WITHOUT LIMITATION, (X) ACCENTURE'S PRACTICES AND PROCEDURES, AND (Y)
THE ADEQUACY OF GENERAL CONTROLS (E.G., ORGANIZATIONAL CONTROLS, INPUT/OUTPUT
CONTROLS, SYSTEM MODIFICATION CONTROLS, PROCESSING CONTROLS, SYSTEM DESIGN
CONTROLS, AND ACCESS CONTROLS), CHANGE MANAGEMENT CONTROLS (ACQUISITION,
IMPLEMENTATION AND MONITORING), AND SECURITY PRACTICES AND PROCEDURES.
HAWAIIAN
TELCOM SHALL BE RESPONSIBLE FOR ITS COSTS AND EXPENSES (INCLUDING THE COSTS AND
EXPENSES OF ITS AUDITORS AND CONSULTANTS) IN CONNECTION WITH PERFORMING ANY SUCH
AUDITS OR REVIEWS.
ACCENTURE SHALL PROVIDE SUCH SUPPORT FOR AUDITS CONDUCTED
PURSUANT TO SECTION 13(A)(I) AT NO CHARGE.
AUDITS CONDUCTED PURSUANT TO SECTION
13(A)(II) HEREIN MAY BE CONDUCTED AT NO CHARGE NO MORE FREQUENTLY THAN ANNUALLY,
UNLESS MATERIAL ISSUES ARE DISCOVERED, IN WHICH CASE HAWAIIAN TELCOM MAY PERFORM
ADDITIONAL AUDITS AT NO CHARGE TO MONITOR AND VERIFY THE RESOLUTION OF SUCH
ISSUES.
IF HAWAIIAN TELCOM ELECTS TO PERFORM ADDITIONAL AUDITS UNDER SECTION
13(A)(II), ANY ASSISTANCE REQUIRED BY ACCENTURE (WHICH ACCENTURE IS NOT
OTHERWISE OBLIGATED TO PROVIDE) SHALL BE SUBJECT TO SECTION 4.2(D) (E.G., THE
CHARGES WILL BE EQUITABLY ADJUSTED IF AND TO THE EXTENT PROVIDED FOR IN SECTION
4.2(D)), PROVIDED, HOWEVER, THAT THERE WILL BE NO CHARGE IF ANY SUCH AUDIT
IDENTIFIES A FAILURE OF ACCENTURE TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER IN
A MATERIAL RESPECT.
(B)
ACCENTURE SHALL PROVIDE AN ANNUAL TYPE 2
STATEMENT ON AUDITING STANDARDS ("SAS") 70 TO HAWAIIAN TELCOM FOR THE ACCENTURE
SERVICE LOCATIONS FROM WHERE SERVICES IDENTIFIED IN ONE OR MORE STATEMENTS OF
WORK OR WORK ORDERS ARE PROVIDED, AT NO COST TO HAWAIIAN TELCOM.
THE SCOPE OF
THESE REPORTS SHALL BE THE COMMON CONTROLS THAT SUPPORT MULTIPLE CLIENTS SERVED
FROM ACCENTURE DELIVERY CENTERS.
THE CONTROL OBJECTIVES ARE BASED UPON GUIDANCE
FROM THE INFORMATION TECHNOLOGY GOVERNANCE INSTITUTE.
THE REPORTING PERIOD FOR
SUCH ANNUAL SAS 70 SHALL BE FROM APRIL 1 TO OCTOBER 1 OF EACH CALENDAR YEAR,
WITH AN
37
ESTIMATED DELIVERY DATE OF APPROXIMATELY NOVEMBER 1, BUT NO LATER THAN NOVEMBER
15.
HAWAIIAN TELCOM AND ITS EXTERNAL AUDITOR WILL BE PROVIDED COPIES OF
RELEVANT REPORTS UPON ISSUANCE.
HAWAIIAN TELCOM AGREES THAT ITS DATA MAY BE
USED AS A SAMPLE CLIENT FOR THE PURPOSES OF TESTING.
IN ADDITION TO SUCH ANNUAL
SAS 70 REPORT, HAWAIIAN TELCOM, AT ITS OWN EXPENSE, MAY FURTHER AUDIT ACCENTURE
(EITHER THE HAWAIIAN TELCOM STAND-ALONE FACILITY OR THE COMMON ACCENTURE
DELIVERY CENTER LOCATED IN MANILA) IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE
XIII.
TO THE EXTENT HAWAIIAN TELCOM REQUESTS A CLIENT-SPECIFIC SAS 70 REPORT,
ACCENTURE WILL CONTRACT WITH A BIG 4 ACCOUNTING FIRM TO PERFORM A
CLIENT-SPECIFIC SAS 70 AUDIT, AND HAWAIIAN TELCOM WILL PAY THE ACCOUNTING FIRM'S
FEES AND EXPENSES.
FOR SUCH CLIENT-SPECIFIC SAS 70 AUDIT, HAWAIIAN TELCOM MAY
ESTABLISH THE SCOPE, CONTROL OBJECTIVES, FREQUENCY AND REPORTING PERIODS.
13.2
Financial Audits.
(A)
IN ORDER TO DOCUMENT THE SERVICES AND THE
CHARGES PAID OR PAYABLE BY HAWAIIAN TELCOM UNDER THIS AGREEMENT, ACCENTURE SHALL
RETAIN ITS STANDARD RECORDS AND SUPPORTING DOCUMENTATION FOR AT LEAST THREE (3)
YEARS.
(B)
SUBJECT TO THE PROVISIONS OF SECTION 13.3,
ACCENTURE SHALL PROVIDE TO SUCH AUDITORS