responsibilities set forth in this Agreement.
3.9
Third Party Products.
Infurtherance of
performing the Services, Accenture (directly or through an Affiliate, including
Proquire LLC) may acquire products from third party vendors.
As part of its
relationship with such vendors, Accenture may be entitled to receive from such
vendors certain compensation, fees or other financial interest.
Hawaiian Telcom
acknowledges that Accenture's vendor relationships and such compensation may be
beneficial to Accenture in the performance of its Services hereunder.
3.10
Accenture's Cooperation with Hawaiian Telcom and
Third Parties.
Accenture will provide reasonable cooperation to Hawaiian Telcom
or Hawaiian Telcom's contractors in connection with services provided by
Hawaiian Telcom contractors to Hawaiian Telcom (including by providing to
Hawaiian Telcom and its contractors information pertaining to the Actual
Services, In-Scope Applications and configurations thereof, in Accenture's
possession), provided that such cooperation will be provided in a way that does
not adversely effect Accenture's performance of the Services or increase
Accenture's cost to perform the Services, provided that if there is an increase
in costs, Accenture shall so notify Hawaiian Telcom and if Hawaiian Telcom still
requires such cooperation, the Charges will be equitably adjusted if and to the
extent provided for in Section 4.2(d).
3.11
Authorized Users; Hawaiian Telcom Affiliates.
(A)
AUTHORIZED USERS.
ACCENTURE ACKNOWLEDGES
THAT ALTHOUGH THE SERVICES ARE BEING PROVIDED TO HAWAIIAN TELCOM, CERTAIN
VENDORS, OTHER SUPPLIERS, CUSTOMERS AND BUSINESS PARTNERS OF HAWAIIAN TELCOM
(E.G., CLEC CUSTOMERS WHO RELY ON HAWAIIAN TELCOM SERVICES THAT RELY ON THE
SERVICES) (INCLUDING THEN CURRENT AND CERTAIN FORMER HAWAIIAN TELCOM AFFILIATES
PURSUANT TO SECTION 3.11(B)) (COLLECTIVELY, THE "AUTHORIZED USERS") WILL BE
AUTHORIZED TO USE THE SERVICES, AND THE FOREGOING WILL NOT BE DEEMED TO VIOLATE
ANY PROVISION OF THIS AGREEMENT.
IF AND TO THE EXTENT DIRECTED BY HAWAIIAN
TELCOM,
ACCENTURE SHALL INTERFACE WITH EMPLOYEES OF SUCH AUTHORIZED USERS IN
CONNECTION WITH PERFORMING ITS OBLIGATIONS HEREUNDER AS THOUGH THEY WERE
EMPLOYEES OF HAWAIIAN TELCOM.
THIS SECTION SHALL BE WITHOUT PREJUDICE TOSECTION
20.8.
(B)
HAWAIIAN TELCOM AFFILIATES.
(I)
ACTUAL SERVICES WILL BE PROVIDED TO OR
FOR THE BENEFIT OF HAWAIIAN TELCOM AFFILIATES.
SUCH SERVICES DELIVERED TO
HAWAIIAN TELCOM AFFILIATES ARE "SERVICES" UNDER THIS AGREEMENT.
FOR PURPOSES OF
THIS AGREEMENT, "ACTUAL SERVICES" SHALL MEAN THE SERVICES IDENTIFIED IN ONE OR
MORE STATEMENTS OF WORK AS WELL AS THE OBLIGATIONS OF ACCENTURE IN SECTIONS
3.10, 3.12, 3.13, 4.1, 6.4(A), 6.5(B), 6.7, 8, 10.1(A), 10.1(B), 10.1(C), 10.2,
11.2(B), 11.2(C), 16.4, ALL EXHIBITS B (AND ALL ATTACHMENTS TO ANY EXHIBIT B),
AND EXHIBIT C.
(II)
IF A HAWAIIAN TELCOM AFFILIATE THAT IS
RECEIVING SERVICES AT ANY TIME DURING THE TERM EITHER (I) CEASES TO BE A
HAWAIIAN TELCOM AFFILIATE, OR (II) TRANSFERS ALL OR PART OF ITS BUSINESS
OPERATIONS THAT RECEIVE THE SERVICES TO A THIRD PARTY THAT IS NOT A HAWAIIAN
TELCOM AFFILIATE, THEN HAWAIIAN TELCOM MAY REQUIRE THAT ACCENTURE PROVIDE
TERMINATION ASSISTANCE SERVICES TO SUCH FORMER HAWAIIAN TELCOM AFFILIATE OR TO
THE APPLICABLE THIRD PARTY, IN ACCORDANCE WITH SECTION 16.4.
ANY INCREASED
COSTS TO ACCENTURE OF PROVIDING SUCH TERMINATION ASSISTANCE