the
Services, CSC shall have verified that the item is consistent with the IT
architecture, standards and strategic direction specified by D&B, has been
properly installed, is operating in accordance with its specifications and is
performing its intended functions in a reliable manner.

(ii) CSC may make temporary changes required by an emergency if it has been
unable to contact an appropriate D&B manager to obtain such approval after
making reasonable efforts. CSC shall document and promptly report such emergency
changes to D&B, which changes shall then be subject to D&B's approval.

(iii) CSC shall not make the following changes, including implementing a change
in technology, without first obtaining D&B's approval, which such approval D&B
may withhold in its discretion:

(A) a change  adversely  affecting the function or performance of, or decreasing
to any significant degree the resource efficiency of, the Services;

(B) a change  increasing  D&B's Charges  under this  Agreement or other costs or
fees of D&B;

(C) a change  inconsistent  with the IT  architecture,  standards  or  strategic
direction specified by D&B; or

(D) a change impacting the way in which D&B conducts its business or operations
which impact D&B considers to be adverse.

(iv) CSC shall move programs from development and test environments to
production environments in a controlled and documented manner, so that no
changes are introduced into the programs during such activity, and with the full
capability of restoring to the prior state until the programs have been
established as fully operational.

(c) Beginning on the Commencement Date, the Parties shall use the Change Control
Procedure attached as Exhibit A-2. Within sixty (60) days after the Commencement
Date, CSC shall propose a more detailed Change Control Procedure detailing how
CSC will comply with the requirements set forth in this Section 10.5 and
otherwise control changes to D&B's IT environment pertaining to the Services
throughout the Term. CSC shall incorporate reasonable comments or suggestions of
D&B and shall finalize the Change Control Procedure thirty (30) days after
receiving D&B's comments. Once approved by D&B, the final Change Control
Procedure shall replace the initial Change Control Procedure attached as Exhibit
A-2. The Change Control Procedure shall not be used to amend this Agreement;
however, it may be used to identify the need for the Parties to amend this
Agreement. In the event of a conflict between the provisions of this Agreement
and the Change Control Procedure, the provisions of this Agreement shall
control.

(d) D&B shall have the right to approve in advance any action or decision of CSC
affecting the provision of Services, including Equipment, Software, and systems
configuration, that may have an adverse effect on D&B's use of the Services.
Adverse effect on D&B's cost or Service Levels is acknowledged to be a
reasonable basis for disapproval. D&B shall have the right to set priorities in
scheduling work. If, in accordance with the Procedures Manual, D&B requests a
change in priorities, CSC shall use Commercially Reasonable Efforts to
accommodate the change without negatively impacting the Service Levels; if the
Service Levels shall be impacted, CSC shall notify of the anticipated impact and
the Parties shall agree on the approach to be taken.

10.6     Subcontracting.

(a) Subject to Section 10.6(b), except as and to the extent D&B may agree
otherwise in writing, CSC may subcontract its obligations under this Agreement
only in accordance with the following:

(i) CSC may not delegate or subcontract any of its responsibilities under this
Agreement (including to Affiliates) without prior written approval of D&B, which
D&B shall not unreasonably withhold except with respect to D&B Competitors with
respect to whom D&B may withhold its consent in its sole discretion. Prior to
entering into a subcontract with a third party, CSC shall give D&B reasonable
prior written notice specifying the components of the Services affected, the
scope of the proposed subcontract, and the identity and qualifications of the
proposed subcontractor. At D&B's request, CSC shall forward to D&B a description
of the material terms (other than financial) of the subcontract or proposed
subcontract.

(ii) D&B shall have the right to revoke its prior approval of a subcontractor
and direct CSC to replace such subcontractor if the subcontractor's performance
is materially deficient, good faith doubts exist concerning the subcontractor's
ability to render future performance because of changes in the subcontractor's
ownership, management, financial condition, or otherwise, or there have been
material misrepresentations by or concerning the subcontractor, or a
subcontractor which at the time approved is a majority owned Affiliate of CSC
ceases to be such an Affiliate.

(b) CSC may, in the ordinary course of business, subcontract (i) for third party
services or products that are not exclusively dedicated to D&B, are not material
to a particular function constituting a part of the Services, and do not involve
performance at D&B's Facilities or (ii) with temporary personnel (who are not
D&B Competitors) for the provision of temporary contract labor (collectively,
Shared Subcontractors ); provided that such Shared Subcontractors possess the
training and experience, competence and skill to perform the work in a skilled
and professional manner and such subcontracts do not adversely affect D&B,
whether in performance of or Charges for the Services or otherwise. D&B shall
have no approval right with respect to such Shared Subcontractors.

(c) CSC shall remain responsible for obligations, services and functions
performed by subcontractors to the same extent as if such obligations, services,
and functions were performed by CSC employees and for purposes of this Agreement
such work shall be deemed work performed by CSC. CSC shall be D&B's sole point
of contact regarding the Services, including with respect to payment.

(d) CSC shall not disclose D&B Confidential Information to a subcontractor
unless and until such subcontractor has agreed in writing to protect the
confidentiality of such Confidential Information in a manner substantially
equivalent to that required of CSC under this Agreement, and then only on a
need-to-know basis.

(e) To the extent subcontractors, agents, representatives, and other entities
perform, or otherwise provide support to CSC related to the Services, CSC shall
cause such entities to comply with the obligations and restrictions associated
with the services, functions, and responsibilities performed by such
subcontractors, agents, representatives, and other entities that are applicable
to CSC under this Agreement (except in the case of a subcontract assigned to CSC
by D&B to the extent CSC's ability to do so is limited by the terms of the
applicable subcontract).

10.7     Technology Planning and Budgeting.

         CSC shall prepare an annual technology plan in accordance with the
provisions of this Section and subject to Section 10.5(a) (the Technology Plan
). Each Technology Plan after the first shall review and assess the immediately
preceding Technology Plan. The Technology Plan shall consist of a three-year
plan and an annual implementation plan as described below.

(a) Three-Year Plan. The Technology Plan shall include a comprehensive
assessment and strategic analysis of D&B's then-current IT systems and services
for the next three (3) years, including an assessment of the appropriate
direction for such systems and services in light of D&B's business priorities
and strategies and competitive market forces (to the extent such business
information is provided by D&B to CSC). The Technology Plan shall include a
specific identification of proposed software and hardware strategies and
direction, a cost projection, a cost/benefit analysis of any proposed changes, a
description of the types of personnel skills and abilities needed to respond to
any recommended changes or upgrades in technology, a general plan and a
projected time schedule for developing and achieving the recommended elements,
and references to appropriate information services operations platforms that
support service level requirements, exploit industry trends in production
capabilities and provide potential price performance improvement opportunities.

(b) Annual Implementation Plan. As necessary to support the overall objectives
and directions of the three-year plan, the annual implementation plan shall
provide specific guidance as to the information services requirements, projects
and plans for the upcoming year, including details on operations, maintenance
backlog and development activities. The annual implementation plan shall include
a summary review of CSC's performance of the Services in the year then
concluding, and shall provide updates and revisions of the long-term plan as
appropriate. An annual implementation plan shall be prepared for each year of
the Agreement. As part of the process for preparing the annual implementation
plan, the Parties shall review the overall operation of the Agreement to ensure
that the Services continue to meet D&B's strategic IT requirements.

(c) Drafting Responsibility. CSC shall submit to D&B a draft of the Technology
Plan for D&B's review and approval, which draft shall have been developed with
input from key business users of D&B. CSC shall submit the final Technology Plan
to D&B within fifteen (15) days of receiving D&B's comments. The draft of the
Technology Plan for the first year shall be provided within three (3) months of
the Commencement Date.

10.8     Technology Plan Timing and Update.

         The schedule for developing and delivering each Technology Plan shall
be coordinated to support D&B's annual business planning cycle and the annual
senior management meeting described in Section 10.3(b)(iv). The Technology Plan
shall be updated during the year as necessary to reflect changes in the business
of D&B that materially impact the validity of the then-existing Technology Plan.
CSC shall recommend modifications to the Technology Plan as it deems
appropriate, and shall revise the Technology Plan as requested or approved by
D&B.

10.9     Quality Assurance and Improvement Programs.

         As part of its total quality management process, CSC shall provide
continuous quality assurance and quality improvement through: (i) the
identification and application of proven techniques and tools from other
installations within its operations (i.e., Best Practices ) to the extent such
Best Practices are appropriate to the Services, technical architecture, and
unique elements of D&B's environment; and (ii) the implementation of concrete
programs, practices and measures designed to improve Performance Standards. Such
procedures shall include checkpoint reviews, testing, acceptance, and other
procedures for D&B to confirm the quality of CSC's performance, and shall be
included in the Procedures Manual. CSC shall utilize project management tools,
including productivity aids and project management systems, as appropriate in
performing the Services.

10.10    Coordination of Additional Marketing to D&B.

         CSC shall coordinate all marketing efforts for expansion of the
Services and for New Services to D&B and its Affiliates with, and comply with
the rules of engagement provided from time to time by, the D&B Contract
Executive.

10.11    Local Enabling Agreements.

(a) It is the intention of the Parties that this Agreement shall provide for
provision of the Services at the geographic locations provided herein, including
those which may be located outside of the United States. With respect to
Services to be provided to D&B Affiliates outside of the United States D&B's
intention is that it shall purchase such Services from CSC and resell them to
its Affiliates.

(b) If D&B elects to have CSC (or CSC's local Affiliate) sell such Services
directly to D&B's local Affiliate, D&B shall notify CSC and CSC (or, at CSC's
election, CSC's local Affiliate) shall enter into an enabling agreement (a Local
Enabling Agreement ). Such Local Enabling Agreements may supplement Schedules
and Exhibits to this Agreement as appropriate (e.g., by updating the list of
Systems Software to include any additional Systems Software used at the newly
included site or by the newly included Affiliate). In the event of any conflict
between this Agreement and any Local Enabling Agreement, this Agreement shall
govern. This Agreement may only be amended pursuant to the procedure set forth
in Section 23.17 and any provision in any Local Enabling Agreement which
purports to amend this Agreement shall be void and of no effect.

(c) Without CSC's consent no Local Enabling Agreement shall alter the net
amounts to be received by CSC, expand the geographic scope, or otherwise alter
the Parties' respective rights and obligations under this Agreement. Unless the
Parties specify otherwise in the Local Enabling Agreement, there shall be no
termination charge for termination of a Local Enabling Agreement, and D&B shall
have the right to terminate any Local Enabling Agreement at any time. No Local
Enabling Agreement shall be effective unless it is approved by the D&B Contract
Executive and the CSC Project Executive. Each Party shall have joint and several
liability for the respective obligations of its local Affiliates under such
agreement.

10.12    Releases Void.

         If D&B's personnel are required to execute any releases, waivers,
confidentiality agreements, or similar forms to obtain access to CSC's or its
subcontractors premises they shall be void and shall not be pleaded or
introduced in any action. This Section shall not apply to confidentiality and
industrial security forms required to access any CSC premises that are used by
CSC to provide services to governmental entities. Notwithstanding the foregoing,
each Party shall be responsible for complying with the confidentiality
obligations provided in this Agreement.

11.      Audits, Record Retention

11.1     Audit Rights.

(a) CSC shall maintain a complete audit trail of all financial transactions and
customary records of non-financial transactions resulting from this Agreement.
CSC shall provide to D&B's Affiliates and Former Affiliates, and its and their
auditors (including internal audit staff and external auditors), inspectors,
regulators and other representatives as D&B may from time to time designate in
writing, access at all reasonable times (and in the case of regulators at any
time required by such regulators) to any facility or part of a facility at which
either CSC or any of its subcontractors is providing the Services, to CSC
Personnel, and to data and records relating to the Services (excluding: (x)
attorney-client privileged information; (y) internal audits (provided that CSC
shall provide summaries of such audits that are prepared by the person that
produced the original audit report); and (z) cost data (other than where cost is
the basis for determining D&B's charges)) for the purpose of performing audits
and inspections of either CSC or any of its subcontractors during the Term and
for the period CSC is required to maintain records hereunder to:

(i) verify the  accuracy  of Charges  and  invoices,  and the  inventory  of D&B
supplies and other D&B assets, if any;

(ii) verify the  integrity  of D&B data and examine  the systems  that  process,
store, support and transmit that data; and

(iii) examine CSC's performance of the Services and conformance to the terms of
this Agreement including, to the extent applicable to the Services and to the
Charges therefore, performing audits:

(A)      of practices and procedures;

(B)      of systems, Equipment and Software;

(C)  of  supporting  information  and  calculations  regarding  compliance  with
Performance Standards;

(D)      of general controls and security practices and procedures;

(E)      of disaster recovery and back-up procedures;

(F) of the  efficiency of CSC in performing the Services (but only to the extent
affecting Charges for, or timing of, Services); and

(G) as necessary to enable D&B to meet, or to confirm that CSC is meeting,
applicable regulatory and other legal requirements.

(b) CSC shall use Commercially Reasonable Efforts to include the provisions of
this Section 11.1 in its agreements with its subcontractors. If CSC is unable to
include such provisions in a subcontract, CSC shall disclose such inability in
connection with obtaining D&B's consent to use such subcontractor. D&B may in
its sole discretion approve or reject such subcontractor. Without limiting the
generality of the foregoing, the audit rights with respect to subcontracts
assigned by D&B to CSC shall be as set forth in such subcontracts.

(c) CSC shall provide to D&B's auditors, inspectors, regulators, and
representatives the assistance they require, including installing and operating
audit software. CSC shall notify D&B if the installation of any audit software
would adversely affect CSC's ability to meet the Performance Standards. After
receiving such notice, D&B shall either alter its request or temporarily waive
the Performance Standards that would be adversely affected. CSC shall cooperate
fully with D&B and its designees in connection with audit functions and with
regard to examinations by regulatory authorities. D&B's auditors and other
representatives shall comply with CSC's reasonable security requirements.

(d) If a pre-existing or new agreement between D&B and any of its customers
provides such customers the right to audit D&B's operations the audit rights
hereunder shall be extended to such customer to the extent relevant to such
customer's agreement with D&B; provided that D&B shall at all times be
responsible for such auditors as if they were D&B personnel and for coordinating
any such audits.

