OMISSIONS INSURANCE WITH A LIMIT
PER CLAIM AND IN THE AGGREGATE OF THIRTY DOLLARS ($30,000,000).
(VI)
CRIME INSURANCE WITH A MINIMUM LIMIT PER LOSS
AND IN THE AGGREGATE OF FIVE MILLION DOLLARS ($5,000,000).
(B)
THE LIMITS SPECIFIED ABOVE MAY BE SATISFIED
BY ACCENTURE USING A SINGLE POLICY OR A COMBINATION OF PRIMARY AND UMBRELLA
AND/OR EXCESS POLICIES.
15.8
Insurance Terms.
(A)
TO THE EXTENT REQUIRED FOR ACCENTURE TO
MEET ITS OBLIGATIONS UNDER THIS AGREEMENT, THE INSURANCE COVERAGES UNDER
SECTION 15.7(A)(I) THROUGH SECTION 15.7(A)(IV) SHALL BE PRIMARY, (EXCLUDING,
HOWEVER, THE COVERAGE UNDER SECTION 15.7(A)(II) (I.E., COMMERCIAL GENERAL
LIABILITY INSURANCE) AS IT RELATES TO ANY ACCENTURE PERFORMANCE ON HAWAIIAN
TELCOM PREMISES WHERE ACCENTURE IS NOT IN CONTROL OF THE PREMISES), AND ALL
COVERAGE SHALL BE NON-CONTRIBUTING WITH RESPECT TO ANY OTHER INSURANCE OR SELF
INSURANCE WHICH MAY BE MAINTAINED BY HAWAIIAN TELCOM.
ALL COVERAGE REQUIRED BY
SECTIONS 15.7(A)(II) AND 15.7(A)(IV) SHALL BE ENDORSED FOR CROSS-LIABILITY
COVERAGE OR CONTAIN A SEVERABILITY OF INTERESTS CLAUSE.
TO THE EXTENT ANY
COVERAGE IS WRITTEN ON A CLAIMS-MADE BASIS, IT SHALL HAVE A RETROACTIVE DATE
PRIOR TO THE EFFECTIVE DATE AND SHALL BE MAINTAINED FOR AT LEAST ONE (1) YEAR
AFTER THE TERM TO THE EXTENT SUCH COVERAGE IS COMMERCIALLY AVAILABLE ON
REASONABLE TERMS.
47
(B)
ACCENTURE SHALL CAUSE ITS INSURERS TO ISSUE
CERTIFICATES OF INSURANCE OR OTHER SIMILAR FORMS EVIDENCING THAT THE COVERAGES
AND POLICY ENDORSEMENTS REQUIRED UNDER THIS AGREEMENT ARE MAINTAINED IN FORCE
WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE AND THEREAFTER ON AN ANNUAL
BASIS.
THE INSURERS SELECTED BY ACCENTURE SHALL HAVE (UNLESS HAWAIIAN TELCOM,
ACTING REASONABLY, AGREES OTHERWISE) AN A.M. BEST RATING OF A-VII OR BETTER, OR,
IF SUCH RATINGS ARE NO LONGER AVAILABLE, WITH A COMPARABLE RATING FROM A
RECOGNIZED INSURANCE RATING AGENCY.
ACCENTURE SHALL ENSURE THAT ITS
SUBCONTRACTORS, IF ANY, MAINTAIN INSURANCE COVERAGES APPROPRIATE TO THE SCOPE OF
THEIR PARTICIPATION IN THE WORK.
(C)
IN THE CASE OF LOSS OR DAMAGE OR OTHER
EVENT THAT REQUIRES NOTICE OR OTHER ACTION UNDER THE TERMS OF ANY INSURANCE
COVERAGE SPECIFIED IN THIS ARTICLE XV, ACCENTURE SHALL BE RESPONSIBLE TO TAKE
SUCH ACTION.
(D)
ACCENTURE SHALL PROMPTLY INFORM HAWAIIAN
TELCOM DURING THE TERM EACH TIME THE REQUIRED LIMIT IN ONE OR MORE OF THE
COVERAGES IN SECTION 15.7(A)(I) THROUGH SECTION 15.7(A)(IV) IS REDUCED.
(E)
NONE OF THE ACCENTURE OBLIGATIONS SPECIFIED
IN THIS ARTICLE XV AS TO TYPES, LIMITS AND APPROVAL OF INSURANCE COVERAGE TO BE
MAINTAINED BY ACCENTURE ARE INTENDED TO, AND SHALL NOT IN ANY MANNER, LIMIT OR
EXPAND THE LIABILITIES AND OBLIGATIONS ASSUMED BY ACCENTURE UNDER THIS
AGREEMENT.
ARTICLE XVI
TERMINATION
16.1
Termination for Cause by Hawaii Telcom.
Hawaiian Telcom may
terminate this Agreement, in whole, or the affected part, upon written notice to
Accenture if Accenture:
(A)
MATERIALLY BREACHES ANY OF ITS DUTIES OR
OBLIGATIONS UNDER THIS AGREEMENT AND FAILS TO CURE SUCH BREACH WITHIN THIRTY
(30) DAYS AFTER WRITTEN NOTICE FROM HAWAIIAN TELCOM TO ACCENTURE OF ITS INTENT
TO TERMINATE FOR CAUSE; PROVIDED, THAT IF ACCENTURE WORKS DILIGENTLY