THE HAWAIIAN
TELCOM ACCOUNT PENDING THE COMPLETION OF THE INVESTIGATION.
IF SUCH
INVESTIGATION REVEALS ACTUAL MISCONDUCT, ACCENTURE WILL IMMEDIATELY REMOVE THE
ACCENTURE PERSONNEL FROM THE HAWAIIAN TELCOM ACCOUNT.
(D)
IF HAWAIIAN TELCOM REASONABLY DETERMINES,
LAWFULLY AND IN GOOD FAITH, THAT AN ACCENTURE PERSONNEL IS PERFORMING IN AN
UNACCEPTABLE MANNER, HAWAIIAN TELCOM MAY REQUEST THE REMOVAL OF SUCH ACCENTURE
PERSONNEL FROM THE HAWAIIAN TELCOM ACCOUNT, WITH SUCH REQUEST TO INCLUDE A
CONFIDENTIAL DESCRIPTION OF THE REASONS WHY THE REMOVAL IS NEEDED.
WITHIN FIVE
(5) BUSINESS DAYS OF RECEIVING SUCH REQUEST, ACCENTURE SHALL INVESTIGATE THE
MATTERS FORMING THE BASIS OF SUCH REQUEST.
ACCENTURE SHALL, WITHIN FIVE (5)
BUSINESS DAYS AFTER THE CONCLUSION OF THE INVESTIGATION, PROPOSE A PLAN TO
EITHER CURE AND PREVENT A RECURRENCE OF THE PERFORMANCE IN AN UNACCEPTABLE
MANNER.
IF HAWAIIAN TELCOM DOES NOT IN GOOD FAITH AGREE THAT SUCH PLAN IS
LIKELY TO EITHER CURE AND PREVENT A RECURRENCE OF THE PERFORMANCE IN AN
UNACCEPTABLE MANNER, AND DIRECTS ACCENTURE TO REMOVE SUCH INDIVIDUAL FROM THE
HAWAIIAN TELCOM ACCOUNT, ACCENTURE WILL PROMPTLY DO SO.
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(E)
IN THE EVENT OF REMOVAL OF AN ACCENTURE
PERSONNEL UNDER SECTION 8.5(C) OR (D), ACCENTURE SHALL REPLACE HIM OR HER WITH
AN INDIVIDUAL MEETING THE REQUIREMENTS OF SECTION 10.1(A).
(F)
HAWAIIAN TELCOM WILL NOT USE ITS RIGHTS
UNDER SECTION 8.5(D) IN BAD FAITH OR FOR THE PURPOSE OF PREVENTING ACCENTURE
FROM MEETING ITS OBLIGATIONS UNDER THIS AGREEMENT.
8.6
Background Checks.
Prior to assigning any
Accenture Personnel to perform the Services, all such Accenture Personnel shall
be subject tothe Accenture Background Investigations and Examinations Policies &
Standards, as described in Exhibit J.
8.7
Reports.
The Parties shall establish an
appropriate set of periodic reports regarding the provision of the Steady State
Services by Accenture to be delivered by Accenture to Hawaiian Telcom from time
to time under this Agreement, which shall include reports that are reasonably
necessary to monitor Accenture's performance of the Services to ensure they are
being provided for in accordance with the terms of this Agreement (collectively,
"Reports").
Accenture will provide each Report in both an electronic and, as
requested by Hawaiian Telcom, hard copy version.
8.8
Meetings and Conference Calls.
The Parties
shall determine an appropriate set of periodic meetings or telephone conference
calls to be held between representatives of Hawaiian Telcom and Accenture.
Such
meetings shall include the following:
(A)
A WEEKLY MEETING AMONG THE HAWAIIAN TELCOM
ACCOUNT REPRESENTATIVE, THE ACCENTURE ACCOUNT REPRESENTATIVE AND ANY OTHER
APPROPRIATE OPERATIONAL PERSONNEL TO DISCUSS DAILY PERFORMANCE AND PLANNED OR
ANTICIPATED ACTIVITIES THAT MAY ADVERSELY AFFECT PERFORMANCE OF THE SERVICES OR
ANY CHANGES;
(B)
A MONTHLY MANAGEMENT MEETING OF THE SERVICE
MANAGEMENT STEERING COMMITTEE; AND
(C)
A QUARTERLY MANAGEMENT MEETING TO REVIEW
RELEVANT SERVICE PERFORMANCE AND OTHER ISSUES.
Each Party shall communicate its objectives or publish its proposed agenda for
any meeting sufficiently in advance of the meeting to allow meeting participants
a reasonable opportunity to prepare.
8.9
Accenture Subcontractors.
(A)
EXCEPT AS PROVIDED IN SECTION 8.9(B) BELOW,
ACCENTURE SHALL NOT SUBCONTRACT