(e) With respect to any change management or benchmarking adjustment proposed by
CSC, or any proposed adjustment offered by CSC in connection with an
Extraordinary Event, New Service or D&B's withdrawal of Services under Section
3.6(b) (each, an Adjustment ), if D&B disputes such Adjustment, in addition to
any other rights that D&B has under this Agreement, D&B may retain an
independent third party (which may include D&B's auditors or Deloitte & Touche,
notwithstanding their other relationships with D&B) to audit CSC's or any of its
subcontractor's costs (to the extent cost is the basis for determining D&B's
Charges) associated with such Adjustment; provided (i) such independent third
party shall execute a nondisclosure agreement with both Parties containing
confidentiality and nondisclosure terms substantially similar to those set forth
in this Agreement, and (ii) such independent third party may not disclose CSC's
or any of its subcontractor's cost data associated with such Adjustment to D&B,
but may provide sufficient information to D&B to enable D&B to assess the
validity of such Adjustment. CSC shall maintain, and shall cause its
subcontractors to maintain, sufficient records to permit such independent third
party to conduct such audits, and shall provide such independent third party
with reasonable access to its and each of its subcontractor's records for the
purpose of performing such audits. CSC shall provide its full cooperation and
assistance as is reasonably requested by such independent third party.

11.2     CSC Audits.

         CSC shall conduct audits of or pertaining to the Services in such
manner and at such times as is consistent with the audit practices of well
managed operations performing services similar to the Services. CSC shall
perform a security audit at least annually. CSC will provide D&B with SAS 70
reports for facilities used to provide Services to D&B if required by D&B's
independent auditors. CSC shall provide D&B with the results of all audits
relating to the Services.

11.3     Audit Follow-up.

(a) Following an audit or examination, D&B may conduct (in the case of an
internal audit), or request its external auditors or examiners to conduct, an
exit conference with CSC to obtain factual concurrence with issues identified in
the review.

(b) CSC shall make available promptly to D&B the results of any review or audit
conducted by CSC or CSC's Affiliates, or their contractors, agents or
representatives (including internal and external auditors), relating to CSC's
operating practices and procedures to the extent that the review, audit or
subsequent results are relevant to the Services or D&B. Such audits shall
include SAS 70 reports.

(c) CSC and D&B shall meet to review each audit report promptly after its
issuance and to agree mutually upon the appropriate manner, if any, in which to
respond to the changes suggested by the audit report. D&B and CSC agree to
develop operating procedures for the sharing of audit and regulatory findings
and of reports related to CSC's operating practices and procedures produced by
auditors or regulators of either Party.

11.4     Records Retention.

         Until the latest of (a) three (3) years after creation of the record;
(b) all pending matters relating to this Agreement are closed; or (c) the
information is no longer required to meet D&B's records retention policy as
disclosed by D&B to CSC and as such policy may be adjusted from time to time,
CSC shall maintain and provide access upon request to the records, documents,
and other information required to meet D&B's audit rights under this Agreement.
Before destroying or otherwise disposing of such information, CSC shall provide
D&B with sixty (60) days prior notice and offer D&B the opportunity to recover
such information or to request CSC to deliver such information to D&B, with D&B
paying CSC's Out-of-Pocket Expenses.

11.5     Discovery of Overcharge of D&B.

         If an audit shows that CSC has overcharged D&B, at D&B's option CSC
shall credit to D&B's account an amount equal to the amount of the overcharge
plus interest at the Default Rate calculated from the date the overcharge was
paid by D&B to CSC, or to pay the amount to D&B directly. If an audit shows that
CSC overcharged D&B, net of any undercharges identified in the audit, then CSC
shall also pay D&B an amount equal to the cost of the audit (but not more than
the net amount of the overcharges). Notwithstanding the foregoing, if CSC
disputes the results of any audit it shall not be required to pay D&B any
amounts payable under this Section 11.5 until it has been determined that there
is an amount owing pursuant to Article 20.

12.      D&B Responsibilities

12.1     Responsibilities.

         D&B shall have no other responsibilities than those expressly set forth
in this Agreement. Those responsibilities include the following:

(a) D&B shall designate one (1) individual to whom CSC may address operational
communications concerning this Agreement (the D&B Contract Executive ).

(b) D&B shall cooperate with CSC, including by making available management
decisions, information, approvals and acceptances, as reasonably requested by
CSC so that CSC may accomplish its obligations and responsibilities under this
Agreement. The D&B Contract Executive or such person's designee shall be the
principal point of contact for obtaining such decisions, information, approvals
and acceptances. Only personnel as expressly so designated by the D&B Contract
Executive shall be authorized to make commitments on the part of D&B that amend
this Agreement or commit resources that are subject to a Resource Baseline. To
the extent CSC relies on the apparent authority of other personnel, it does so
at its own risk and without obligation on D&B's part.

12.2     Savings Clause.

         Due to the impact any termination of this Agreement would have on D&B's
business, D&B's failure to perform its responsibilities set forth in this
Agreement (other than D&B's failure to pay undisputed amounts) shall not be
grounds for termination by CSC. CSC acknowledges that D&B would not be willing
to enter into this Agreement without assurance that it may not be terminated by
CSC and that CSC may not suspend performance except, and only to the extent,
provided under this Agreement. CSC's nonperformance of its obligations under
this Agreement shall be excused if and to the extent (a) such CSC nonperformance
results from D&B's failure to perform its responsibilities; and (b) CSC provides
D&B with reasonable notice of such nonperformance and (if requested by D&B) uses
Commercially Reasonable Efforts to perform notwithstanding D&B's failure to
perform with D&B being responsible to reimburse CSC for its additional
chargeable resource units, or, if no resource unit applies, its Out-of-Pocket
Expenses for such efforts.

13.      Charges

13.1     General.

         The charges for the Services ( Charges ) are set forth in this
Agreement. D&B shall not be required to pay CSC any amounts for the Services in
addition to those set forth in this Agreement. Except as otherwise set forth in
this Agreement, in no event will information or changes in circumstances
discovered after the Effective Date regarding D&B operations of any kind serve
as the basis for CSC to adjust the pricing or terms of this Agreement or any of
the Schedules.

13.2     Pass-Through Expenses.

(a) Pass-Through Expenses shall mean third-party charges that are to be both (i)
paid directly by D&B, and (ii) administered by CSC. All Pass-Through Expenses
shall be listed in Exhibit C-7 of Schedule C.

(b) CSC shall arrange for delivery by third parties to CSC of invoices for
Pass-Through Expenses. CSC shall promptly review such invoices upon receipt and
provide D&B with the original invoice together with a statement identifying
which Charges are proper and valid and should be paid by D&B.

(c) CSC shall use Commercially Reasonable Efforts to minimize the amount of
Pass-Through Expenses. With respect to services or materials paid for on a
Pass-Through Expenses basis, D&B reserves the right to:

(i) obtain such services or materials directly from one or more third parties;

(ii) designate the third-party source for such services or materials;

(iii) designate the particular services or materials (e.g., equipment make and
model) CSC shall obtain (although if CSC demonstrates to D&B that such
designation shall have an adverse impact on CSC's ability to meet the Service
Levels, such designation shall be subject to CSC's approval);

(iv)  designate  the terms for  obtaining  such  services  or  materials  (e.g.,
purchase or lease and lump sum payment or payment over time);

(v) require CSC to identify and consider multiple sources for such services or
materials or to conduct a competitive procurement, provided that D&B shall
reimburse CSC for any material incremental expense incurred by CSC in conducting
such a competitive procurement; and

(vi) review and approve the applicable Pass-Through Expenses before entering
into a contract for particular services or materials.

13.3     Incidental Expenses.

         Except as may be otherwise provided in this Agreement, expenses that
CSC expects to incur in performing the Services (including travel and lodging,
document reproduction and shipping, and long-distance telephone) are included in
CSC's Charges and rates set forth in this Agreement. Accordingly, such CSC
expenses are not separately reimbursable by D&B unless, on a case-by-case basis
for unusual expenses, D&B has agreed in advance and in writing to reimburse CSC
for the expense.

13.4     Taxes.

(a) Each Party shall be responsible for any personal property taxes on property
it owns or leases, for franchise and privilege taxes on its business, and for
taxes based on its net income or gross receipts.

(b) CSC shall be responsible for any sales, use, excise, value-added, services,
consumption or other taxes and duties payable by CSC on the goods or services
used or consumed by CSC in providing the Services where the tax is imposed on
CSC's acquisition or use of such goods or services and the amount of tax is
measured by CSC's costs in acquiring such goods or services.

(c) D&B shall be responsible for any and all sales, use, excise, value-added,
services, consumption, and other taxes assessed on the provision of the Services
as a whole, or on any particular Service, that are effective on or before the
Effective Date.

(d) The Parties shall share equally the responsibility for any increases in the
rates of such taxes as well as any newly imposed taxes assessed on the provision
of the Services as a whole, or on any particular Service, that become effective
after the Effective Date; except that (i) D&B shall be responsible for any such
new taxes applicable to Services that D&B requests that CSC provide from or to a
new geographic location; and (ii) CSC shall be responsible for any such new
taxes applicable to Services CSC elects to provide from a new geographic
location for reasons other than to satisfy a D&B request.

(e) If, or any sales, use, excise, value added, services, consumption or other
tax is assessed on the provision of any of the Services, the Parties shall work
together to segregate the payments under this Agreement into three (3) payment
streams:

(i)      those for taxable Services;

(ii) those for which CSC functions merely as a payment agent for D&B in
receiving goods, supplies, or services (including leasing and licensing
arrangements); and

(iii)    those for other nontaxable Services.

(f) The Parties agree to cooperate with each other to enable each to more
accurately determine its own tax liability and to minimize such liability to the
maximum extent legally permissible. Unless D&B has provided CSC with
tax-exemption, direct pay, or resale certificates, CSC's invoices shall
separately state the amounts of any taxes CSC is collecting from D&B, and CSC
shall remit such taxes to the appropriate authorities.

(g) Each Party shall provide and make available to the other any direct pay or
resale certificates, information regarding out-of-state or out-of-country sales
or use of equipment, materials or services, and other exemption certificates or
information reasonably requested by the other Party.

(h) Each Party shall promptly notify the other Party of, and coordinate with
such other Party the response to and settlement of, any claim for taxes asserted
by applicable taxing authorities for which it is responsible hereunder, it being
understood that with respect to any claim arising out of a form or return signed
by a Party to this Agreement, such Party shall have the right to elect to
control the response to and settlement of the claim, but the other Party shall
have all rights to participate in the responses and settlements that are
appropriate to its potential responsibilities or liabilities.

(i) If D&B requests CSC to challenge the imposition of any tax, CSC shall do so
in a timely manner and D&B shall reimburse CSC for the reasonable legal fees and
expenses it incurs.

(j) Each Party shall be entitled to any tax refunds or rebates granted to the
extent such refunds or rebates are of taxes that were paid by such Party.

13.5     Extraordinary Events.

(a) An Extraordinary Event shall mean with respect to a resource subject to a
baseline, a circumstance in which D&B's actual usage of such resource varies or
is expected to vary from the applicable baseline for the foreseeable future or
at least three (3) consecutive months by more than plus or minus twenty percent
(20%) other than as a result of D&B's use of another outsourcer or performing
the affected portion of the Services itself.

(b) If D&B notifies CSC of the occurrence of an Extraordinary Event, CSC's
Charges and resources (including base charges and rates as appropriate) shall be
adjusted in accordance with this Agreement. CSC's adjustment in resources shall
be in accordance with a plan prepared by CSC and approved by D&B or, in the
absence of such plan, as reasonably requested by D&B and approved by CSC. For
the avoidance of doubt, CSC shall not have the right to declare an Extraordinary
Event.

(c) As used in this Agreement: Targeted Resource Reductions shall mean those
resources no longer required by CSC to provide the Services. Targeted Cost
Reductions shall mean the costs (including appropriate indirect and overhead
costs) and related profit that can be eliminated or reduced as and when the
Targeted Resource Reductions are eliminated. Targeted Resource Additions shall
mean those new or modified resources newly required by CSC to provide the
Services. Targeted Cost Increases shall mean the costs (including appropriate
indirect and overhead costs) and a reasonable profit that would be incurred as
and when the Targeted Resource Additions are placed in service.
(d) If D&B declares an Extraordinary Event, CSC shall proceed to use
Commercially Reasonable Efforts to eliminate the Targeted Resource Reductions as
quickly as feasible, and CSC shall proceed to deploy the Targeted Resource
Additions as quickly as feasible given D&B's requirements. As the Targeted
Resource Reductions are eliminated, the base charges shall be reduced by the
full amount of the Targeted Cost Reductions applicable to Targeted Resource
Reductions, and any affected Resource Baselines shall be equitably adjusted, as
appropriate. As the Targeted Resource Additions are placed into service, the
base charges shall be increased by the full amount of the Targeted Cost
Increases applicable to such Targeted Resource Additions, any affected Resource
Baselines shall be equitably adjusted, as appropriate, and ARC Rates and RRC
Rates specified in Schedule C shall be equitably adjusted to reflect the changed
circumstances. If CSC does not use Commercially Reasonable Efforts to eliminate
the Targeted Resource Reductions as quickly as feasible, the Base Charges shall
be reduced retroactively to the date on which the Targeted Resource Reductions
would have been eliminated had CSC used such Commercially Reasonable Efforts.

(e) The Parties initially shall attempt to agree upon (i) the occurrence of an
Extraordinary Event; (ii) Targeted Resource Reductions, Targeted Cost
Reductions, Targeted Resource Additions, and Targeted Cost Increases; and (iii)
the appropriate adjustment to Charges and the timing thereof. If within sixty
(60) days following D&B's notice of the occurrence of an Extraordinary Event,
the Parties have not agreed upon the foregoing, then the Parties shall attempt
to resolve the issue using the dispute resolution process set forth in this
Agreement. Decisions under the dispute resolution process shall be effective as
of sixty (60) days from the date of such notice from D&B.

13.6     New Services.

         Services that are materially different from, and in addition to, the
Services shall be considered New Services. The Parties' obligations with respect
to New Services shall be as follows:

(a) If the performance of the additional functions can be reflected in a change
in the volume of chargeable resource usage, and the net change in the resources
and expenses required to perform the additional functions would not be
disproportionately different from the corresponding change in the volume or
composition of such chargeable resource usage from performing such additional
functions, then the charge, if any, for such additional functions shall be
determined pursuant to Schedule C and the other Sections of this Agreement
relating to New Services. The additional functions shall then be considered
Services and shall be subject to the provisions of this Agreement.

