TELCOM OR A HAWAIIAN TELCOM AFFILIATE THAT HAWAIIAN
TELCOM MAKES AVAILABLE, OR IS REQUIRED TO MAKE AVAILABLE, TO ACCENTURE FOR USE
IN CONNECTION WITH THE SERVICES, TOGETHER WITH ANY ENHANCEMENTS, UPGRADES OR
MODIFICATIONS THERETO.
HAWAIIAN TELCOM SHALL MAKE AVAILABLE TO ACCENTURE
HAWAIIAN TELCOM-OWNED TECHNICAL ELEMENTS IDENTIFIED IN EXHIBIT F (RESOURCES).
HAWAIIAN TELCOM GRANTS ACCENTURE (AND ITS SUBCONTRACTORS) A FULLY PAID-UP,
ROYALTY FREE, LIMITED, NONEXCLUSIVE RIGHT DURING THE TERM AND THE TERMINATION
ASSISTANCE PERIOD TO USE, COPY, MODIFY, AND CREATE DERIVATIVE WORKS OF, THE
HAWAIIAN TELCOM-OWNED TECHNICAL ELEMENTS FOR THE SOLE PURPOSE OF PROVIDING THE
SERVICES TO HAWAIIAN TELCOM AND ITS AFFILIATES.
(D)
MEDIA.
THE HAWAIIAN TELCOM-PROVIDED
TECHNICAL ELEMENTS SHALL BE MADE AVAILABLE TO ACCENTURE IN SUCH FORM AND ON SUCH
MEDIA AS THEY EXIST AT THE RELEVANT TIME (TOGETHER WITH, IN THE CASE OF HAWAIIAN
TELCOM-PROVIDED SOFTWARE, THE AVAILABLE THEN-CURRENT RELATED DOCUMENTATION).
(E)
OWNERSHIP.
AS BETWEEN HAWAIIAN TELCOM AND
ACCENTURE, HAWAIIAN TELCOM SHALL RETAIN ALL RIGHT, TITLE AND INTEREST IN AND TO
THE HAWAIIAN TELCOM TECHNICAL ELEMENTS AND SUCH TECHNICAL ELEMENTS SHALL BE
DEEMED TO BE IN THE POSSESSION, CARE, CUSTODY AND CONTROL OF HAWAIIAN TELCOM.
(F)
DELIVERABLES.
OWNERSHIP OF DELIVERABLES
WILL BE AS SET FORTH IN SECTION 12.1.
6.4
General Terms; Hawaiian Telcom Warranty
Disclaimer.
(A)
RESOURCE RESPONSIBILITY.
EXCEPT FOR THE
HAWAIIAN TELCOM FACILITIES, HAWAIIAN TELCOM-PROVIDED EQUIPMENT, HAWAIIAN
TELCOM-PROVIDED TECHNICAL ELEMENTS AND ANY OTHER RESOURCES WHICH HAWAIIAN TELCOM
IS OBLIGATED HEREUNDER TO MAKE AVAILABLE TO ACCENTURE FOR USE IN CONNECTION WITH
THE SERVICES (COLLECTIVELY, "HAWAIIAN TELCOM RESOURCES"), ACCENTURE WILL BE
RESPONSIBLE FOR PROVIDING ANY AND ALL OTHER RESOURCES NECESSARY FOR ACCENTURE TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING EQUIPMENT, SOFTWARE,
PERSONNEL, FACILITIES, TELECOMMUNICATIONS ASSETS AND OTHER SUCH RESOURCES
("ACCENTURE RESOURCES").
FOR THE AVOIDANCE OF DOUBT, ACCENTURE IS NOT OBLIGATED
TO PROVIDE ANY INFRASTRUCTURE ELEMENTS UNDER THIS AGREEMENT.
15
(B)
CEASING USE OF HAWAIIAN TELCOM RESOURCES.
ACCENTURE WILL CEASE USING ANY PARTICULAR HAWAIIAN TELCOM RESOURCES UPON THE
EARLIER OF (I) HAWAIIAN TELCOM'S NOTICE TO DO SO, OR (II) ACCENTURE'S NO LONGER
NEEDING TO USE SUCH HAWAIIAN TELCOM RESOURCE IN ORDER TO PROVIDE THE SERVICES,
BUT IN NO EVENT LATER THAN THE END OF THE TERM OR THE RELEVANT TIME DURING THE
TERMINATION ASSISTANCE PERIOD (IF SUCH USE IS NEEDED IN ORDER TO PROVIDE THE
TERMINATION ASSISTANCE), AS APPLICABLE.
TO THE EXTENT ACCENTURE IS REQUIRED TO
CEASE USING ANY HAWAIIAN TELCOM RESOURCE UNDER CLAUSE (I) OF THIS SECTION 6.4(B)
WITHOUT BEING PROVIDED AT THE SAME TIME WITH A FUNCTIONALLY EQUIVALENT RESOURCE
BY HAWAIIAN TELCOM READY FOR ACCENTURE'S USE AND SUCH WITHDRAWAL IS REASONABLY
LIKELY TO ADVERSELY AFFECT ACCENTURE'S ABILITY TO PERFORM ITS OBLIGATIONS,
ACCENTURE WILL BE EXCUSED FROM PERFORMANCE FAILURES TO THE EXTENT PROVIDED FOR
IN, AND SUBJECT TO ACCENTURE'S COMPLIANCE WITH THE PROCESS SET FORTH IN, SECTION
3.8.
(C)
DISCLAIMER.
THE HAWAIIAN TELCOM RESOURCES
SHALL BE PROVIDED ON AN "AS IS, WHERE IS" BASIS.
EXCEPT FOR SECTION 10.1,
HAWAIIAN TELCOM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR OTHERWISE,
WITH RESPECT TO SUCH RESOURCES, INCLUDING WITH RESPECT TO (A)