CONFIDENTIAL OR PROPRIETARY TO WHICH IT HAS ACCESS IN CONNECTION
WITH THE SERVICES, (III) ALL INFORMATION COMMUNICATED TO IT OR TO WHICH IT HAS
ACCESS THAT REASONABLY SHOULD BE UNDERSTOOD BY THE RECEIVING PARTY, BECAUSE OF
CONFIDENTIALITY OR SIMILAR LEGENDS, THE CIRCUMSTANCES OF DISCLOSURE OR THE
NATURE OF THE INFORMATION ITSELF, TO BE PROPRIETARY AND CONFIDENTIAL TO THE
DISCLOSING PARTY, AND (IV) THIS AGREEMENT (COLLECTIVELY, THE "CONFIDENTIAL
INFORMATION"), SHALL BE AND SHALL BE DEEMED TO HAVE BEEN RECEIVED IN CONFIDENCE
AND SHALL BE USED ONLY FOR PURPOSES OF THIS AGREEMENT; EXCEPT THAT HAWAIIAN
TELCOM MAY SHARE THE FOLLOWING WITH ITS REPLACEMENT SERVICE PROVIDER AND ANY
THIRD PARTY THAT INTENDS TO SUBMIT A BID TO HAWAIIAN TELCOM TO PERFORM THE SAME
OR SIMILAR SERVICES AS THE REPLACEMENT SERVICE PROVIDER OR ANY OTHER SERVICES
RELATED THERETO, PROVIDED THAT SUCH THIRD PARTY IS SUBJECT TO CONFIDENTIALITY
PROVISIONS CONSISTENT WITH THE TERMS OF THIS ARTICLE XI:
ALL EXHIBITS B AND
ATTACHMENTS THERETO, INCLUDING THE STATEMENTS OF WORK AND WORK ORDERS,
ATTACHMENT B-3.1 (SERVICE LEVEL METHODOLOGY) (PROVIDED THAT THE AMOUNT AT RISK
AND AT RISK POOL PERCENTAGE AVAILABLE FOR ALLOCATION SHALL BE REDACTED),
ATTACHMENT B-3.2 (SERVICE LEVEL DEFINITIONS AND METRICS), ATTACHMENTS B-3.3
(TRANSITION PLAN),) AND B-3.5 (SYSTEM AND PROCESS QUEUES), RECOVERY PROJECTS AND
ENHANCEMENT PROJECTS SET FORTH IN ATTACHMENTS D-1 AND D-2, RESPECTIVELY
(EXCLUDING ANY CHARGES ASSOCIATED THEREWITH), EXHIBITS F (RESOURCES), G
(HAWAIIAN TELCOM POLICIES), H (HAWAIIAN TELCOM FACILITIES), I (IN-SCOPE
APPLICATIONS), K (FORM OF INVOICE), L (VERIZON SUBLICENSE), AND O (REPORTING),
AND ANY OTHER INFORMATION THAT IS PROVIDED BY HAWAIIAN TELCOM TO ACCENTURE.
(B)
EACH PARTY'S CONFIDENTIAL INFORMATION SHALL
REMAIN THE PROPERTY OF THAT PARTY EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT.
EACH OF THE PARTIES SHALL USE AT LEAST THE SAME DEGREE OF CARE TO
SAFEGUARD AND TO PREVENT DISCLOSING TO THIRD PARTIES THE CONFIDENTIAL
INFORMATION OF THE OTHER AS IT EMPLOYS TO AVOID UNAUTHORIZED DISCLOSURE OR
PUBLICATION OF ITS OWN INFORMATION (OR INFORMATION OF ITS CUSTOMERS) OF A
SIMILAR NATURE, AND IN ANY EVENT, NO LESS THAN REASONABLE CARE.
EACH PARTY MAY
DISCLOSE RELEVANT ASPECTS OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION TO ITS
EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS TO THE EXTENT SUCH DISCLOSURE
IS REASONABLY NECESSARY FOR THE PERFORMANCE OF ITS OBLIGATIONS, OR THE
ENFORCEMENT OF ITS RIGHTS, UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT SUCH
PARTY SHALL USE REASONABLE EFFORTS TO ENSURE THAT SUCH EMPLOYEES, AFFILIATES,
SUBCONTRACTORS OR AGENTS COMPLY WITH THESE CONFIDENTIALITY PROVISIONS.
EACH
PARTY SHALL BE RESPONSIBLE FOR ANY IMPROPER DISCLOSURE OF CONFIDENTIAL
INFORMATION BY SUCH PARTY'S EMPLOYEES, AFFILIATES, SUBCONTRACTORS OR AGENTS.
(C)
NEITHER PARTY SHALL (I) MAKE ANY USE OF THE
CONFIDENTIAL INFORMATION OF THE OTHER EXCEPT AS CONTEMPLATED BY THIS AGREEMENT,
(II) ACQUIRE ANY RIGHT IN OR ASSERT ANY LIEN AGAINST THE CONFIDENTIAL
INFORMATION OF THE OTHER, EXCEPT FOR THE LICENSE RIGHTS AS SET FORTH IN SECTION
6.5 AND 6.3, OR (III) SELL, ASSIGN, LEASE OR OTHERWISE COMMERCIALLY EXPLOIT THE
CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
UPON EXPIRATION OR ANY TERMINATION
OF THIS AGREEMENT AND COMPLETION OF