(b) If the net change in the resources and expenses required to perform the
additional functions would be disproportionately different from the
corresponding change in the volume or composition of chargeable resource usage
from performing such additional functions, then:

(i) CSC shall quote to D&B a charge (which may be variable) for such additional
functions that is no more than the charge CSC provides to customers similar to
D&B for similar services under similar circumstances. Such charges shall take
into account, as applicable, resources and expenses of CSC for then-existing
portions of the Services that would no longer be required if the additional
functions would be performed by CSC; and

(ii) upon receipt of such quote, D&B may then elect to have CSC perform the
additional functions, and the Charges under this Agreement shall be adjusted, if
appropriate, to reflect such functions. If D&B so elects, such services shall be
subject to the provisions of this Agreement.

(c) If, although the Parties cannot agree upon the pricing applicable to such
New Services, D&B nonetheless desires CSC to perform them, and as the incumbent
service provider CSC has a competitive advantage over third parties in providing
such New Services, then upon D&B's instruction to proceed CSC shall begin
performance and the following charge determination mechanism shall apply (except
where an existing ARC or RRC rate can be applied to the New Service, in which
case such ARC or RRC rate shall be applied in lieu of the following mechanism).
For Services, CSC's charge shall be CSC's actual costs, uplifted by eighteen and
one-half percent (18.5%). For equipment procurement (excluding any associated
maintenance or support Services), CSC's charge shall be equal to CSC's actual
costs, uplifted by four percent (4%). D&B shall be entitled to audit CSC's costs
pursuant to the provisions of Section 11.1(e) in order to ensure CSC's
compliance with this provision.

(d) D&B may in its discretion elect to solicit and receive bids from, or
otherwise enter into agreements with, third parties to perform or to perform
itself such additional functions. If D&B so elects, CSC shall cooperate with D&B
and the third parties with respect to the provision of such services. Any
material additional cost borne by CSC as a result of such an election that is
not recovered in the unit charges identified in Schedule C shall be reimbursed
by D&B as an Out-of-Pocket Expense. CSC shall notify D&B if the performance of
activities requested by D&B under this requirement would adversely affect CSC's
ability to meet the Service Levels. After receiving such notice, D&B may either
alter its request or temporarily waive the Service Levels that would be
adversely affected.

(e) Evolution, supplements, modifications, enhancements and replacements of the
Services over time to keep pace with technological advancements and improvements
in the methods of delivering services shall not be deemed to be functions
materially different from and in addition to the Services.

13.7     Benchmarks for Cost of Services.

(a) D&B shall have the right during the Term, beginning as of the second
anniversary of the Commencement Date, to benchmark the Charges for all or a
portion of the Services by Service tower, provided that benchmarking of
particular Charges may not be undertaken more than one time in any rolling two
(2) year period.

(b) A benchmarking under this Section shall be conducted by an independent
industry-recognized benchmarking service provider designated by D&B and approved
by CSC (other than a competitor of CSC in the outsourcing business or in a
Service Tower that is being benchmarked) (the Benchmarker ). CSC agrees that
Gartner Measurements Group, Compass Group, and Meta Group are each acceptable as
a Benchmarker. If CSC rejects any other Benchmarker suggested by D&B, as a
condition to such rejection CSC shall also provide D&B with the names of five
(5) proposed Benchmarkers that would be acceptable to CSC. D&B shall retain and
pay the charges for the Benchmarker. The Parties shall cooperate with the
Benchmarker, including, as appropriate, making available knowledgeable personnel
and pertinent documents and records.

(c) The Benchmarker shall perform the benchmarking in accordance with
Benchmarker's documented procedures that shall be provided to the Parties prior
to the start of the benchmarking process. The Benchmarker shall compare the
Charges under this Agreement for the Services being benchmarked to the costs
being incurred in a representative sample of IT operations by or for other
entities. The Benchmarker shall select the representative sample from entities
(i) identified by the Benchmarker and approved by the Parties and (ii)
identified by a Party and approved by the Benchmarker. The following conditions
apply to the representative sample: (A) it shall include no more than eight (8)
entities and no less than four (4) entities; (B) it may include entities that
are outsourcing customers of CSC; and (C) it may not include non-outsourced
entities.

(d) The Benchmarker is to conduct a benchmarking as promptly as is prudent in
the circumstances. In conducting the benchmarking, the Benchmarker shall
normalize the data used to perform the benchmarking to accommodate, as
appropriate, differences in volume of services, scope of services, service
levels, financing or payment streams, service window coverage, geographic scope,
CSC's upfront costs, the relationship between charges for an individual tower
and the aggregate charges, the overall financial structure of the agreement,
sophistication of the underlying technology, contract terms and conditions (to
the extent available), other factors unique to D&B's and the comparison
contract's requirements, and other factors the Benchmarker views to be
pertinent. Each Party shall be provided a reasonable opportunity to review,
comment on and request changes in the Benchmarker's proposed findings. Following
such review and comment, the Benchmarker shall issue a final report of its
findings and conclusions.

(e) If in the final report of the Benchmarker, the Charges to D&B under this
Agreement for the benchmarked Services are not in the least expensive quartile
of the representative sample, then:

(i) CSC shall give D&B written notification within thirty (30) days after
issuance of the Benchmarker's final report that CSC accepts such final report,
and CSC promptly shall develop a plan and schedule, subject to the approval of
D&B, to bring CSC's Charges within the top quartile in a reasonable period of
time, but in any event no longer than within six (6) months. Without limiting
the generality of the foregoing, the plan may propose changes to the method,
manner, or quality of the Services to the extent CSC can demonstrate the changes
were not already reflected in the benchmark. CSC then shall implement the plan
and achieve the top quartile in the designated period of time.

(ii) if CSC does not provide notification in accordance with paragraph (i)
above, fails to develop promptly and implement a plan in accordance with
paragraph (i) above, or fails to satisfy paragraph (i) above in the required
time period, then D&B may terminate the benchmarked Services or any portion
thereof by giving CSC at least sixty (60) days prior notice. D&B shall pay CSC
sixty percent (60%) of the applicable Termination for Convenience charge shown
in Schedule C in the case of a termination pursuant to this Section during the
first five (5) years of the Term; thereafter, there shall be no Termination
Charge for a termination by D&B pursuant to this Section. In the case of
termination by D&B of Services in accordance with this Section, the Charges
payable under this Agreement for continuing Services shall be equitably adjusted
to reflect the Services that are terminated.

(f) If in the final report of the Benchmarker, the Charges to D&B under this
Agreement for the benchmarked Services are in the top quartile of the
representative sample (viewed from the perspective of most beneficial to D&B),
then no adjustment shall be made. In no event shall Charges be increased based
on the results of a benchmarking process.

(g) The determination of the Benchmarker shall be final and binding on the
Parties, unless a Party demonstrates: (i) fraud or collusion in the benchmarking
process, (ii) that the Benchmarker made an arithmetic error, or (iii) a material
failure of the Benchmarker to conform to the methodology set forth in Sections
13.7(c) and 13.7(d).

13.8     Most Favored Customer.

         If CSC provides services similar in scope and size to any of the
Services to a third party, in a similar geography, and with a similar overall
structure and material contract terms, at a price more favorable than the
pricing set forth in this Agreement, CSC shall promptly notify D&B and reduce
its Charges for the Services to equal such more favorable pricing. Any such
price reduction shall be retroactive to the date on which such more favorable
pricing was first provided to such third party. CSC will provide an annual
certification of its compliance with this Section, executed by an officer of
CSC.

14.      Invoicing and Payment

14.1     Invoicing.

(a) CSC shall invoice D&B for all Charges due under this  Agreement on a monthly
basis in arrears.

(b) To the extent a credit is due D&B pursuant to this Agreement, CSC shall
provide D&B with an appropriate credit against amounts then due and owing; if no
further payments are due to CSC, CSC shall pay such amounts to D&B within thirty
(30) days.

(c) CSC shall render a single consolidated invoice for each month's Charges,
showing the details reasonably specified by D&B, including details necessary to
satisfy D&B's internal accounting and chargeback requirements (such as
allocating Charges among business units, Service components, projects,
locations, Affiliates and departments) to the extent such details and
requirements are provided by D&B as of the Commencement Date. Such invoice shall
separately identify Pass-Through Expenses for the month, amounts prepaid by D&B,
and the amounts of any taxes CSC is collecting from D&B. The invoice shall state
for each item or Service charged, other than the Annual Services Charges and
ARCs or RRCs, the clause in this Agreement authorizing CSC to charge for such
item or Service. CSC shall include with the invoice the calculations utilized to
establish the charges in sufficient detail to enable D&B to confirm the accuracy
of the Charges included in the invoice. The form of invoice is included as
Exhibit C-6 to Schedule C.

(d) Each month's invoice shall be complete as to the Charges for such month. CSC
may not charge D&B any additional amounts for a month for which an invoice has
been rendered, except: (i) mistakes not corrected in the next month's invoices
(e.g. the month after the erroneous billing); (ii) certain charges which are not
reasonably capable of being determined as of the date of such invoice (provided
that notice of the existence of such charges is given in such invoice); or (iii)
if different payment terms are agreed upon with respect to a specific amount.

14.2     Payment Due.

         Subject to the other Sections of this Agreement, invoices complying
with the requirements of this Agreement and properly submitted to D&B shall be
due and payable by D&B within thirty (30) days after receipt by D&B. Interest on
overdue Charges shall not accrue until D&B is given five (5) Business Days
notice of non-payment and thereafter interest shall accrue at prime rate plus
two (2) percentage points (the Default Rate ). For the purposes of this
Agreement, the prime rate shall be the rate charged by Citibank, N.A. as its
prime lending rate from time to time.

14.3     Accountability.

         CSC shall maintain complete and accurate records of and supporting
documentation for the amounts billable to and payments made by D&B under this
Agreement in accordance with generally accepted accounting principles applied on
a consistent basis. CSC shall provide D&B with documentation and other
information with respect to each invoice as may be reasonably requested by D&B
to verify accuracy and compliance with the provisions of this Agreement.

14.4     Proration.

         Periodic Charges under this Agreement are to be computed on a calendar
month basis, and shall be prorated for any partial month.

14.5     Prepaid Amounts.

         Where D&B has prepaid for a service or function for which CSC is
assuming financial responsibility under this Agreement, upon either Party
identifying the prepayment, CSC shall refund to D&B that portion of such prepaid
expense that is attributable to periods on and after the Commencement Date,
provided that if such prepayment is not identified in Exhibit C-11 as a
prepayment existing as of Effective Date, the foregoing shall apply only to the
extent CSC benefits from the prepayment. Upon CSC's request and as a condition
to CSC's obligation, D&B shall provide substantiation and documentation of any
prepaid expense for which it believes it is entitled to credit hereunder. If,
upon termination or expiration of this Agreement, D&B receives the benefit of a
service or function for which CSC has prepaid, D&B shall refund to CSC that
portion of such prepaid expense that is attributable to periods on or after the
termination/expiration date to the extent D&B benefits from the prepayment. Upon
D&B's request and as a condition to D&B's obligation, CSC shall provide
substantiation and documentation of any prepaid expense for which it believes it
is entitled to credit hereunder.

14.6     Refunds and Credits.

         If a Party receives a refund, credit or other rebate for goods or
services previously paid for by the other Party, the receiving Party shall
promptly notify the other Party of such refund, credit or rebate and shall
promptly pay the full amount of such refund, credit or rebate, as the case may
be, to the other Party.

14.7     Deduction.

         D&B shall have the right to deduct from amounts owed by D&B to CSC
under this Agreement any amount that CSC is obligated to pay to or credit to D&B
other than amounts which may be owing under the Strategic Alliance Agreement,
dated as of the Effective Date, between the Parties. D&B shall provide
reasonable notice (which may be made by email or orally) of any such deductions.

14.8     Disputed Charges.

         Subject to D&B's right of deduction under Section 14.7, D&B shall pay
undisputed Charges when those payments are due. D&B may withhold payment of
particular Charges that D&B disputes in good faith. If D&B has failed to give
notice of a dispute as set forth in Section 14.7, CSC may request D&B to
identify the reasons for its dispute. D&B shall reply to any such request within
ten (10) days. The total amount of Charges that D&B may dispute may not exceed
one (1) month's worth of total Charges (computed as the average monthly Charges
invoiced each month in the prior twelve (12) months); provided, however, that if
D&B elects to dispute Charges in excess of such one (1) month limitation, D&B
may so dispute up to one (1) additional month's worth of Charges but only for
amounts related to variable Charges. D&B may condition payment of disputed
Charges in excess of such limitations to CSC providing an irrevocable letter of
credit from a major money market bank (or other equivalent financial assurance
acceptable to D&B, such as a performance bond) to cover any disputed amounts in
excess of such limits that are to be paid to CSC.

15.      Safeguarding of Data; Confidentiality

15.1     General.

(a) D&B Confidential Information shall be and remain, as between the Parties,
the property of D&B. CSC shall not possess or assert any lien or other right
against or to D&B Confidential Information. D&B Confidential Information shall
not be:

(i) used by CSC other than in connection with providing the Services;

(ii) disclosed, sold, assigned, leased or otherwise provided to third parties by
CSC; or

(iii)    commercially exploited by or on behalf of CSC.

(b) Upon D&B's request, the termination or expiration of this Agreement for any
reason (including termination for cause) or, with respect to any particular D&B
Confidential Information, on such earlier date that the same shall be no longer
required by CSC in order to render the Services under this Agreement, D&B
Confidential Information (including copies thereof) then in the possession of
CSC or any of its subcontractors shall be promptly returned to D&B by CSC in a
form reasonably requested by D&B or, if D&B so elects, shall be destroyed by
CSC.

(c) D&B Confidential Information shall not be utilized by CSC for any purpose
other than that of rendering the Services under this Agreement.

15.2     Safeguarding D&B Data.

(a) CSC shall establish and maintain safeguards against the destruction, loss,
or alteration of D&B Data in the possession of CSC which are no less rigorous
than those implemented and in use by D&B as of the Effective Date, to the extent
such safeguards are made known to CSC, either through documented security
policies provided by D&B or through disclosure by Transitioned Employees, and
CSC shall make no changes thereto unless agreed by D&B. CSC shall maintain such
safeguards until the Security Plan (as defined below) becomes effective.

(b) Within three (3) months of the Commencement Date, and annually thereafter as
part of the technology planning process described in Section 10.7, CSC shall
provide D&B with a security plan (the Security Plan ) describing upgrades to
D&B's data security procedures and the related infrastructure for D&B Data in
the possession of CSC necessary to bring such procedures and infrastructure into
compliance with the standards the Parties agree are appropriate for D&B, which
at a minimum will include the enhancements described in Schedule L. CSC shall
implement the initial Security Plan and each annual plan thereafter at no
additional cost to D&B.

