HAS THE REQUISITE CORPORATE POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO FULFILL ALL OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, INCLUDING, IN THE CASE OF ACCENTURE, DELIVERING THE
SERVICES; AND
(II)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT DOES NOT VIOLATE ANY JUDGMENT, ORDER OR DECREE; ANDTHE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT DOES NOT CONSTITUTE A MATERIAL
DEFAULT UNDER ANY MATERIAL CONTRACT BY WHICH SUCH PARTY OR ITS AFFILIATES OR ANY
OF THE SAME'S MATERIAL ASSETS ARE BOUND, OR AN EVENT THAT WOULD, WITH NOTICE OR
LAPSE OF TIME OR BOTH, CONSTITUTE SUCH A DEFAULT.
30
(F)
INDUCEMENTS.
(I)
EACH PARTY REPRESENTS AND WARRANTS TO
THE OTHER PARTY THAT IT HAS NOT VIOLATED ANY APPLICABLE LAWS REGARDING THE
OFFERING OF UNLAWFUL INDUCEMENTS IN CONNECTION WITH THIS AGREEMENT.
(II)
ACCENTURE REPRESENTS THAT IT HAS NOT PAID
OR CAUSED TO BE PAID ANY AMOUNTS, OR GIVEN OR CAUSED TO BE GIVEN ANY GIFTS, TO
ANY GOVERNMENT AGENT, OFFICIAL OR EMPLOYEE IN CONTRAVENTION OF APPLICABLE
GOVERNMENT PROCUREMENT LAWS FOR THE PURPOSE OF INFLUENCING ANY DECISIONS IN
CONNECTION WITH THE SERVICES.
(G)
INFRINGEMENT.
EACH PARTY REPRESENTS AND
WARRANTS THAT AS OF THE EXECUTION OF EACH SOW, EXCEPT TO THE EXTENT EXPRESSLY
NOTED OTHERWISE IN SUCH SOW, TO ITS KNOWLEDGE, ANY DELIVERABLES AND TECHNICAL
ELEMENTS PROVIDED BY SUCH PARTY THEREUNDER WILL NOT INFRINGE UPON OR
MISAPPROPRIATE ANY PATENTS VALIDLY ISSUED AS OF THE EFFECTIVE DATE OF THE SOW
(BUT ONLY WITH RESPECT TO PATENT RIGHTS IN THE COUNTRIES FROM WHICH THE SERVICE
IS BEING PROVIDED), OR A THIRD PARTY'S TRADEMARKS, COPYRIGHTS, OR TRADE SECRETS.
(H)
VERIZON SOFTWARE.
HAWAIIAN TELCOM
REPRESENTS, WARRANTS AND COVENANTS THAT THE "SOFTWARE," "VERIZON DELIVERABLE"
AND "VERIZON PROPRIETARY SOFTWARE" (EACH AS DEFINED IN THE VERIZON SUBLICENSE
AGREEMENT) DELIVERED OR MADE AVAILABLE TO ACCENTURE IS IN THE FORM AND CONTENT
AS IT WAS PROVIDED TO HAWAIIAN TELCOM PURSUANT TO THE SDLA OR THE SLA (AS
DEFINED IN THE VERIZON SUBLICENSE AGREEMENT), AS MODIFIED BY HAWAIIAN TELCOM
THEREUNDER.
(I)
DISCLAIMER
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 10.1, THE PARTIES MAKE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER,
INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANT­ABILITY, INFORMATIONAL
CONTENT, SYSTEMS INTEGRATION, NON-INFRING­EMENT, INTERFERENCE WITH ENJOYMENT, OR
RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE, SOFTWARE, HARDWARE,
DELIVERABLES, WORK PRODUCT OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT.
ACCENTURE EXPRESSLY DISCLAIMS ANY WARRANTY OF THE ACCURACY OR COMPLETENESS OF
DATA, OPERATION­AL CRITERIA OR PARAMETERS PROVIDED BY HAWAIIAN TELCOM.
ACCENTURE DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF ANY SOFTWARE SHALL
BE UNINTERRUPTED OR ERROR FREE.
ACCENTURE WILL NOT BE RESPONSIBLE FOR ERRORS IN
THE CODE FOR IN-SCOPE APPLICATIONS WHERE ACCENTURE DOES NOT HAVE ACCESS TO, AND
THE RIGHT AND OBLIGATION TO MODIFY,
SUCH CODE.
10.2
Covenants.
(A)
VIRUSES.
(I)
ACCENTURE SHALL USE REASONABLE EFFORTS
TO PROTECT AGAINST FORMS OF HARMFUL OR SURREPTITIOUS CODE ("VIRUSES") BEING
INTRODUCED BY ACCENTURE INTO THE SYSTEM OR ANY ACCENTURE SYSTEMS USED TO PROVIDE
THE SERVICES IDENTIFIED IN ONE OR MORE