ALL OR ANY PART OF THE SERVICES IDENTIFIED IN
ONE OR MORE STATEMENTS OF WORK OR WORK ORDERS WITHOUT HAWAIIAN TELCOM'S CONSENT,
WHICH SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
(B)
HAWAIIAN TELCOM'S CONSENT UNDER SECTION
8.9(A) ABOVE IS NOT REQUIRED WITH RESPECT TO (I) ACCENTURE AFFILIATES; (II)
SUBCONTRACTORS THAT PROVIDE SERVICES CUSTOMARILY PURCHASED FROM THIRD PARTY
VENDORS SUCH AS FACILITIES MAINTENANCE, HARDWARE AND SOFTWARE MAINTENANCE,
SECURITY, STORAGE AND OTHER ANCILLARY SERVICES; (III) SUBCONTRACTORS LOCATED AT
AN ACCENTURE OFF-SITE SOLUTION CENTER WHO PROVIDE CONTRACT LABOR AND NOT
SUBCONTRACTED SERVICES, PROVIDED THAT THE USE OF SUCH CONTRACT LABOR ON THE
HAWAIIAN TELCOM ACCOUNT DOES NOT EXCEED TEN PERCENT (10%) OF THE TOTAL NUMBER OF
ACCENTURE PERSONNEL LOCATED AT SUCH CENTERS THAT ARE DEDICATED TO HAWAIIAN
TELCOM; AND (IV) SUBCONTRACTORS THAT HAVE BEEN PRE-APPROVED BY HAWAIIAN TELCOM,
AS SET FORTH IN EXHIBIT N (APPROVED ACCENTURE SUBCONTRACTORS).
23
(C)
ACCENTURE SHALL REMAIN RESPONSIBLE FOR
OBLIGATIONS UNDER THIS AGREEMENT PERFORMED BY ANY ACCENTURE SUBCONTRACTOR TO THE
SAME EXTENT AS IF SUCH OBLIGATIONS WERE PERFORMED BY ACCENTURE'S EMPLOYEES.
ACCENTURE SHALL REMAIN HAWAIIAN TELCOM'S SOLE POINT OF CONTACT REGARDING THE
SERVICES.
ANY REFERENCE TO ACCENTURE SHALL BE DEEMED TO INCLUDE ACCENTURE'S
SUBCONTRACTORS UNLESS THE CONTEXT INDICATES OTHERWISE.
(D)
IF HAWAIIAN TELCOM EXPRESSES ANY CONCERNS TO
ACCENTURE REGARDING PERFORMANCE ISSUES WITH ANY ACCENTURE SUBCONTRACTORS,
ACCENTURE SHALL COOPERATE WITH HAWAIIAN TELCOM TO RESOLVE SUCH CONCERNS ON A
MUTUALLY ACCEPTABLE BASIS.
8.10
No Solicitation.
Unless otherwise agreed by the
Parties in writing, during the Term and twelve (12) months thereafter, neither
Party shall, directly or indirectly, knowingly solicit for employment, offer
employment to or employ or retain (whether as an employee, officer, agent,
consultant, advisor or in any other capacity) any employee of the other Party
who is or was actively involved in the performance or evaluation of the
Services.
Notwithstanding the foregoing, the Parties acknowledge and agree that
this Agreement shall not prohibit (i) solicitations through general public
advertising or other publications of general public circulation or (ii) the
hiring of any employee of a Party who responds to such solicitations or who
otherwise contacts the other Party without such other Party having solicited
such employee.
8.11
Reprioritization of Resources.
Subject to Section
3.8(c)(i)(2), the Hawaiian Telcom Account Representative or his or her designee
may identify or reprioritize or reset the schedule for existing work activities.
ARTICLE IX
PRICE & PAYMENT
9.1
Service Charges.
(A)
IN CONSIDERATION FOR THE PERFORMANCE OF THE
SERVICES, HAWAIIAN TELCOM SHALL PAY TO ACCENTURE THE CHARGES SPECIFIED IN
EXHIBIT D (CHARGES) PLUS TAXES AND OTHER AMOUNTS DESCRIBED IN THIS ARTICLE IX,
TOGETHER WITH THE OTHER CHARGES EXPRESSLY SPECIFIED IN OR PROVIDED FOR IN THIS
AGREEMENT.
(B)
THE CHARGES SPECIFIED IN EXHIBIT D
(CHARGES), TOGETHER WITH THE OTHER CHARGES EXPRESSLY SPECIFIED IN OR PROVIDED
FOR IN THIS AGREEMENT, COMPENSATE ACCENTURE FOR PROVIDING ALL OF THE SERVICES
(AS A WHOLE) IN ACCORDANCE WITH THIS AGREEMENT.
ACCENTURE MAY NOT CHARGE
SEPARATELY FOR ANY PARTICULAR SERVICE, FUNCTION, RESPONSIBILITY OR ACTIVITY OR
FOR ANY DELIVERABLES OR