given Hawaiian Telcom Affiliate or cease providing
Services to such affiliate (each a "Contract Change").
These procedures do not
apply to changes that result in Minor Enhancements covered by the Discretionary
AM Services, General Enhancement Work Orders or Enhancement Capacity Work
Orders, or System Changes.
(A)
TO REQUEST OR EFFECT A CONTRACT CHANGE,
ACCENTURE OR HAWAIIAN TELCOM, AS APPLICABLE, SHALL DELIVER A WRITTEN REQUEST
(THE "CHANGE REQUEST") TO THE ACCENTURE ACCOUNT REPRESENTATIVE OR THE HAWAIIAN
TELCOM ACCOUNT REPRESENTATIVE, AS THE CASE MAY BE, SPECIFYING IN REASONABLE
DETAIL TO THE EXTENT KNOWN: (I) THE PROPOSED CONTRACT CHANGE, (II) THE OBJECTIVE
OR PURPOSE OF SUCH CONTRACT CHANGE, (III) THE PARTICULAR AGREEMENT AND/OR
EXHIBIT PROVISIONS THAT ARE AFFECTED BY THE CONTRACT CHANGE AND (IV) THE
REQUESTED PRIORITIZATION AND SCHEDULE FOR SUCH CONTRACT CHANGE.
9
(B)
THE PARTIES SHALL COOPERATE WITH EACH OTHER
IN GOOD FAITH IN DISCUSSING THE SCOPE AND NATURE OF THE CHANGE REQUEST.
AS SOON
AS PRACTICABLE AND TO THE EXTENT APPLICABLE, ACCENTURE SHALL PREPARE AND DELIVER
TO THE HAWAIIAN TELCOM ACCOUNT REPRESENTATIVE A WRITTEN STATEMENT (THE "CHANGE
RESPONSE") DESCRIBING ANY CHANGES IN METHODOLOGY, PROCEDURES, PRIORITIZATION,
PRODUCTS, AND SERVICES THAT ACCENTURE BELIEVES WOULD BE REQUIRED TO EFFECT THE
CONTRACT CHANGE.
IN ADDITION, SUCH CHANGE RESPONSE SHALL INCLUDE, AS
APPROPRIATE OR APPLICABLE, (I) AN ESTIMATION OF THE NET INCREASE OR DECREASE IN
THE PRICING THAT WOULD BE REQUIRED, INCLUDING PASS-THROUGH EXPENSES, (II) THE
CATEGORIES OF COSTS INCREASED OR AVOIDED AS A RESULT OF SUCH CONTRACT CHANGE,
INCLUDING RETAINED COSTS, (III) A DESCRIPTION OF HOW THE PROPOSED CONTRACT
CHANGE WOULD BE IMPLEMENTED, (IV) A DESCRIPTION OF THE EFFECT, IF ANY, SUCH
CONTRACT CHANGE WOULD HAVE ON THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ON
SERVICE LEVELS, (V) AN ESTIMATION OF ALL RESOURCES REQUIRED TO IMPLEMENT SUCH
CONTRACT CHANGE, AND (VI) SUCH OTHER INFORMATION AS MAY BE RELEVANT TO THE
PROPOSED CONTRACT CHANGE, WHICH MAY INCLUDE A BACK-OUT PLAN OR OTHER RISK
MITIGATION PLAN.
THE ACCENTURE ACCOUNT REPRESENTATIVE AND THE HAWAIIAN TELCOM
ACCOUNT REPRESENTATIVE SHALL MEET TO DETERMINE WHETHER THEY DESIRE FOR ACCENTURE
TO PROCEED WITH THE IMPLEMENTATION OF THE PROPOSED CONTRACT CHANGE IN ACCORDANCE
WITH THE CHANGE RESPONSE.
(C)
SUBJECT TO AGREEMENT ON ANY INCREMENTAL
CHARGES, IF ANY, ACCENTURE MAY NOT WITHHOLD ITS APPROVAL OF ANY CONTRACT CHANGE
WHICH HAWAIIAN TELCOM DETERMINES, IN ITS SOLE DISCRETION, (X) IS NECESSARY FOR
HAWAIIAN TELCOM TO COMPLY ANY HAWAIIAN TELCOM LAWS, OR (Y) IS THE RESULT OF THE
ADDITION OR REMOVAL OF A HAWAIIAN TELCOM AFFILIATE, UNLESS IN EACH CASE SUCH
CONTRACT CHANGE:
(I) WOULD RESULT IN ACCENTURE VIOLATING ANY ACCENTURE LAW; OR
(II) INVOLVES THE PROVISION OF SERVICES OTHER THAN APPLICATION DESIGN,
DEVELOPMENT, DEPLOYMENT AND MAINTENANCE SERVICES OF THE IN-SCOPE APPLICATIONS.
(D)
SUBJECT TO SECTION 3.5(B), FOR ANY CONTRACT
CHANGE, THE CHARGES WILL BE EQUITABLY ADJUSTED, UPWARD OR DOWNWARD, TO REFLECT
THE VALUE OF ANY ACCENTURE RESOURCES (E.G., EQUIPMENT, SOFTWARE, FACILITIES OR
PERSONNEL, ETC.) WHICH CAN BE REMOVED AS A RESULT OF THE APPLICABLE CONTRACT
CHANGE, OR TO REFLECT THE VALUE OF ANY ADDITIONAL ACCENTURE RESOURCES