(c) If D&B requests additional enhancements that are not necessary to satisfy
either the safeguards maintained by D&B as of the Effective Date, or the
requirements of any Security Plan agreed upon by the Parties, CSC shall
implement such improvements as a New Service. D&B shall have the right to
establish backup security for data and to keep backup data and data files in its
possession if it chooses.

(d) CSC Personnel shall not attempt to access, or allow access to, any D&B Data
which they are not permitted to access under this Agreement. If such access is
attained (or is reasonably suspected), CSC shall promptly report such incident
to D&B, describe in detail the accessed D&B Data, and if applicable return to
D&B any copied or removed D&B Data.

(e) The systems security measures required under Sections 15.2(a) and 15.2(b)
shall include, to the extent the same is being used by D&B as of the
Commencement Date, any System Software which:

(i) requires  all users to enter a user  identification  and  password  prior to
gaining access to the information systems;

(ii)     controls and tracks the addition and deletion of users; and

(iii)  controls and tracks user access to areas and features of the  information
systems.

(f) Notwithstanding any other provision of this Section 15.2, the security to be
provided by CSC at CSC Locations (other than the Berkeley Heights Facility)
shall be CSC's standard security at such location unless the Parties otherwise
agree as a New Service.

15.3     Confidential Information.

(a) CSC and D&B each acknowledge that they may be furnished with, receive or
otherwise have access to information of or concerning the other Party that such
Party considers to be confidential, a trade secret or otherwise restricted.
Confidential Information shall mean all information, in any form, furnished or
made available directly or indirectly by one Party to the other that is marked
confidential, restricted, or with a similar designation. The terms and
conditions of this Agreement shall be deemed Confidential Information of each
Party. In the case of D&B, whether or not designated Confidential Information,
Confidential Information also shall include: (i) D&B Data; (ii) the
specifications, designs, documents, software, documentation, data and other
materials and work products owned by D&B pursuant to Section 1.1 that are
produced by or for CSC in the course of performing the Services; (iii) all
information concerning the operations, affairs and businesses of D&B, the
financial affairs of D&B, and the relations of D&B with its customers, employees
and service providers (including customer lists, customer information, account
information and consumer markets); and (iv) Software provided to CSC by or
through D&B (collectively, the D&B Confidential Information ). In the case of
CSC, Confidential Information also shall include, whether or not designated
Confidential Information, CSC's financial information, personnel records,
information regarding CSC's, its Affiliates' or its subcontractors' business
plans and operations, and software, tools, and methodologies owned or used by
CSC, its Affiliates or its subcontractors.

(b)      Obligations in Connection with Confidential Information.

(i) Each Party shall use at least the same degree of care as it employs to avoid
unauthorized disclosure of its own information, but in any event no less than
Commercially Reasonable Efforts (except that the case of D&B Data, the degree of
care required of CSC shall be that degree of care specified under Section 15.2),
to prevent disclosing to unauthorized parties the Confidential Information of
the other Party, provided that CSC may disclose such information to properly
authorized entities as and to the extent necessary for performance of the
Services, and D&B may disclose such information to third parties as and to the
extent necessary for the conduct of its business, where in each such case:

(A) the receiving entity first agrees in writing to terms and conditions
substantially the same as the confidentiality provisions set forth in this
Agreement;

(B)      use of such entity is authorized under this Agreement;

(C) such disclosure is necessary or otherwise  naturally occurs in that entity's
scope of responsibility; and

(D) the disclosing Party assumes full responsibility for the acts and omissions
of such third party.

(ii) As requested by D&B during the Term (provided that CSC shall be excused
from the Performance Standards to the extent D&B's request precludes performance
of the Services), upon expiration or any termination of this Agreement, or
completion of CSC's obligations under this Agreement, CSC shall return or
destroy, as D&B may direct, all material in any medium that contains, refers to,
or relates to D&B Confidential Information, in the form reasonably requested by
D&B (provided that no data conversion is required), and retain no copies;
provided, however, that CSC may retain copies of CSC generated D&B Confidential
Information such as invoices and related financial records and CSC may retain
D&B materials required as evidence for an ongoing dispute in its legal
department or with its outside counsel.

(iii) Each Party shall ensure that its personnel comply with these
confidentiality provisions.

(iv) In the event of any actual or suspected misuse, disclosure or loss of, or
inability to account for, any Confidential Information of the furnishing Party,
the receiving Party promptly shall:

(A)      notify the furnishing Party upon becoming aware thereof;

(B) promptly furnish to the other Party full details of the unauthorized
possession, use, or knowledge, or attempt thereof, and use reasonable efforts to
assist the other Party in investigating or preventing the reoccurrence of any
unauthorized possession, use, or knowledge, or attempt thereof, of Confidential
Information;

(C) take  such  actions  as may be  necessary  or  reasonably  requested  by the
furnishing Party to minimize the violation; and

(D) cooperate in all reasonable respects with the furnishing Party to minimize
the violation and any damage resulting therefrom.

(c) The Parties' obligations with respect to Confidential Information (other
than Personally Identifiable Information) shall not apply to any particular
information which CSC or D&B can demonstrate:

(i)      was, at the time of disclosure to it, public knowledge;

(ii) after  disclosure  to it, is  published  or  otherwise  becomes part of the
public knowledge through no fault of the receiving Party;

(iii) was in the possession of the receiving  Party at the time of disclosure to
it without obligation of confidentiality;

(iv) was received after disclosure to it from a third party who had a lawful
right to disclose such information to it without any obligation to restrict its
further use or disclosure; or

(v) was  independently  developed by the receiving  Party  without  reference to
Confidential Information of the furnishing Party.

(d) In  addition,  a  Party  shall  not  be  considered  to  have  breached  its
obligations by:

(i) disclosing Confidential Information of the other Party (including Personally
Identifiable Information) as required to satisfy any legal requirement of a
competent government body provided that, immediately upon receiving any such
request and to the extent that it may legally do so, such Party advises the
other Party of the request prior to making such disclosure in order that the
other Party may interpose an objection to such disclosure, take action to assure
confidential handling of the Confidential Information, or take such other action
as it deems appropriate to protect the Confidential Information; or

(ii) disclosing Confidential Information of the other Party (other than
Personally Identifiable Information) to its attorneys, auditors and other
professional advisors in connection with services rendered by such advisors,
provided that such Party has confidentiality agreements with such professional
advisors and/or such advisors owe professional confidentiality obligations to
the Party.

(e) Except in emergency situations, prior to a Party commencing any legal action
or proceeding in respect of any unauthorized possession, use, or knowledge, or
attempt thereof, of Confidential Information by any person or entity which
action or proceeding identifies the other Party or its Confidential Information,
such Party shall seek such other Party's consent. If a Party withholds its
consent, the other Party's performance shall be excused to the extent such lack
of consent impacts its ability to perform its obligations under this Agreement.

(f) The Parties' obligations with respect to all Confidential Information shall
continue throughout the Term, and with respect to Confidential Information
retained beyond the Term, in perpetuity. CSC's obligations under Section 15.2
shall cease upon termination of the Agreement.

(g) Each Party's Confidential Information shall remain the property of that
Party. Nothing contained in the Parties' obligations with respect to
Confidential Information shall be construed as obligating a Party to disclose
its Confidential Information to the other Party, or as granting to or conferring
on a Party, expressly or impliedly, any rights or license to the Confidential
Information of the other Party, and any such obligation or grant shall only be
as provided by other provisions of this Agreement.

15.4     Corporate Information Risk Controls.

(a) CSC shall support and adhere to D&B's corporate information, rules,
policies, standards, procedures, and applicable regulatory requirements in
effect from time to time (collectively, D&B Risk Control Requirements ). As set
forth more fully in the scope of services schedule, CSC shall implement and
administer effective solutions as necessary to implement the D&B Risk Control
Requirements, or as otherwise directed by D&B, and shall certify that the
systems used to provide the Services are in compliance with such requirements.

(i) At no additional charge (A) beginning on the Commencement Date, CSC shall
maintain compliance with the D&B Risk Control Requirements with which D&B is in
compliance as of such date and (B) within six (6) months of the Commencement
Date, CSC shall upgrade its facilities and otherwise begin performing the
Services in a manner necessary to comply with CSC's own requirements of a
similar nature. Notwithstanding the foregoing, if at any time CSC provides the
Services from a shared data center at which CSC provides services to more than
one CSC customer, CSC shall at all times comply with CSC's own risk rules,
policies, procedures, standards and guidelines.

(ii) If D&B changes any D&B Risk Control Requirements after the Commencement
Date, or requests that CSC comply with any such requirements with which D&B was
not in compliance as of the Commencement Date, and such requirements exceed
CSC's own requirements of a similar nature, any effort necessary to bring the
in-scope infrastructure into compliance with such requirements be performed as a
Project and CSC's Charges shall be equitably adjusted to reflect any ongoing
increase in the cost of such compliance. If at any time D&B requests additional
security, CSC shall make such security available, but shall first notify D&B of
the incremental cost (if any) for such security. Each Party shall designate an
individual who shall serve as the primary contact for security-related issues.

(b) If control deficiencies are identified in systems used to provide the
Services, CSC shall take immediate and concerted action to correct the
deficiency, and shall conduct a post-incident assessment and institute measures
to prevent reoccurrence. On an event-occurrence basis, CSC shall inform D&B of
any significant issues surrounding the control environment caused by system
changes or errors and track the status of such issues as they are resolved.
Controls in modified or reengineered systems shall be tested against those of
the previous system versions to ensure desired levels of control are in place.
CSC shall update D&B on the status of those system control improvements
identified during audits and agreed to by D&B.

(c) Suspected or actual incidents of non-compliance with D&B rules, policies,
and procedures shall be managed to resolution by CSC's compliance team, in
cooperation and consultation with D&B, and reports shall be provided to D&B on
an event-occurrence basis. If CSC Personnel are responsible for such incidents,
appropriate disciplinary action shall be taken in accordance with the
appropriate CSC personnel policies. Additionally, D&B shall have the right to
direct CSC to remove any personnel on the D&B account connected with such
incidents.

(d) CSC shall conduct benchmarks or provide assessments by third parties, at
D&B's request and expense, of CSC's compliance with the D&B corporate
information risk control requirements set forth in this Agreement. CSC shall
perform self-assessments of such compliance and make results of such
engagement-related self-assessments available to D&B for review. In developing
new systems, CSC shall interface with D&B so that D&B may understand the
associated controls required. This shall include informing D&B of CSC's
methodology for developing control specifications and providing D&B with the
ability to request changes to controls early in the systems development process.

16.      Representations and Warranties

16.1     Work Standards.

         CSC represents and warrants that the Services shall be rendered with
promptness and diligence and shall be executed in a workmanlike manner, in
accordance with the practices and high professional standards used in
well-managed operations performing services similar to the Services. CSC
represents and warrants that it shall use adequate numbers of qualified
individuals with suitable training, education, experience and skill to perform
the Services.

16.2     Maintenance.

         CSC represents and warrants that it shall maintain the Equipment and
Software over which it has control so that they operate in accordance with their
specifications, including:

(a) maintaining  Equipment in good operating  condition,  subject to normal wear
and tear;

(b)  undertaking  repairs and preventive  maintenance on Equipment in accordance
with the applicable Equipment manufacturer's recommendations; and

(c) performing  Software  maintenance in accordance with the applicable Software
vendor's documentation and recommendations.

16.3     Efficiency and Cost Effectiveness.

         CSC represents and warrants that to the extent CSC's performance
affects the Charges of the Services, it shall use Commercially Reasonable
Efforts to use efficiently the resources or services necessary to provide the
Services. CSC represents and warrants that with respect to chargeable resources
it shall use Commercially Reasonable Efforts to perform the Services in the most
cost-effective manner consistent with the required level of quality and
performance.

16.4     Technology.

         CSC represents and warrants that it shall provide the Services using,
consistent with the change control procedure referenced in this Agreement,
proven, current technology that shall enable D&B to take advantage of
technological advancements in its industry and support D&B's efforts to maintain
competitiveness in the markets in which it competes. This Section 16.4 is not
intended to conflict with or enlarge specific provisions of this Agreement
(e.g., refresh or software currency versions) or conflict with D&B's technology
environment.

16.5     Non-Infringement.

(a) Each Party represents and warrants that it shall perform its
responsibilities under this Agreement in a manner that does not infringe, or
constitute an infringement or misappropriation of, any patent, copyright,
trademark, trade secret or other proprietary rights of any third party. The
foregoing warranty shall not apply to the extent an infringement is caused by:

(i)      items specifically requested or supplied by the other Party;

(ii) combinations with items or modifications that could not be reasonably be
anticipated in light of the scope of Services and that were not otherwise
approved by the other Party;

(iii) use in a manner that could not be reasonably be anticipated in light of
the scope of Services and that and that was not otherwise approved by the other
Party;

(iv) the indemnified Party's failure to use an updated non-infringing version of
an item to the extent such Party was notified that the update cured an
infringement and was given a reasonable amount of time to implement the update;
or

(v) the  indemnified  Party's  failure  to follow the other  Party's  reasonable
instructions regarding proper use of an item.

(b) The sole and exclusive  remedies for a breach of this warranty are set forth
in Sections 18.1(b) and 18.4.

16.6     Authorization and Other Consents.

         Each Party represents and warrants to the other that:

(a) It has the  requisite  corporate  power  and  authority  to enter  into this
Agreement and to carry out the transactions contemplated by this Agreement;

(b) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement have been duly
authorized by the requisite corporate action on the part of such Party and shall
not constitute a violation of any judgment, order or decree;

(c) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement shall not
constitute a material default under any material contract by which it or any of
its material assets are bound, or an event that would, with notice or lapse of
time or both, constitute such a default; and

(d) There is no proceeding pending or, to the knowledge of the Party, threatened
that challenges or may have a material adverse affect on this Agreement or the
transactions contemplated by this Agreement.

16.7     Inducements.

         CSC represents and warrants to D&B that it has not violated any
applicable laws or regulations or any D&B policies of which CSC has been given
notice regarding the offering of unlawful inducements in connection with this
Agreement. If at any time during the Term, D&B determines that the foregoing
warranty is inaccurate, then, in addition to any other rights D&B may have at
law or in equity, D&B shall have the right to terminate this Agreement for cause
without affording CSC an opportunity to cure.

