STATEMENTS OF WORK OR WORK ORDERS.
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(II)
HAWAIIAN TELCOM SHALL USE REASONABLE
EFFORTS TO PROTECT AGAINST VIRUSES BEING INTRODUCED INTO THE SYSTEM.
(III)
IF EITHER PARTY DISCOVERS THAT A VIRUS HAS
BEEN INTRODUCED INTO ITS SOFTWARE, EQUIPMENT OR SYSTEMS THAT INTERFACE OR
OTHERWISE INTERCONNECT WITH THE OTHER PARTY'S SOFTWARE, EQUIPMENT OR SYSTEMS,
SUCH PARTY SHALL IMMEDIATELY NOTIFY THE OTHER PARTY OF THE PERTINENT FACTS.
(IV)
IF ACCENTURE DISCOVERS THAT A VIRUS HAS BEEN
INTRODUCED INTO THE SYSTEM, ACCENTURE SHALL:
(I) IMMEDIATELY NOTIFY HAWAIIAN
TELCOM OF THE PERTINENT FACTS; (II) IMMEDIATELY COMMENCE EFFORTS TO CONTAIN AND
ISOLATE THE VIRUS (WITH HAWAIIAN TELCOM'S APPROVAL FOR ANY DISCONNECTIONS);
(III) USE REASONABLE EFFORTS TO REMEDIATE OR REPAIR (OR BOTH) THE AFFECTED
IN-SCOPE APPLICATIONS THAT ARE LOST OR CORRUPTED AS A RESULT OF THE VIRUS, AND
(IV) PROMPTLY RESTORE THE SERVICES TO FULL OPERATION IN ACCORDANCE WITH THE
AGREEMENT (INCLUDING THE SERVICE LEVELS).
ACCENTURE WILL DO SO AT ITS OWN
EXPENSE WHERE THE VIRUS IS INTRODUCED INTO THE SYSTEM BY ACCENTURE OR THROUGH
ACCENTURE'S ACCESS TO THE SYSTEM, AND IN ALL OTHER CASES, HAWAIIAN TELCOM SHALL
REIMBURSE ACCENTURE FOR ITS INCREMENTAL COSTS IN COMPLYING WITH THIS PARAGRAPH,
SUBJECT TO SECTION 4.2(D).
TO THE EXTENT HAWAIIAN TELCOM DOES NOT GIVE ITS
APPROVAL FOR A DISCONNECTION DEEMED BY ACCENTURE TO BE NECESSARY, SUCH DENIAL
SHALL BE DEEMED A POSSIBLE EXCUSE FOR PURPOSES OF SECTION 3.8(C), AND IF SUCH
DENIAL INCREASES ACCENTURE'S COSTS IN PERFORMING ITS OBLIGATIONS UNDER THIS
SECTION 10.2(A)(IV), HAWAIIAN TELCOM SHALL BE RESPONSIBLE FOR THE INCREMENTAL
COSTS RESULTING FROM SUCH DENIAL, SUBJECT TO SECTION 4.2(D).
(B)
DISABLING CODE.
ACCENTURE SHALL NOT
KNOWINGLY INSERT INTO ANY SYSTEM DELIVERABLE OR IN-SCOPE APPLICATION OR ANY
OTHER HAWAIIAN TELCOM SOFTWARE ANY CODE WHICH WOULD HAVE THE EFFECT OF DISABLING
OR OTHERWISE SHUTTING DOWN ALL OR ANY PORTION OF THE SERVICES.
WITH RESPECT TO
ANY DISABLING CODE THAT MAY BE PART OF ANY SOFTWARE, EACH PARTY AGREES TO NOT
INVOKE SUCH DISABLING CODE AT ANY TIME, INCLUDING UPON THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT, WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT.
(C)
EFFICIENCY AND COST EFFECTIVENESS.
TO THE
EXTENT THAT RESOURCES OR SERVICES ARE CHARGED ON A PERSON HOUR OR OTHER
NON-FIXED BASIS (INCLUDING CHARGES BILLED ON A TIME AND MATERIALS BASIS AND
PASS-THROUGH EXPENSES), ACCENTURE SHALL USE REASONABLE EFFORTS TO USE
EFFICIENTLY THE RESOURCES OR SERVICES NECESSARY TO PROVIDE THE SERVICES, AND TO
PERFORM THE SERVICES IN A REASONABLY COST EFFICIENT MANNER CONSISTENT WITH THE
REQUIRED LEVEL OF QUALITY AND PERFORMANCE.
ARTICLE XI
CONFIDENTIALITY; SAFEGUARDING OF DATA
11.1
Confidentiality.
(A)
IN CONNECTION WITH THIS AGREEMENT, EACH OF
THE PARTIES HAS DISCLOSED AND MAY CONTINUE TO DISCLOSE TO THE OTHER PARTY
INFORMATION THAT RELATES TO THE DISCLOSING PARTY'S BUSINESS OPERATIONS,
FINANCIAL CONDITION, CUSTOMERS, PRODUCTS, SERVICES OR TECHNICAL KNOWLEDGE.
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EXCEPT AS OTHERWISE SPECIFICALLY AGREED IN WRITING BY THE PARTIES, ACCENTURE AND
HAWAIIAN TELCOM EACH AGREE THAT (I) ALL INFORMATION COMMUNICATED TO IT BY THE
OTHER AND IDENTIFIED AS CONFIDENTIAL OR PROPRIETARY, (II) ALL INFORMATION
IDENTIFIED AS