A PARTY'S OBLIGATIONS UNDER THIS AGREEMENT,
EACH PARTY SHALL (EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT) RETURN OR
DESTROY, AS THE OWNER MAY DIRECT, ALL DOCUMENTATION IN ANY MEDIUM THAT CONTAINS
THE OTHER PARTY'S CONFIDENTIAL INFORMATION, AND RETAIN NO COPIES; PROVIDED,
HOWEVER, EITHER PARTY MAY RETAIN COPIES OF THE CONFIDENTIAL INFORMATION OF THE
OTHER PARTY TO THE EXTENT REQUIRED FOR (I) IN THE CASE OF ACCENTURE, COMPLIANCE
WITH APPLICABLE PROFESSIONAL STANDARDS OR QUALITY ASSURANCE PURPOSES AND (II) IN
THE CASE OF HAWAIIAN TELCOM, ITS CONTINUING OPERATIONS OR INTERNAL BUSINESS
PURPOSES.
33
(D)
THIS SECTION 11.1 SHALL NOT APPLY TO ANY
PARTICULAR INFORMATION THAT EITHER PARTY CAN DEMONSTRATE (I) WAS, AT THE TIME OF
DISCLOSURE TO IT, IN THE PUBLIC DOMAIN; (II) AFTER DISCLOSURE TO IT, IS
PUBLISHED OR OTHERWISE BECOMES PART OF THE PUBLIC DOMAIN THROUGH NO FAULT OF THE
RECEIVING PARTY; (III) WAS IN THE POSSESSION OF THE RECEIVING PARTY AT THE TIME
OF DISCLOSURE TO IT AND WAS NOT THE SUBJECT OF A PRE-EXISTING CONFIDENTIALITY
OBLIGATION; (IV) WAS RECEIVED AFTER DISCLOSURE TO IT FROM A THIRD PARTY WHO HAD
A LAWFUL RIGHT TO DISCLOSE SUCH INFORMATION (WITHOUT CORRESPONDING
CONFIDENTIALITY OBLIGATIONS) TO IT; OR (V) WAS INDEPENDENTLY DEVELOPED BY OR FOR
THE RECEIVING PARTY WITHOUT USE OF THE CONFIDENTIAL INFORMATION OF THE
DISCLOSING PARTY.
IN ADDITION, A PARTY SHALL NOT BE CONSIDERED TO HAVE BREACHED
ITS OBLIGATIONS UNDER THIS SECTION 11.1 FOR DISCLOSING CONFIDENTIAL INFORMATION
OF THE OTHER PARTY TO THE EXTENT REQUIRED TO SATISFY ANY LEGAL REQUIREMENT OF A
COMPETENT GOVERNMENTAL AUTHORITY, PROVIDED THAT (1) PROMPTLY UPON RECEIVING ANY
SUCH REQUEST AND TO THE EXTENT THAT IT MAY LEGALLY DO SO, SUCH PARTY ADVISES THE
OTHER PARTY PRIOR TO MAKING SUCH DISCLOSURE IN ORDER THAT THE OTHER PARTY MAY
OBJECT TO SUCH DISCLOSURE, TAKE ACTION TO ENSURE CONFIDENTIAL TREATMENT OF THE
CONFIDENTIAL INFORMATION, OR TAKE SUCH OTHER ACTION AS IT CONSIDERS APPROPRIATE
TO PROTECT THE CONFIDENTIAL INFORMATION, AND (2) WHEN DISCLOSING CONFIDENTIAL
INFORMATION FOR THE PURPOSE OF SATISFYING SUCH LEGAL REQUIREMENTS, THE PARTY
LEGALLY REQUIRED TO DISCLOSE REDACTS ALL CONFIDENTIAL INFORMATION WHICH IT, IN
GOOD FAITH CONSULTATION WITH THE OTHER PARTY, REASONABLY DETERMINES ARE NOT
REQUIRED TO BE DISCLOSED TO SATISFY THE LEGAL REQUIREMENTS.
11.2
Hawaiian Telcom Data.
(A)
AS BETWEEN THE PARTIES, HAWAIIAN TELCOM
SHALL BE THE SOLE AND EXCLUSIVE OWNER OF ALL HAWAIIAN TELCOM DATA.
ACCENTURE
WILL NOT POSSESS OR ASSERT, AND WILL CONTRACTUALLY REQUIRE THAT ITS
SUBCONTRACTORS DO NOT POSSESS OR ASSERT, ANY LIEN OR OTHER RIGHT OR INTEREST
AGAINST OR TO ANY HAWAIIAN TELCOM DATA. ACCENTURE SHALL UTILIZE THE HAWAIIAN
TELCOM DATA SOLELY FOR PURPOSES OF THIS AGREEMENT AND SHALL NOT SELL, ASSIGN,
LEASE OR OTHERWISE COMMERCIALLY EXPLOIT THE HAWAIIAN TELCOM DATA.
HAWAIIAN
TELCOM DATA SHALL BE DEEMED HAWAIIAN TELCOM CONFIDENTIAL INFORMATION FOR
PURPOSES OF SECTION 11.1.
ACCENTURE IS HEREBY AUTHORIZED TO HAVE ACCESS TO AND
TO MAKE USE OF THE HAWAIIAN TELCOM DATA FOR THE TERM TO THE EXTENT REASONABLY
NECESSARY OR APPROPRIATE FOR THE PERFORMANCE BY ACCENTURE OF ITS OBLIGATIONS
HEREUNDER.