16.8     Disabling Code.

(a) CSC represents and warrants that, without the prior written consent of D&B,
CSC shall not insert into the Software any code designed to disable or otherwise
shut down all or any portion of the Services. Notwithstanding the foregoing, D&B
acknowledges that certain third-party, commercial off-the shelf software may
include passwords, software keys, trial-period software and similar programming
code that are distributed as part of hardware or software to automatically
ensure that the purchaser or licensee uses the product in accordance with the
acquisition or license agreement. CSC shall inform D&B of all such disabling
code in the Software of which CSC has operational knowledge. CSC further
represents and warrants that, with respect to any disabling code that may be
part of the Software, CSC shall not knowingly invoke such disabling code at any
time, including upon expiration or termination of this Agreement for any reason,
without D&B's prior written consent.

(b) If D&B inserts any code designed to disable or otherwise shut down the
Services, and D&B's invocation of such code interferes with CSC's performance of
the Services, then to the extent of such interference CSC shall be excused from
performance of such Services under Section 12.2.

16.9     Deliverables.

         CSC represents and warrants that each Deliverable (as defined in the
Schedule A) produced by Applications Software development projects undertaken by
CSC, or for which CSC otherwise has responsibility for the successful completion
as part of the Services, shall not, after final acceptance of the Deliverable by
D&B, materially deviate from the specifications and requirements for such
Deliverable set forth or referred to in the applicable project plans.

16.10    Disclaimer.

         The warranties set forth in this Agreement, including Those specified
as applying, if any, to any licenses granted or to be granted under this
Agreement, are exclusive. Other than as provided in this Agreement, neither this
agreement nor any licenses granted or to be granted are subject to any express
warranties and there are no implied warranties, including ANY implied warranty
of merchantability or fitness for a particular purpose.

17.      Insurance

17.1     Insurance Coverages.

         CSC represents that as of the Commencement Date it shall have, and
agrees that during the Term it shall maintain in force, at least the following
insurance coverages:

(a) Employer's Liability Insurance and Worker's Compensation Insurance,
including coverage for occupational injury, illness and disease, and other
similar social insurance in accordance with the laws of the country, state or
territory exercising jurisdiction over the employee with minimum limits per
employee and per event of $1,000,000 or the minimum limit required by law,
whichever limit is greater.

(b) Comprehensive General Liability Insurance, including Products, Completed
Operations, Premises Operations, Bodily Injury, Personal and Advertising Injury,
Broad Form Contractual and Broad Form Property Damage liability coverages, on an
occurrence basis, with a minimum combined single limit per occurrence of
$1,000,000 and a minimum combined single aggregate limit of $2,000,000. This
coverage shall be endorsed to name D&B and its Affiliates as additional
insureds.

(c) Property Insurance, including Extra Expense and Business Income coverage,
for all risks of physical loss of or damage to buildings, business personal
property or other property that is in the possession, care, custody or control
of CSC pursuant to this Agreement. Such insurance shall have a minimum limit
adequate to cover risks on a replacement costs basis. This coverage shall be
endorsed to name D&B and its Affiliates as loss payees.

(d) Automotive Liability Insurance covering use of all owned, non-owned and
hired automobiles for bodily injury, property damage liability with a minimum
combined single limit per accident of $1,000,000 or the minimum limit required
by law, whichever limit is greater. This coverage shall be endorsed to name D&B
and its Affiliates as additional insureds.

(e) Commercial Crime Insurance, including blanket coverage for Employee
Dishonesty and Computer Fraud, for loss or damage arising out of or in
connection with any fraudulent or dishonest acts committed by the employees of
CSC, acting alone or in collusion with others, including the property and funds
of others in their possession, care, custody or control, with a minimum limit
per event of $10,000,000.

(f) Errors and Omissions Liability Insurance covering liability for loss or
damage due to an act, error, omission or negligence, with a minimum limit per
event of $10,000,000.

(g) Umbrella Liability Insurance with a minimum limit of $20,000,000 in excess
of the insurance coverage described above in Subsections (a), (c), and (f).

17.2     Insurance Provisions.

(a) The insurance coverages described above shall be primary, and all coverage
shall be non-contributing with respect to any other insurance or self insurance
which may be maintained by D&B. All coverage described above shall include a
waiver of subrogation and a waiver of any insured-versus-insured exclusion
regarding D&B. To the extent any coverage is written on a claims-made basis, it
shall have a retroactive date no earlier than the Commencement Date and,
notwithstanding the termination of this Agreement, either directly or through
`tail' coverage shall allow for reporting of claims until the period of the
applicable limitations of actions has expired.

(b) CSC shall cause its insurers to issue certificates of insurance evidencing
that the coverages and policy endorsements required under this Agreement are
maintained in force and that not less than thirty (30) days written notice shall
be given to D&B prior to any modification, cancellation or non-renewal of the
policies. The insurers selected by CSC shall have an A.M. Best rating of A-,
Size IX or better, or, if such ratings are no longer available, with a
comparable rating from a recognized insurance rating agency. CSC shall assure
that all approved subcontractors, if any, maintain insurance coverages described
above naming CSC as an additional insured or loss payee where relevant or CSC
shall assure that all approved subcontractors, if any, are endorsed as
additional insureds on CSC coverages described above.

(c) In the case of loss or damage or other event that requires notice or other
action under the terms of any insurance coverage described above, CSC shall be
solely responsible to take such action. CSC shall provide D&B with
contemporaneous notice and with such other information as D&B may request
regarding the event.

(d) CSC's obligation to maintain insurance coverage in specified amounts shall
not act as a limitation on any other liability or obligation which CSC would
otherwise have under this Agreement.

18.      Indemnities

18.1     CSC Indemnities.

         CSC shall indemnify and hold harmless D&B and D&B's Affiliates and
their respective officers, directors, employees, agents, successors and assigns
against any and all Losses and threatened Losses, arising from, in connection
with, or based on allegations whenever made of, any of the following:

(a) Claims arising out of CSC's failure to observe or perform any duties or
obligations to be observed or performed by CSC on or after the Commencement Date
(or on or after the date of assignment in the case of contracts assigned after
the Commencement Date) under any of the contracts, including Software licenses,
Equipment leases and Third-Party Services Contracts: (i) assigned to CSC; or
(ii) for which (and to the extent) CSC has assumed financial, administrative, or
operational responsibility for such contracts;

(b)      Any claims of infringement:

(i) that would  amount to a breach by CSC of the  warranty  set forth in Section
16.5; or

(ii)     that:

(A) arise from CSC's unauthorized use of any of the software and related
material, including CSC's Software, and other products provided, used and to be
used by CSC and its Affiliates in connection with the Services;

(B) are not caused by improper acts or omissions of D&B (such as use of more
copies of an item than that for which a license was to have been obtained); and

(C) do not result from D&B's failure to fulfill its obligation to provide
reasonable cooperation under Section 6.7 in connection with CSC's efforts to
obtain Required Consents.

(c) Any claim or action by, on behalf of, or related to, any employee of CSC or
its Affiliates, or any of their subcontractors (which, if made by a Transitioned
Employee arises out of acts, incidents or omissions occurring on or after, or
out of events occurring on or after, the date such employee is transferred to
CSC or acts or omissions specifically requested by CSC or its Affiliates or
their subcontractors at any time), including claims arising under occupational
health and safety, ERISA, worker's compensation, or other applicable federal,
state, or local laws or regulations, except where such claim arises out of acts
or omissions specifically requested by D&B or its Affiliates;

(d) Any amounts claimed from D&B, including taxes, interest, and penalties
assessed against D&B, for which CSC is responsible pursuant Section 13.4;

(e) The inaccuracy or untruthfulness  of any  representation or warranty made by
CSC pursuant to Sections 16.6, 16.7, or 16.8;

(f) Any  claim or  action  by  subcontractors  arising  out of CSC's  breach  or
violation of CSC's subcontracting arrangements;

(g) Any claim or action arising out of acts or omissions of CSC, except acts or
omissions specifically requested by D&B, that result in or relate to:

(i) a violation of Federal, state, or other laws or regulations for the
protection of persons or members of a protected class or category of persons by
CSC or its employees, subcontractors or agents;

(ii) sexual  discrimination or harassment by CSC, its employees,  subcontractors
or agents;

(iii) work-related injury or death caused by CSC, its employees, subcontractors,
or agents (except to the extent covered by D&B's worker's compensation
coverage); or

(iv)     vested employee benefits of any kind expressly assumed by CSC;

(h) Any claim or action by any employee or contractor of CSC or its
subcontractors that D&B is liable to such person as the employer or joint
employer of such person, including and any claim for employee benefits as a
result thereof, other than claims by Transitioned Employees arising out of
events, acts, incidents or omissions occurring prior to the date such
Transitioned Employees are transferred to CSC; and

(i) Any claim or action arising out of or relating to CSC's failure to comply
with the obligations provided in Section 15.2, provided that CSC shall not be
responsible for interest or penalties occasioned by D&B's failure to notify or
charge CSC for taxes which D&B is responsible to collect except to extent such
failure is due to CSC's failure to provide necessary tax related information.

18.2     D&B Indemnities.

         D&B shall indemnify and hold harmless CSC and CSC's Affiliates and
their respective officers, directors, employees, agents, successors and assigns
against any and all Losses, threatened Losses, arising from, in connection with,
or based on allegations whenever made of, any of the following:

(a) Claims arising out of D&B's failure to observe or perform any duties or
obligations to be observed or performed by D&B prior to the Commencement Date
(or prior to the date of assignment in the case of contracts assigned after the
Commencement Date) under any of the contracts, including Software licenses,
Equipment leases and Third-Party Services Contracts, assigned to CSC and, before
or after the Commencement Date, for contractual obligations of D&B except to the
extent for which CSC has assumed financial, administrative or operational
responsibility.

(b)      Any claims of infringement:

(i) that would amount to a breach by D&B of the warranty set forth in 16.5; or

(ii)     that:

(A) arise from D&B's unauthorized use of any of the software and related
material, including D&B Software, and other products provided, used and to be
used by D&B or its Affiliates in connection with the Services;

(B) are not caused by improper acts or omissions of CSC (such as use of more
copies of an item than that for which a license was to have been obtained); and

(C) do not result from CSC's failure to fulfill its obligation under Section 6.7
to obtain Required Consents;

(c) Any claim or action by, on behalf of, or related to, any Transitioned
Employee that arises out of acts, incidents or omissions occurring before, or
out of events occurring before, the date such employee is transferred to CSC or
acts or omissions specifically requested by D&B or its Affiliates at any time,
including claims arising under occupational health and safety, ERISA, worker's
compensation, or other applicable federal, state, or local laws or regulations,
except where such claim arises out of acts or omissions specifically requested
by CSC or its Affiliates;

(d) The inaccuracy or untruthfulness  of any  representation or warranty made by
D&B pursuant to Section 16.6;

(e) Any claim or action arising out of acts or omissions of D&B, except acts or
omissions specifically requested by CSC, that result in or relate to:

(i) a violation of Federal, state, or other laws or regulations for the
protection of persons or members of a protected class or category of persons by
D&B or its employees, subcontractors or agents;

(ii) sexual  discrimination or harassment by D&B, its employees,  subcontractors
or agents;

(iii) work-related injury or death caused by D&B, its employees, subcontractors,
or agents (except to the extent covered by CSC's worker's compensation
coverage); or

(iv)     vested employee benefits of any kind not expressly assumed by CSC;

(f) Any claim or action related to the Services that is asserted by a Permitted
User or other third party with whom D&B or its Affiliates has a contractual
relationship;

(g) Any claim or action by any employee or contractor of D&B or its
subcontractors that CSC is liable to such person as the employer or joint
employer of such person, including and any claim for employee benefits as a
result thereof, other than claims by Transitioned Employees arising out of
events, acts, incidents or omissions occurring after the Effective Date which
are caused by affirmative acts of CSC or its agents; and

(h) Any claim or action arising out of or relating to CSC's failure to comply
with the obligations provided in Section 13.4, provided that D&B shall not be
responsible for interest or penalties occasioned by CSC's failure to notify or
charge D&B for taxes which CSC is responsible to collect except to extent such
failure is due to D&B's failure to provide necessary tax related information.

18.3     Additional Indemnities.

         Each Party (indemnitor) agrees to indemnify, defend and hold harmless
the other (indemnitee) and its Affiliates, officers, directors, employees,
agents, successors and assigns, from any and all Losses and threatened Losses
arising from, in connection with, or based on allegations whenever made of, any
of the following:

(a) The death or bodily injury of any agent, employee (other than an employee of
the indemnitor), customer, business invitee, or business visitor or other person
caused by the tortious conduct of the indemnitor (except to the extent that that
the indemnitor is considered a `special employer' under applicable workers
compensation laws);

(b) The damage,  loss or destruction of any real or tangible  personal  property
caused by the tortious conduct of the indemnitor; and

(c) Any claim, demand, charge, action, cause of action, or other proceeding
asserted against the indemnitee but resulting from an act or omission of the
indemnitor in its capacity as an employer of a person.

18.4     Infringement.

(a) If any item used by CSC to provide the Services becomes, or in CSC's
reasonable opinion is likely to become, the subject of an infringement or
misappropriation claim or proceeding that would cause CSC to breach its
obligations under Section 16.5, in addition to indemnifying D&B and in addition
to D&B's other rights, CSC shall promptly take the following actions, at no
additional charge to D&B, in the listed order of priority:

(i)      promptly secure the right to continue using the item;

(ii) replace or modify the item to make it non-infringing or without
misappropriation, provided that any such replacement or modification must not
degrade the performance or quality of the affected component of the Services and
CSC shall be responsible for the cost of any new interfaces or integration work
required as a result of the replacement or modification; or

(iii) remove the item from the Services, in which case CSC's Charges shall be
equitably adjusted to reflect such removal and if in D&B's reasonable opinion
such removal is material to all or any portion of the remaining Services D&B may
terminate such portion of the affected Services or the entire Agreement, as the
case may be, without penalty.

(b) If any item provided (or specified) by D&B in connection with the Services
becomes, or in D&B's reasonable opinion is likely to become, the subject of an
infringement or misappropriation claim or proceeding that would cause D&B to
breach its obligations under Section 16.5, CSC shall promptly upon D&B's
direction cease use of such item unless otherwise directed by D&B, and to the
extent D&B does not replace such item with a non-infringing item shall be
excused from performing the affected Services as provided in Section 12.2. D&B's
replacement with a non-infringing item may result in additional charges if so
provided elsewhere in this Agreement.

