AS HAWAIIAN TELCOM MAY DESIGNATE IN
WRITING, ACCESS TO SUCH RECORDS AND SUPPORTING DOCUMENTATION AS ARE NECESSARY TO
AUDIT THE CHARGES PAID OR PAYABLE BY HAWAIIAN TELCOM UNDER THIS AGREEMENT.
HAWAIIAN TELCOM MAY AUDIT THE CHARGES CHARGED TO HAWAIIAN TELCOM TO DETERMINE
THAT SUCH CHARGES ARE ACCURATE AND WERE CALCULATED IN ACCORDANCE WITH THIS
AGREEMENT.
(C)
ANY SUCH AUDITS SHALL BE CONDUCTED AT
HAWAIIAN TELCOM'S EXPENSE; PROVIDED, HOWEVER, THAT IF, AS A RESULT OF SUCH
AUDIT, HAWAIIAN TELCOM DETERMINES THAT ACCENTURE HAS OVERCHARGED HAWAIIAN
TELCOM, HAWAIIAN TELCOM SHALL NOTIFY ACCENTURE OF THE AMOUNT OF SUCH OVERCHARGE
AND ACCENTURE SHALL PROMPTLY PAY TO HAWAIIAN TELCOM THE AMOUNT OF THE
OVERCHARGE, WITH INTEREST AT THE RATE SET FORTH IN SECTION 9.4.
IF THE AUDIT
REVEALS AN UNDERCHARGE, HAWAIIAN TELCOM SHALL PROMPTLY PAY TO ACCENTURE THE
AMOUNT OF THE UNDERCHARGE, MINUS THE OUT-OF-POCKET COSTS AND EXPENSES INCURRED
FOR SUCH AUDIT.
13.3
General Principles Regarding Audits.
(A)
HAWAIIAN TELCOM AND ITS AUDITORS SHALL USE
REASONABLE EFFORTS TO CONDUCT SUCH AUDITS IN A MANNER THAT SHALL RESULT IN A
MINIMUM OF INCONVENIENCE AND DISRUPTION TO ACCENTURE'S BUSINESS OPERATIONS.
AUDITS MAY BE CONDUCTED ONLY DURING NORMAL BUSINESS HOURS.
HAWAIIAN TELCOM AND
ITS AUDITORS SHALL NOT BE ENTITLED TO AUDIT (I) DATA OR INFORMATION OF OTHER
CUSTOMERS OR CLIENTS OF ACCENTURE; (II) ANY ACCENTURE PROPRIETARY DATA INCLUDING
COST INFORMATION UNLESS SUCH IS THE BASIS OF A REIMBURSABLE OR PASS-THROUGH
EXPENSE; OR (III) ANY OTHER CONFIDENTIAL INFORMATION OF ACCENTURE THAT IS NOT
DIRECTLY RELEVANT FOR THE PURPOSES OF THE AUDIT.
HAWAIIAN TELCOM SHALL PROVIDE
ACCENTURE WITH AT LEAST TEN (10) DAYS' PRIOR WRITTEN NOTICE OF AN AUDIT.
ACCENTURE SHALL USE REASONABLE EFFORTS TO COOPERATE IN THE AUDIT, SHALL MAKE
AVAILABLE ON A TIMELY BASIS THE INFORMATION REASONABLY REQUIRED TO CONDUCT THE
AUDIT AND SHALL ASSIST THE DESIGNATED EMPLOYEES OF HAWAIIAN TELCOM OR ITS
AUDITORS AS REASONABLY NECESSARY.
TO THE MAXIMUM EXTENT POSSIBLE, AUDITS SHALL
BE DESIGNED AND CONDUCTED (IN SUCH MANNER AND WITH SUCH FREQUENCY) SO AS NOT TO
INTERFERE WITH THE PROVISION OF THE SERVICES.
ALL INFORMATION LEARNED OR
EXCHANGED IN CONNECTION WITH THE CONDUCT OF AN AUDIT, AS WELL AS THE RESULTS OF
ANY AUDIT, CONSTITUTES CONFIDENTIAL INFORMATION OF ACCENTURE AND HAWAIIAN
TELCOM.
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(B)
PRIOR TO CONDUCTING AN AUDIT, THE AUDITORS
AND OTHER REPRESENTATIVES OF HAWAIIAN TELCOM SHALL BE SUBJECT TO CONFIDENTIALITY
AND NON-DISCLOSURE REQUIREMENTS CONSISTENT WITH REQUIREMENTS OF SECTION 11.1.
HAWAIIAN TELCOM WILL NOT USE ANY ACCENTURE COMPETITOR TO CONDUCT SUCH AUDITS.
FOR PURPOSES OF THE IMMEDIATELY PRECEDING SENTENCE, AN ACCENTURE COMPETITOR
SHALL NOT INCLUDE THE ACCOUNTING/AUDITING DIVISION OF ANY ACCENTURE COMPETITOR.
13.4
Remedial Action.
Promptly following an audit or inspection by or on
behalf of Hawaiian Telcom or Accenture, Hawaiian Telcom and Accenture shall meet
to discuss the findings of the auditors or inspectors, whichever the case may
be, and to develop and agree upon an appropriate and effective manner in which
to respond to the deficiencies identified in and changes suggested by the audit
report.
If Hawaiian Telcom reasonably determines that