EXHIBIT 10.17
AMENDMENT NO. 1 TO
VERIZON PROPRIETARY SOFTWARE
LICENSE AGREEMENT
THIS AMENDMENT NO. 1 TO THE VERIZON
PROPRIETARY SOFTWARE LICENSE AGREEMENT (“ Amendment
”), is entered into as of March 5, 2007 (the “
Amendment Effective Date ”) by and among GTE
CORPORATION, a New York corporation (“ Seller ”)
and Hawaiian Telcom Communications, Inc. (“ Hawaiian
Telcom ”), a Delaware Corporation (together the “
Parties ,” individually each a “ Party
”).
Whereas, the Parties entered into
that certain Verizon Proprietary Software License Agreement dated
May 2, 2005 (the “ SLA ”), pursuant to which
Hawaiian Telcom licenses certain Software from Seller;
Whereas, pursuant to the SLA,
BearingPoint, Inc. (“ BearingPoint ”), a Service
Provider of Hawaiian Telcom, is a permitted sublicensee of the
Software;
Whereas, pursuant to the SLA,
BearingPoint is permitted to use the Software at its Tyson’s
Corner, Virginia and Denver Colorado data center facilities and at
the BearingPoint Development Center in Chennai, India;
Whereas, pursuant to the SLA,
Hewlett Packard, a contractor to BearingPoint, is permitted to use
the Software at its Littleton, Massachusetts and Houston, Texas
data center facilities;
Whereas, the Parties wish to amend
the SLA (i) to permit a new Service Provider of Hawaiian Telcom,
Accenture, LLP (“ Accenture ”), to use the
Software at Accenture’s Manila Delivery Center facilities
located at Union Bank Plaza, Meralco Avenue cor. Onyx St. and
Saphire Road, Ortigas Center, Pasig City, Manila, 1605 Philippines
and Robinson’s Cybergate Center Tower 1, Pioneer Street
corner EDSA, Mandaluyong City, Manila, 1554 Philippines pursuant to
a sublicense that has been approved by Seller in accordance with
Section 3.8 of the SLA, (ii) in the event that Hawaiian Telcom
directly retains Hewlett Packard as a Service Provider, to permit
Hewlett Packard to continue to use the Software at its Littleton,
Massachusetts and Houston, Texas data center facilities pursuant to
a sublicense approved by Seller in accordance with Section 3.8 of
the SLA, and (iii) to provide for the termination of the use by
BearingPoint of the Software outside the United States;
Now, therefore, in consideration of
the mutual covenants and promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as
follows:
1.
DEFINITIONS
.
Capitalized terms used but not
defined in this Amendment have the meaning given them in the
SLA.
2.
AMENDMENT TO SLA
2.1
Section 2.2 of the SLA is deleted in its entirety and the following
substituted therefor:
2.2 Licensee shall not permit an In-Geography
Service Provider, an Outside-Geography Service Provider or a Backup
Storage Provider to use, access or maintain the Software outside
the United States without the prior written consent of
Seller. Seller hereby consents to the use, access, and
maintenance of the Software by one of Licensee’s current
Outside-Geography Service Providers, BearingPoint, Inc.
(“BearingPoint”), at the BearingPoint Development
Center in Chennai, India pursuant to a sublicense approved by
Seller in accordance with Section 3.8, provided that, in connection
with such use, Licensee requires BearingPoint to comply with the
(i) Business Continuity Plan, Archive Plan Physical and Logical
Security Overview, (ii) Information Security Policies and
Guidelines, (iii) Network Security Policy and (iv) Background Check
Standards, all as attached hereto as Schedule C-1 (the
“BearingPoint Security Procedures”), and such use,
access and maintenance of the Software by BearingPoint terminates
in accordance with Section 3.10. Seller hereby consents to
the use, access, and maintenance of the Software by one of
Licensee’s current Outside-Geography Service Providers,
Accenture, LLP (“Accenture”), at Accenture’s
Manila Delivery Center facilities located at Union Bank
Plaza, Meralco Avenue cor. Onyx St. and Saphire Road, Ortigas
Center, Pasig City, Manila, 1605 Philippines and Robinson’s
Cybergate Center Tower 1, Pioneer Street corner EDSA, Mandaluyong
City, Manila, 1554 Philippines (hereinafter the “Manila
Delivery Center”) pursuant to a sublicense approved by
Sell