(c) In addition to the indemnities set forth in this Article 18, each Party's
sole and exclusive remedies for infringement claims arising from the other
Party's use of Software and Non-Software Materials under this Agreement are set
forth in this Section 18.4.

18.5     Indemnification Procedures.

         With respect to third-party claims the following procedures shall
apply:

(a) Notice. Promptly after receipt by any entity entitled to indemnification
under Sections 18.1 through 18.4 of notice of the assertion or the commencement
of any action, proceeding or other claim by a third party in respect of which
the indemnitee will seek indemnification pursuant to any such Section, the
indemnitee shall promptly notify the indemnitor of such claim in writing. No
failure to so notify an indemnitor shall relieve it of its obligations under
this Agreement except to the extent that it can demonstrate damages attributable
to such failure. Within fifteen (15) days following receipt of written notice
from the indemnitee relating to any claim, but no later than ten (10) days
before the date on which any response to a complaint or summons is due, the
indemnitor shall notify the indemnitee in writing if the indemnitor acknowledges
its indemnification obligation and elects to assume control of the defense and
settlement of that claim (a Notice of Election ).

(b) Procedure Following Notice of Election. If the indemnitor delivers a Notice
of Election relating to any claim within the required notice period, the
indemnitor shall be entitled to have sole control over the defense and
settlement of such claim; provided that (i) the indemnitee shall be entitled to
participate in the defense of such claim and to employ counsel at its own
expense to assist in the handling of such claim and (ii) the indemnitor shall
obtain the prior written approval of the indemnitee before entering into any
settlement of such claim or ceasing to defend against such claim. After the
indemnitor has delivered a Notice of Election relating to any claim in
accordance with the preceding paragraph, the indemnitor shall not be liable to
the indemnitee for any legal expenses incurred by the indemnitee in connection
with the defense of that claim. In addition, the indemnitor shall not be
required to indemnify the indemnitee for any amount paid or payable by the
indemnitee in the settlement of any claim for which the indemnitor has delivered
a timely Notice of Election if such amount was agreed to without the written
consent of the indemnitor.

(c) Procedure Where No Notice of Election Is Delivered. If the indemnitor does
not deliver a Notice of Election relating to a claim, or otherwise fails to
acknowledge its indemnification obligation or to assume the defense of a claim,
within the required notice period or fails to diligently defend the claim, the
indemnitee shall have the right to defend the claim in such manner as it may
deem appropriate, at the cost, expense, and risk of the indemnitor, including
payment of any judgment or award and the costs of settlement or compromise of
the claim. The indemnitor shall promptly reimburse the indemnitee for all such
costs and expenses, including payment of any judgment or award and the costs of
settlement or compromise of the claim. If it is determined that the indemnitor
failed to defend a claim for which it was liable, the indemnitor shall not be
entitled to challenge the amount of any settlement or compromise paid by the
indemnitee.

18.6     Subrogation.

         If an indemnitor shall be obligated to indemnify an indemnitee under
this Agreement, the indemnitor shall, upon fulfillment of its obligations with
respect to indemnification, including payment in full of all amounts due
pursuant to its indemnification obligations, be subrogated to the rights of the
indemnitee with respect to the claims to which such indemnification relates.

19.      Liability

19.1     General Intent.

         Subject to the liability restrictions below, it is the intent of the
Parties that each Party shall be liable to the other Party for any actual
damages incurred by the non-breaching Party as a result of the breaching Party's
failure to perform its obligations in the manner required by this Agreement.

19.2     Liability Restrictions.

(a) Subject to Section 19.2(c) below, in no event, whether in contract or in
tort (including negligence), breach of warranty, strict liability, or otherwise,
shall a Party be liable for indirect, consequential, exemplary, punitive,
incidental, or special damages, or lost profits, other than as embodied in CSC's
Charges or any applicable service level credits, even if such Party has been
advised of the possibility of such damages in advance.

(b) Subject to Section 19.2(c) below, each Party's total liability to the other,
whether in contract or in tort (including negligence), breach of warranty,
strict liability, or otherwise, shall be limited to an amount equal to the total
Charges payable to CSC pursuant to this Agreement for proper performance of the
Services for the nine (9) months prior to the month in which the most recent
event giving rise to liability occurred; provided that if such event giving rise
to liability occurs during the first nine (9) months after the Commencement
Date, liability shall be limited to an amount equal to the total Charges that
would be payable to CSC pursuant to this Agreement for proper performance for
the Services during such nine (9) month period. Notwithstanding the foregoing,
for purposes of determining the maximum amount payable under this Section
19.2(b), the total aggregate amount of a Party's liability to the other for all
events combined during the Term shall not exceed the aggregate amount of the
total charges payable to CSC during the single nine (9) month period during
which the total charges payable to CSC pursuant to this Agreement were the
greatest amount. Service Level Credits shall not count against and shall not
reduce the amounts available under the foregoing limitations.

(c) The  limitations  set forth in Sections  19.2(a) and 19.2(b) above shall not
apply with respect to:

(i) damages occasioned by the willful misconduct or gross negligence of a Party;

(ii)     claims that are the subject of indemnification;

(iii) damages  occasioned by a Party's breach of its obligations with respect to
Confidential Information;

(iv) damages  occasioned by a Party's breach of its obligations  with respect to
compliance with all applicable laws and regulations; and

(v) damages occasioned by improper or wrongful termination of this Agreement or
intentional abandonment of a substantial portion of the work required to perform
the Services by CSC.

19.3     Direct Damages.

         The following shall be considered direct damages and shall not be
considered consequential damages to the extent they result from a Party's
failure to fulfill its obligations in accordance with this Agreement:

(a) Reasonable costs of recreating or reloading any of D&B's information that is
lost or damaged;

(b)  Reasonable  costs of  implementing  a workaround in respect of a failure to
provide the Services;

(c)  Reasonable  costs of replacing  lost or damaged  equipment and software and
materials;

(d)  Reasonable  costs and  expenses  incurred  to  correct  errors in  software
maintenance and enhancements provided as part of the Services;

(e)  Reasonable  costs and  expenses  incurred to procure the  Services  from an
alternate source; and

(f) Reasonable straight time, overtime, or related expenses incurred by D&B or
its Affiliates, including overhead allocations for employees, wages and salaries
of additional personnel, travel expenses, telecommunication and similar charges
incurred due to the failure of CSC to provide the Services or incurred in
connection with (a) through (e) above.

Notwithstanding the foregoing, to the extent damages payable by D&B under this
Article 19 consist of compensation to CSC for work performed by CSC Personnel,
such compensation shall be calculated using the time and material rates provided
in Exhibit C-5 to Schedule C.

19.4     Duty to Mitigate.

         Each Party shall have a duty to mitigate damages for which the other
Party is responsible.

19.5     Force Majeure.

(a) Neither Party shall be liable for any default or delay in the performance of
its obligations under this Agreement (other than the obligations to pay amounts
due under this Agreement):

(i) if and to the extent such default or delay is caused, directly or
indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts
of terrorism, riots, labor strikes that do not involve personnel employed by
such Party, civil disorders, an order under the Defense Production Act, a Force
Majeure Event of a Approved Subcontractor to a Party provided that there is no
reasonably available alternate provider of the affected Services, or any other
cause beyond the reasonable control of such Party;

(ii) provided the non-performing Party is without fault in causing such default
or delay, and such default or delay could not have been prevented by reasonable
precautions and could not reasonably be circumvented by the non-performing Party
through the use of alternate sources, workaround plans or other means
(including, with respect to CSC, by CSC meeting its obligations for performing
disaster recovery services as provided in this Agreement)(each such event, a
Force Majeure Event ).

(b) The non-performing Party shall be excused from further performance or
observance of the obligations affected by a Force Majeure Event for as long as
such circumstances prevail and such Party continues to use Commercially
Reasonable Efforts to recommence performance or observance without delay. Any
Party so delayed in its performance shall immediately notify the Party to whom
performance is due by telephone (to be confirmed in writing within twenty-four
(24) hours of the inception of such delay) and describe at a reasonable level of
detail the circumstances causing such delay.

(c) If any Force Majeure Event affecting facilities, personnel, or other
resources under the control of CSC or any of its Affiliates or subcontractors
substantially prevents, hinders or delays performance of the Services necessary
for the performance of functions reasonably identified by D&B as critical for
more than three (3) consecutive calendar days or any material portion of the
Services for more than five (5) Business Days, then at D&B's option:

(i) D&B may procure such Services from an alternate source and provided that D&B
continues to pay CSC for the Services as provided in this Agreement, CSC shall
be liable for payment for such Services from the alternate source up to the
amount of the payments made by D&B to CSC, plus seventy-five percent (75%) of
the difference between the payments due to the alternate source and the payments
made by D&B to CSC for so long as the delay in performance shall continue but in
no event longer than twelve months; provided, however, that the seventy-five
percent (75%) amount described above shall instead be one hundred percent (100%)
if the delay is due to a CSC (including its Affiliates and its or their Approved
Subcontractors) labor disruption; or

(ii) upon CSC's failure to resume performance in accordance with this Agreement
within twenty-four (24) hours after written notice is given to CSC of D&B's
intent to terminate (A) D&B may terminate any portion of this Agreement so
affected and the Charges payable hereunder shall be equitably adjusted to
reflect those terminated Services; or (B) D&B may terminate this Agreement as of
a date specified by D&B in a written notice of termination to CSC, in either
case without payment of a termination charge or other liability. Notwithstanding
the foregoing, if D&B terminates this Agreement pursuant to this Section
19.5(c)(ii) effective during the first five (5) Contract Years D&B shall pay CSC
an amount equal to sixty percent (60%) of the otherwise applicable Termination
for Convenience Charge.

CSC shall not have the right to any additional payments from D&B for costs or
expenses incurred by CSC as a result of any Force Majeure Event.

20.      Dispute Resolution

         Any dispute between the Parties arising out of or relating to this
Agreement, including with respect to the interpretation of any provision of this
Agreement and with respect to the performance by CSC or D&B, shall be resolved
as provided in this Article 20.

20.1     Informal Dispute Resolution Process.

(a) Subject to Sections 20.1(b) and 20.1(c), the Parties initially shall attempt
to resolve their dispute informally, in accordance with the following:

(i) Upon the written notice by a Party to the other Party of a dispute ( Dispute
Date ), each Party shall appoint a designated representative who does not devote
substantially all of his or her time to performance under this Agreement, whose
task it will be to meet for the purpose of endeavoring to resolve such dispute.
(ii) The designated representatives shall meet as often as the Parties
reasonably deem necessary in order to gather and furnish to the other all
information with respect to the matter in issue which the Parties believe to be
appropriate and germane in connection with its resolution. The representatives
shall discuss the problem and attempt to resolve the dispute without the
necessity of any formal proceeding.

(iii) During the course of discussion, all reasonable requests made by a Party
to the other for non-privileged information, reasonably related to this
Agreement, shall be honored in order that a Party may be fully advised of the
other's position.

(iv) The specific format for the discussions  shall be left to the discretion of
the designated representatives.

(b) After twenty-five (25) days following the Dispute Date and prior to
commencement of any litigation as permitted under Section 20.1(c), either Party
may initiate mediation of the dispute by submitting to JAMS/Endispute (the
dispute mediation entity, DM ) and to the other Party a written request for
mediation, setting forth the subject of the dispute and the relief requested.
The Parties shall cooperate with DM and each other in the mediation process. The
mediation shall be conducted in accordance with the applicable practices and
procedures of DM. Upon commencement of litigation as permitted under Section
20.1(c), either Party, upon notice to DM and to the other Party, may terminate
the mediation process. Each Party shall bear its own expenses in the mediation
process and shall share equally the charges of DM.

(c) Litigation of a dispute may be commenced by either Party upon the earlier to
occur of any of the following:

(i) the designated  representatives  mutually conclude that amicable  resolution
through continued negotiation of the matter does not appear likely;

(ii) thirty-five (35) days have elapsed from the Dispute Date if neither Party
has requested mediation under Section 21.1(b), or sixty (60) days have elapsed
from the Dispute Date if either Party has requested mediation within thirty (30)
days of the Dispute Date (these periods shall be deemed to run notwithstanding
any claim that the process described in this Section 20.1 was not followed or
completed); or

(d) commencement of litigation is deemed appropriate by a Party to avoid the
expiration of an applicable limitations period or to preserve a superior
position with respect to other creditors, or a Party makes a good faith
determination, including as provided in Section 21.11 respecting D&B, that a
breach of the Agreement by the other Party is such that a temporary restraining
order or other injunctive relief is necessary.

20.2     Litigation.

         For all litigation which may arise with respect to this Agreement, the
Parties irrevocably and unconditionally submit (i) to the non-exclusive
jurisdiction and venue (and waive any claim of forum nonconvenience and any
objections as to laying of venue) of the United States District Court for the
District of New Jersey, Newark division or (ii) if such court does not have
subject matter jurisdiction, to the courts of the State of New Jersey located in
Union County with appropriate subject matter jurisdictions in connection with
any action, suit or proceeding arising out of or relating to this Agreement. The
Parties further consent to the jurisdiction of any state court located within a
district that encompasses assets of a Party against which a judgment has been
rendered for the enforcement of such judgment or award against the assets of
such Party. Each Party further waives personal service of any summons, complaint
or other process and agrees that the service thereof may be made by certified or
registered mail directed to such Party at such Party's address provided for
purposes of notices under this Agreement, provided that service occurs upon
actual receipt of the notice and that that no other applicable state or Federal
rule of civil procedure regarding jurisdiction or service of process is waived
or otherwise altered. In addition, each Party hereby waives its right to trial
by jury.

20.3     Continued Performance.

         Except as otherwise directed by the other Party, each Party shall
continue performing its obligations under this Agreement while a dispute is
being resolved except (and then only) to the extent the issue in dispute
precludes performance (dispute over payment shall not be deemed to preclude
performance) and without limiting either Party's right to terminate this
Agreement. In the event of a breach of this obligation by CSC (in addition to
all other remedies and rights and without the same constituting an election of
remedies), D&B shall be entitled to seek and obtain injunctive relief, without
posting bond or proving damages, in addition to all other remedies. Nothing
contained in this Section 20.3 shall be deemed to prevent a court from imposing
substantive provisions or requirements, such as payment for services rendered.

20.4     Governing Law.

         This Agreement and performance under it shall be governed by and
construed in accordance with the law of the State of New York without regard to
any portion of its choice of law principles that might provide for application
of a different jurisdiction's law. The Parties expressly intend to avail
themselves of the benefits of Section 5-1401 of the New York General Obligations
Law. The United Nations Convention on the International Sale of Goods shall not
apply to this Agreement.

21.      Termination

21.1     Termination For Cause By D&B.

(a) D&B may terminate this Agreement, either in whole or by affected Service
Tower (and, with respect to the Disaster Recovery Service Tower any Schedule
provided in Exhibit A-4), if CSC:

(i) commits a material breach of this Agreement which is capable of being cured
within thirty (30) days after notice of breach from D&B to CSC, and is not cured
in such thirty (30) day period;

(ii) commits a material breach of this Agreement which is not capable of being
cured within thirty (30) days after notice of breach from D&B to CSC but is
capable of being cured within sixty (60) days after such notice and fails to (A)
proceed promptly and diligently to correct the breach; (B) within thirty (30)
days following such notice develop a complete plan for curing the breach; and
(C) cure the breach within sixty (60) days of such notice;

(iii) commits a material breach of this Agreement that is not subject to cure
with due diligence within sixty (60) days after notice of breach from D&B to
CSC; or

(iv) commits numerous breaches of its duties or obligations which collectively
constitute a material breach of this Agreement which are not cured within thirty
(30) days notice from D&B (provided that only one such notice shall be required
in any twelve (12) month period, D&B may terminate without notice or opportunity
to cure for further breaches within such period).

(b) If D&B chooses to terminate this Agreement in part, the Charges payable
under this Agreement shall be equitably reduced to reflect those services that
are terminated.

(c) For the purposes of this Section 21.1 payment of monetary damages by CSC
shall not be deemed to cure a material breach by CSC of its obligations under
this Agreement.

21.2     Termination by CSC.

         If, and only if, D&B fails to pay CSC as set forth in Section 14.1 and
fails to make such payment within thirty (30) days of written notice from CSC of
the failure to make such payment, CSC may by giving written notice to D&B
terminate this Agreement as of a date specified in the notice of termination
which is at least thirty (30) days thereafter.

21.3     Termination for Convenience by D&B.

         D&B may terminate this Agreement, either in whole or by affected
Service Tower, for convenience and without cause at any time by giving CSC at
least six (6) months prior written notice designating the termination date. In
such event, D&B shall be liable to pay CSC on the effective date of termination
the applicable Termination for Convenience Charge specified in Schedule C, such
payment not being a condition precedent to the termination. If a purported
termination for cause by D&B is determined by a competent authority not to have
been properly a termination for cause, then such termination by D&B shall be
deemed to be a termination for convenience.

21.4     Termination for Change of Control by D&B.

(a) If (i) another entity not currently an Affiliate of D&B, directly or
indirectly, in a single transaction or series of related transactions, acquires
either Control of D&B or all or substantially all of the assets of D&B; or (ii)
D&B is merged with or into another entity, then, at any time within nine (9)
months after the last to occur of such events, D&B may terminate this Agreement
by (A) giving CSC at least ninety (90) days prior written notice and designating
a date upon which such termination shall be effective; and (B) paying to CSC on
the effective date of termination the applicable Termination for Change of
Control Charge specified in Schedule C (such payment not being a condition
precedent to the termination).

(b) If (i) another entity not currently an Affiliate of CSC, directly or
indirectly, in a single transaction or series of related transactions, acquires
either Control of CSC or all or substantially all of the assets of CSC; or (ii)
CSC is merged with or into another entity, then, at any time within nine (9)
months after the last to occur of such events, D&B may terminate this Agreement
by (A) giving CSC at least ninety (90) days prior written notice and designating
a date upon which such termination shall be effective; and (B) paying to CSC on
the effective date of termination the applicable Termination for Change of
Control Charge specified in Schedule C (such payment not being a condition
precedent to the termination).

21.5     Termination Due To Force Majeure Event.

         This Agreement may also be terminated in whole or part following a
Force Majeure Event as provided in Section 19.5(c).

21.6     Termination Due To CSC's Insolvency and Related Events.

         D&B may terminate this Agreement without liability if CSC (a) files any
petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed
against it which is not challenged in twenty (20) days and dismissed within
sixty (60) days; (c) becomes insolvent; (d) makes a general assignment for the
benefit of creditors; (e) admits in writing its inability to pay its debts as
they mature; or (f) has a receiver appointed for a substantial portion its
assets and the receivership is not released within sixty (60) days.

21.7     Termination Due To Unwind.

         This Agreement shall terminate if either party has elected to Unwind
prior to the Commencement Date as provided in Schedule M. In such event:

(a) D&B will reimburse CSC for any payments or commitments made after the
Effective Date to unaffiliated third parties by CSC or its Affiliates in the
ordinary course in anticipation of provision of the Services;

(b) Unless otherwise elected by CSC, D&B will assume any equipment leases
entered into after the Effective Date by CSC or its Affiliates with unaffiliated
third parties in the ordinary course in anticipation of provision of the
Services;

(c) CSC will reconvey to D&B any then-existing Existing Owned Equipment, subject
to any loss, damage, or destruction which may have occurred prior to such
reconveyance in exchange for a full refund of the entire price set forth in the
Bill of Sale. The reconveyance shall be AS-IS and subject to the warranty
disclaimer set forth in Section 16.10.

(d) Except as set forth herein or in any agreements executed pursuant hereto
each Party shall bear its own expenses in connection with a termination
resulting from an Unwind and neither party shall have any further liability to
the other under this Agreement.


21.8     Extension of Termination Effective Date.

         Except with respect to a termination due to an election by either Party
to Unwind, D&B may extend the effective date of termination/expiration a maximum
of three (3) times as it elects in its discretion, provided that the total of
all such extensions shall not exceed one hundred eighty (180) days following the
effective date of termination/expiration in place immediately prior to the
initial extension under this Section, on terms and conditions (including
Charges) then in effect. For any notice or notices of such extensions provided
to CSC within thirty (30) days of the then-scheduled date of
termination/expiration, D&B shall also reimburse CSC for additional
Out-of-Pocket Expenses caused by such notices.

21.9     Termination/Expiration Assistance.

(a) Except with respect to a termination due to an election by either Party to
Unwind, commencing six (6) months prior to expiration of this Agreement or on
such earlier date as D&B may request, or commencing upon a notice of non-renewal
or termination (including notice based upon default by D&B) of this Agreement or
of termination of any Former Affiliate Services or of one or more Service
`towers', and continuing through the effective date of expiration or, if
applicable, of termination of this Agreement (as such effective date may be
extended under this Agreement or as such period is extended pursuant to Section
21.8(b), CSC shall provide to D&B, or at D&B's request to D&B's designee, the
reasonable termination/expiration assistance requested by D&B to allow the
Services to continue without interruption or adverse effect and to facilitate
the orderly transfer of the Services to D&B or its designee (including a
competitor of CSC) ( Termination/Expiration Assistance ). Termination/Expiration
Assistance shall include the following:

(i) D&B or its designee shall be permitted to undertake, without interference
from CSC (other than standard internal postings of opportunities within CSC), to
hire any CSC employee primarily performing the Services as of the date of notice
of termination, or, in the case of expiration, within the six (6) month period
(or longer period requested by D&B) prior to expiration. However, within thirty
(30) days prior to expiration, CSC shall be permitted to propose alternative
positions within CSC to its current employees. CSC shall waive its rights, if
any, under contracts with CSC employees performing the Services restricting the
ability of such personnel to be recruited or hired by D&B or D&B's designee. D&B
or its designee shall have reasonable access to such personnel for interviews
and recruitment. If CSC is unable to obtain compliance with this provision from
its subcontractors, CSC shall so notify D&B and D&B may elect to approve the
subcontractor without requiring compliance with this provision, or may reject
the subcontractor;

(ii) except where the Parties have agreed otherwise in writing with respect to a
specific circumstance:

(A) CSC shall provide D&B will all licenses, sublicenses, and other rights to
use any Software to which D&B is entitled under this Agreement;

(B) at D&B's request, CSC shall (1) obtain any Required Consents pursuant to
Section 6.7 from third parties and thereafter assign to D&B or its designee
leases for some or all of the Equipment that was necessary as of the date of
termination/expiration of this Agreement primarily for providing the Services,
and D&B shall assume the obligations under such leases that relate to periods
after such date; and (3) sell to D&B or its designee, at CSC's then current book
value, taking into account any adjustments based on amounts paid or payable as
Termination Charges, some or all of the Equipment owned by CSC that, as of the
date of termination/expiration of this Agreement, was primarily used for
providing the Services. CSC shall also provide all user and other documentation
relevant to such Equipment which is in CSC's possession. D&B shall assume
responsibility under any maintenance agreements for such Equipment to the extent
such responsibilities relate to periods after the date of termination/expiration
of this Agreement; and

(C) CSC shall obtain any necessary rights and thereafter make available to D&B
or its designee, pursuant to reasonable terms and conditions, any third-party
services then being utilized by CSC in the performance of the Services including
services being provided through third-party service or maintenance contracts on
Equipment and Software. To the extent CSC has prepaid for third party services,
the benefit of which shall be received by D&B after the effective date of
termination or expiration of this Agreement, D&B shall reimburse CSC for the
portion of prepayment amount attributable to D&B after such date. CSC shall be
entitled to retain the right to utilize any such third-party services in
connection with the performance of services for any other CSC customer; and

(iii) CSC shall provide capacity planning, consulting services, facilities
planning, telecommunications planning, Software configuration, reviewing all
system Software with a new service provider, generating machine
readable/listings of source code, uploading production databases, providing
parallel processing, providing application software maintenance and support,
providing testing services, and providing Equipment where practical; provided
that such services are provided by the then assigned CSC Personnel and to the
extent that so doing does not adversely affect the ability of CSC to provide the
Services at the Performance Standards. If D&B requires CSC to provide services
that shall result in an adverse affect to the Performance Standards, CSC shall
so notify D&B. If D&B still requires CSC to provide such services, CSC shall be
excused from performing at the required Performance Standards for the affected
Services to the extent caused by such services. Following the Term such services
shall be provided at the rates specified in Schedule C.

(b) For twelve (12) months following the effective date of termination or
expiration of this Agreement, or of any Former Affiliate Service or individual
Service `tower', at D&B's request CSC shall continue to provide
Termination/Expiration Assistance. Actions by CSC under this Section shall be
subject to the other provisions of this Agreement. Charges for such activities
by CSC shall be at the T&M Rates, or other rates, as specified in Schedule C, as
applicable.

(c) As reasonably requested by D&B, CSC shall provide Termination/Expiration
Assistance for any Services that D&B reduces or terminates, or otherwise
withdrawals from CSC's scope, under this Agreement.

(d) If CSC has incorporated D&B's network into a CSC proprietary
telecommunications network, or has incorporated proprietary Software, Equipment
or other materials into D&B's network, then, at D&B's request, CSC will provide
up to two (2) years continued network services at the then current contract
rates for such service. This will permit D&B to establish its own network or
transfer to another vendor's network in an orderly manner.

21.10    Bid Assistance.

         In the process of evaluating whether to undertake or allow termination/
expiration or renewal of this Agreement, D&B may consider obtaining, or
determine to obtain, offers for performance of services similar to the Services
following termination/ expiration of this Agreement. As and when reasonably
requested by D&B for use in such a process, CSC shall provide to D&B such
information and other cooperation regarding performance of the Services as would
be reasonably necessary for a third party to prepare an informed, non-qualified
offer for such services, and for a third party not to be disadvantaged compared
to CSC if CSC were to be invited by D&B to submit a proposal. The types of
information and level of cooperation to be provided by CSC shall be no less than
those initially provided by D&B to CSC prior to commencement of this Agreement.
CSC's support in this respect shall include providing information regarding
Equipment, Software, staffing and other matters that CSC would otherwise provide
as part of Termination/Expiration Assistance. CSC shall provide such support at
no additional charge to the extent such support can be provided by CSC personnel
without materially affecting CSC's ability to meet the Performance Standards.
Any additional assistance shall be provided on a time and materials basis.

21.11    Equitable Remedies.

         CSC acknowledges that, if it breaches (or attempts or threatens to
breach) its obligation to provide Termination/Expiration Assistance, D&B shall
be irreparably harmed. In such a circumstance, D&B may proceed directly to
court. If a court of competent jurisdiction should find that CSC has breached
(or attempted or threatened to breach) any such obligations, CSC agrees that,
without any additional findings of irreparable injury or other procedural
requirements for injunctive relief (including the posting of bond), it shall not
oppose the entry of an appropriate order compelling performance by CSC and
restraining it from any further breaches (or attempted or threatened breaches).
Nothing contained in this Section 21.10 shall be deemed to prevent a court from
imposing substantive provisions or requirements, such as requiring payment for
services rendered.

22.      Compliance with Laws

22.1     Compliance with Laws and Regulations Generally.

(a) Each Party shall perform its obligations in a manner that complies with all
applicable national, federal, state, local laws, regulations, ordinances and
codes (including identifying and procuring required permits, certificates,
approvals and inspections). If a charge occurs of non-compliance of a Party with
any such laws, regulations, ordinances, or codes, the Party so charged shall
promptly notify the other Party of such charges in writing.

(b) To the extent that (i) D&B is not in compliance with a law, regulation,
ordinance, or code existing as of the Commencement Date, or (ii) a new or
changed law, regulation, ordinance, or code that applies specifically to the
business in which D&B is engaged (e.g., providing credit reporting and business
information for credit, marketing and purchasing decisions) and does not apply
to businesses generally, becomes effective after the Effective Date, any effort
necessary to bring the in-scope Equipment and facilities used by D&B immediately
prior to the Commencement Date into compliance with the law, regulation,
ordinance or code shall be performed as a Project and CSC's Charges shall be
equitably adjusted to reflect any ongoing increase in the cost of such
compliance. Such equitable adjustments shall take into account any cost
recovered from CSC's other customers under similar circumstances. For the
avoidance of doubt, compliance with any other new or changed law, regulation,
ordinance, or code shall be included in the Services and shall not be separately
chargeable to D&B.

22.2     Equal Employment Opportunity.

         CSC represents that it is, and during the Term shall remain, an equal
opportunity employer. CSC certifies that CSC does not, and shall not,
discriminate against its employees or applicants for employment on any legally
impermissible basis and is and shall remain in compliance with all applicable
national, federal, state, local laws, and regulations prohibiting
discrimination. CSC certifies in accordance with 41 CFR Chapter 60-1.8 that its
facilities are not segregated and that CSC complies with the Equal Opportunity
Clause (41 CFR ss.60-1.4), the Affirmative Action Clause for Handicapped Workers
(41 CFR ss.60-250.4), and the Affirmative Action Clause for Disabled Veterans
and Veterans of the Vietnam Era (41 CFR ss.60-741.4), which are incorporated in
this Agreement by reference.

22.3     Occupational Safety And Health Act.

         All work performed under this Agreement shall fully comply with the
provisions of the Federal Occupational Safety and Health Act of 1970 and with
any rules and regulations promulgated pursuant to the Act and any similar state
or local laws.

22.4     Gramm-Leach-Bliley Act and Similar Laws.

         As of the Effective Date, CSC shall comply with all applicable
national, federal, state or local laws, and rules and regulations of regulatory
agencies, protecting the confidential material and privacy rights of D&B, its
Affiliates, and/or their customers and consumers, including Title V of the
Gramm-Leach-Bliley Act, 15 USC ss.6801 et. seq. and the Economic Espionage Act,
18 USC ss.1831 et. seq. D&B has executed a `safe harbor' agreement with the
United States Department of Commerce under the European Data Privacy Directive.
If during the Term such agreement expires, is terminated, or (other than to due
to CSC's failure to comply with the requirements of Article 15 and Section 22.1)
becomes non-compliant with applicable law during the Term, and, if directed by
D&B, CSC incurs additional costs which are not covered by the charges for
additional Resource Units or as a Project then the Charges shall be equitably
adjusted to reflect any incremental costs incurred by CSC in taking actions
necessary to continue providing the Services and maintain compliance with the
directive.

22.5     Hazardous Products or Components.

         CSC agrees to notify D&B in writing and to supply an appropriate and
complete Material Safety Data Sheet to the D&B Contract Executive as well as to
the ship-to point, if any material to be brought onto D&B's premises is toxic or
hazardous under any federal, state or local law or if the material is capable of
constituting a hazard. CSC shall be responsible to ensure that all materials
display all reasonable notices and warnings of foreseeable hazards. If the
material is classified under the requirements of the OSHA Hazard Communication
Standard, 29 CFR ss.1910.1200, the name and address of the chemical manufacturer
or importer or other responsible parties must be marked on the label.
Appropriate hazard warnings specifying target organs must be on the label. If
any materials or containers would be or could be classified as hazardous or
otherwise regulated waste at the end of its useful life, CSC shall advise D&B in
writing and provide D&B with proper disposal instructions, although unless
otherwise provided herein, CSC shall be responsible for the disposal thereof in
compliance with all applicable laws and regulations.

22.6     Fair Labor Standards Act.

         CSC certifies to D&B that in the performance of this Agreement (a) it
shall comply with all applicable provisions of Section 6, 7, and 12 of the Fair
Labor Standards Act, 29 USC ss.ss. 201 - 219, as amended, and upon D&B's request
CSC shall provide any necessary certificates of compliance and (b) that there
shall be no violations by CSC of the `hot goods' or `hot cargo' provisions of
such Act.

22.7     Liens.

(a) CSC hereby waives and forever releases D&B and its Affiliates and their real
and personal property (whether owned or leased) from any past, present, or
future lien notices, lien claims, liens, encumbrances, security interests, or
other lien rights of any kind based, in whole or in part, on any Services
provided under this Agreement. CSC shall obtain and provide to D&B similar
waivers from all of CSC's subcontractors and suppliers. Nothing in this Section
22.7 shall apply to, or in any way be deemed to encumber, any of the rights CSC
and its subcontractors have in their own tangible personal and intellectual
property, nor act as a release of the underlying debt, if any.

(b) CSC shall indemnify and hold D&B and its affiliates harmless from and
against all liabilities, losses, damages, judgments, penalties, fees, costs, or
expenses (including reasonable attorney's fees) due to any and all lien notices,
lien claims, liens, encumbrances, security interests, or other lien rights of
any kind filed by any of CSC's subcontractors or suppliers, or by subcontractors
or suppliers of CSC's subcontractors, which in whole or in part, are based on
any work, Services, material, or equipment to be provided hereunder.

(c) If any lien claims or liens are filed against D&B or its Affiliates or its
or their real or personal property (whether owned or leased) by any of CSC's
subcontractors or suppliers at any tier, which are based on any work, Services,
materials, or equipment provided or to be provided hereunder, then at no cost or
expense to D&B, CSC shall promptly (and in any event within ten (10) days of
becoming aware thereof) either pay the claimant and obtain a discharge of lien
claim from the claimant or cause the lien claim to be discharged by filing a
surety bond or making a deposit of funds as required by law, and take all other
actions which may be necessary to resolve and discharge as of record any lien
claims or liens. If CSC fails to take such actions in a timely manner, without
waiving the breach D&B may do so without notice to CSC and CSC shall be
responsible for all costs (including attorney's fees) incurred by D&B in
connection therewith.

(d) At least ten (10) days prior to the performance of any work at D&B or its
Affiliates' premises, CSC shall provide D&B with an accurate and full list of
the names and addresses of each potential lien claimant. CSC shall be under a
continuing obligation to promptly update this list as necessary so as to
maintain its accuracy and completeness. In those jurisdictions where it is
possible to avoid the imposition of liens by the posting or filing of notices,
CSC shall promptly post and/or file such notices.

23.      General

23.1     Binding Nature and Assignment.

         This Agreement shall be binding on the Parties and their respective
successors and assigns. Neither Party may, or shall have the power to, assign
this Agreement without the prior written consent of the other, except that D&B
may assign its rights and obligations under this Agreement without the approval
of CSC to: (a) an entity which acquires all or substantially all of the assets
of D&B's line of business to which the Services relate; (b) to any Affiliate; or
(c) to the successor in a merger or acquisition of D&B; provided that (i) the
assignee assumes the obligations set forth in this Agreement; (ii) in no event
shall such assignment relieve D&B of its obligations under this Agreement; and
(iii) D&B may not make a partial assignment of this Agreement. Subject to the
foregoing, any assignment by operation of law, order of any court, or pursuant
to any plan of merger, consolidation or liquidation, shall be deemed an
assignment for which prior consent is required and any assignment made without
any such consent shall be void and of no effect as between the Parties. 23.2
Mutually Negotiated.

         Each Party acknowledges that the limitations and exclusions contained
in this Agreement have been the subject of active and complete negotiation
between the Parties and represent the Parties' agreement based upon the level of
risk to D&B and CSC associated with their respective obligations under this
Agreement and the payments to be made to CSC and credits to be issued to D&B
pursuant to this Agreement. The Parties agree that the terms and conditions of
this Agreement (including any perceived ambiguity in this Agreement) shall not
be construed in favor of or against any Party by reason of the extent to which
any Party or its professional advisors participated in the preparation of the
original or any further drafts of this Agreement as each Party has been
represented by counsel in its negotiation of this agreement and it represents
their mutual efforts.

23.3     Notices.

         All notices, requests, demands and determinations under this Agreement
(other than routine operational communications), shall be in writing and shall
be deemed duly given: (a) when delivered by hand, (b) on the designated day of
delivery after being timely given to an express overnight courier with a
reliable system for tracking delivery, (c) when sent by confirmed facsimile or
electronic mail with a copy sent by another means specified in this Section
23.3, or (d) six (6) days after the day of mailing, when mailed by United States
mail, registered or certified mail, return receipt requested and postage
prepaid, and addressed as follows:
<TABLE>
<S>                                                                   <C>

In the case of D&B:                                             with copies to:
until the D&B Corporate offices move to Short Hills,            until the D&B Corporate offices move to Short Hills,
New Jersey, to:                                                 New Jersey to:

Chief Information Officer                                       General Counsel
Dun & Bradstreet, Inc.                                          Dun & Bradstreet, Inc.
One Diamond Hill Road                                           One Diamond Hill Road
Murray Hill, New Jersey  07974                                  Murray Hill, New Jersey  07974

after the D&B Corporate offices move to Short Hills,            after the D&B Corporate offices move to Short Hills,
New Jersey, to:                                                 New Jersey, to:

Chief Information Officer                                       General Counsel
Dun & Bradstreet, Inc.                                          Dun & Bradstreet, Inc.
103 JFK Parkway                                                 103 JFK Parkway
Short Hills, New Jersey  07078                                  Short Hills, New Jersey  07078

                                                                And, in the case
                                                                of notices of
                                                                renewal,
                                                                default, or
                                                                termination, to:

                                                                ShawPittman LLP
                                                                2300  N  Street
                                                                Washington, DC  20037
                                                                Attention: James L. Alberg, Esq.

In the case of CSC to:                                          with copies to:

Mr. Jim Cook                                                    Hayward D. Fisk, Esq.
President, Financial Services Group                             Vice President and General Counsel
Computer Sciences Corporation                                   Computer Sciences Corporation
3170 Fairview Park Drive                                        2100 East Grand Avenue
Fairfax, Virginia  22042                                        El Segundo, California  90245
</TABLE>

A Party may from time to time change its address or designee for notification
purposes by giving the other prior written notice of the new address or designee
and the date upon which it will become effective. Because facsimile numbers and
email addresses may change over time and facsimile transmissions and emails may
not be treated with the same degree of seriousness as more formal
communications, notices given by facsimile or email shall only be deemed
effective if responded to by the intended recipient (or his or her successor).

23.4     Counterparts.

         This Agreement may be executed in several counterparts, all of which
taken together shall constitute but one single agreement between the Parties.

23.5     Headings.

         The section headings and the table of contents used in this Agreement
are for reference and convenience only and shall not enter into the
interpretation of this Agreement.

23.6     Relationship of Parties.

         CSC, in furnishing the Services, is acting as an independent
contractor, and CSC has the sole right and obligation to supervise, manage,
contract, direct, procure, perform or cause to be performed, all work to be
performed by CSC under this Agreement. No contract of agency and no joint
venture is intended to be created hereby. CSC is not an agent of D&B and has no
authority to represent D&B as to any matters, except as expressly authorized in
this Agreement. None of CSC's employees shall be deemed employees of D&B and CSC
shall be responsible for reporting and payment of all wages, unemployment,
social security and other payroll taxes, including contributions from them when
required by law. Neither Party shall have actual, potential or any other control
over the other Party or its employees.

23.7     Severability.

         If any provision of this Agreement conflicts with the law under which
this Agreement is to be construed or if any such provision is held invalid by a
competent authority, such provision shall be deemed to be restated to reflect as
nearly as possible the original intentions of the Parties in accordance with
applicable law. The remainder of this Agreement shall remain in full force and
effect.

23.8     Consents and Approvals.

         Where approval, acceptance, consent or similar action by either Party
is required under this Agreement, such action shall not be unreasonably delayed
or, except where expressly provided as being in the discretion of a Party,
withheld. Each Party shall, at the request of the other Party, perform those
actions, including executing additional documents and instruments, reasonably
necessary to give full effect to the terms of this Agreement.

23.9     Waiver of Default.

         A delay or omission by either Party in any one or more instances to
exercise any right or power under this Agreement shall not be construed to be a
waiver thereof. A waiver by either of the Parties of any of the covenants to be
performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach thereof or of any other covenant herein
contained.

23.10    Cumulative Remedies.

         Except as otherwise expressly provided in this Agreement, including
without limitation the Liability Restrictions set forth in Section 19.2, all
remedies provided for in this Agreement shall be cumulative and in addition to
and not in lieu of any other remedies available to either Party at law or in
equity.

23.11    Survival.

         Any provision of this Agreement which contemplates performance or
observance subsequent to termination or expiration of this Agreement shall
survive termination or expiration of this Agreement and continue in full force
and effect.

23.12    Public Disclosures.

         All media releases, public announcements and public disclosures by
either Party relating to this Agreement or the subject matter of this Agreement,
including promotional or marketing material, but not including announcements
intended solely for internal distribution or disclosures to the extent required
to meet legal or regulatory requirements beyond the reasonable control of the
disclosing Party, shall be coordinated with and approved by the other Party
prior to release.

23.13    Service Marks.

         A Party shall not, without the other Party's prior written consent,
which may be withheld in the other Party's sole discretion, use the name,
service marks or trademarks of the other Party's consent.

23.14    Third Party Beneficiaries.

         Except for rights created under the indemnity section of this
Agreement, this Agreement is entered into solely between, and may be enforced
only by, D&B and CSC, and this Agreement shall not be deemed to create any
rights in third parties, including suppliers and customers of a Party, or to
create any obligations of a Party to any such third parties.

23.15    Nonsolicitation of Employees.

         Subject to D&B's right to recruit CSC Personnel when transitioning
Services from CSC to a third party or back in-house, from the Effective Date
until six (6) months after completion of its obligations under this Agreement a
Party shall not directly or indirectly solicit or seek to procure (other than by
general advertising), without the prior written consent of the other Party, (a)
in the case of D&B, the employment of CSC's employees engaged in the provision
of the Services during the period they are so engaged and for six (6) months
thereafter; and (b) in the case of CSC, D&B's employees engaged in the provision
of its information systems during the period they are so engaged and for six (6)
months thereafter.

23.16    Covenant of Good Faith.

         Each Party in its respective dealings with the other Party under or in
connection with this Agreement, shall act reasonably, except to the extent
otherwise provided in Section 23.8, and in good faith.

23.17    Entire Agreement; Amendment.

         This Agreement, including any Schedules referred to in this Agreement
and attached to this Agreement, each of which is incorporated in this Agreement
for all purposes, constitutes the entire agreement between the Parties with
respect to the subject matter contained in this Agreement and supersedes all
prior agreements, whether written or oral, with respect to such subject matter.
Neither the course of dealings between the Parties nor trade practices shall act
to modify, vary, supplement, explain or amend this Agreement. If either Party
issues any purchase order, terms or conditions, or other form, it shall be
deemed solely for the administrative convenience of that Party and not binding
on the other Party, even if acknowledged or acted upon. No change, waiver, or
discharge hereof shall be valid unless in writing and signed by an authorized
representative of the Party against which such change, waiver or discharge is
sought to be enforced. There are no promises, representations, warrantees, or
other commitments relied upon by either Party which are not expressly set forth
in this Agreement.



         IN WITNESS WHEREOF, the parties have each caused this Agreement to be
signed and delivered by its duly authorized officer, all as of the Effective
Date.

Computer Sciences Corporation                   Dun & Bradstreet, Inc.


By: /s/ Clay K. Hamby                          By: /s/ Cynthia R. Hamburger
    -----------------                                  ------------------------
        Clay K. Hamby                                  Cynthia R. Hamburger
        Vice President                                 Senior Vice President &
                                                       Chief Technology Officer



</TEXT>
</DOCUMENT>
