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Exhibit 10.6
SUPPLY CHAIN SERVICES
AGREEMENT
By and Between
Hawaiian Telcom MergerSub,
Inc.
And
Sprint North Supply
Company
December 10,
2004
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SUPPLY CHAIN SERVICES
AGREEMENT
T HIS S UPPLY C HAIN S ERVICES A GREEMENT (the “ Agreement ”), dated as
of the Effective Date, is between H AWAIIAN T ELCOM M ERGER S UB ,
I NC
. , a Delaware corporation (“ Hawaiian
Telcom ”), and S PRINT N ORTH S UPPLY C OMPANY , an Ohio corporation (“ Supplier
”).
R ECITALS
W HEREAS , Supplier desires to provide to Hawaiian
Telcom, and Hawaiian Telcom desires to obtain from Supplier, the
supply chain services and related services described in this
Agreement on the terms and conditions set forth herein;
W HEREAS , Hawaiian Telcom and Supplier have engaged in
extensive negotiations and discussions that have culminated in the
formation of the relationship described in this
Agreement.
N OW ,
T HEREFORE
, in consideration of the
obligations set forth below, Hawaiian Telcom and Supplier agree as
follows:
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1.
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D
EFINITIONS
AND C ONSTRUCTION
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1.1 Definitions.
The terms
used in this Agreement with initial capital letters have the
meanings set forth in Exhibit 1 unless expressly defined in
the body of this Agreement.
1.2 Interpretation.
(a) The
Exhibits attached to this Agreement are hereby incorporated into
and deemed part of this Agreement. All references to
“Agreement” herein include the Exhibits to this
Agreement. All references to “Exhibits” herein include
the attachments to such Exhibits.
(b) The
headings preceding the text of Articles, Sections and the headings
to Exhibits, the table of contents and the table of Exhibits
included in or attached to this Agreement are used for convenience
only and are not to be considered in construing or interpreting
this Agreement.
(c) Any
reference to an Exhibit, Section or Article shall be to such
Exhibit, Section or Article of this Agreement, unless otherwise
expressly specified.
(d) The
use of the terms “including,” “include” or
“includes” shall in all cases herein mean
“including without limitation,” “include without
limitation” or “includes without limitation,”
respectively.
(e) The
Parties acknowledge and agree that they have mutually negotiated
the terms and conditions of this Agreement and that any provision
contained herein with respect to which an issue of interpretation
or construction arises shall not be construed to the detriment
of
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the drafter on the basis that such Party or its
professional advisor was the drafter, but shall be construed
according to the intent of the Parties as evidenced by the entire
Agreement.
1.3 Order
of Precedence; Other Terms. Except as otherwise
expressly specified in the body of this Agreement or in an Exhibit,
in the event of a conflict, ambiguity or inconsistency between the
provisions in the body of this Agreement and any Exhibit, the
provisions in the body of this Agreement shall prevail to the
extent of such conflict, ambiguity or inconsistency. The provisions
in the body of this Agreement and its Exhibits shall govern all
transactions between the Parties regarding the Products and the
Services. No terms on any purchase orders or similar communications
between the Parties shall govern any transaction between the
Parties relating to the Products or the Services, except for terms
on such communications specifying the quantity and type of Products
ordered, special packing or shipping instructions, delivery date
(without limiting Supplier’s Service Level obligations), and
the destination point for ordered Products.
2.1 Initial
Term. The initial term of this
Agreement shall commence on the Effective Date and continue for 5
years thereafter, and for any renewal or extension period agreed by
the Parties, or until this Agreement is terminated in accordance
with its terms ( “Term” ).
2.2 Renewal
Terms. At least 12 months prior
to the expiration of the Term, Supplier shall provide to Hawaiian
Telcom the terms, conditions and pricing that Supplier proposes
would apply to any renewal term of this Agreement.
3.1 Services
Defined. The Services include the
following:
(a) the
services, functions, and responsibilities described in the
Agreement;
(b) the
services, functions, and responsibilities routinely performed prior
to the Commencement Date by or on behalf of Hawaiian Telcom with
respect to the shipment and inventory management of the Products,
which services, functions or responsibilities were displaced or
transitioned as a result of this Agreement; provided that such
service, function or responsibility is reasonably related to the
services described in this Agreement;
(c) the
services, functions, and responsibilities that are of a nature and
type that would ordinarily be performed by the organization or part
of the organization performing services similar to the Services
within a company in the telecommunications industry, even if not
specifically described in the Agreement; and
(d) any
services, functions, and responsibilities not specifically
described in the Agreement but that are required for the proper
performance and provision of the services, functions, and
responsibilities described above.
2.
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3.2 Commencement
and Mobilization.
(a)
Commencement. Supplier shall be
responsible for providing all Services as of the Effective Date,
except as expressly provided in Exhibit 3 .
(b)
Mobilization Services. Supplier
shall perform the Mobilization Services in accordance with the
Mobilization Plan set forth on Exhibit 8 (
“Mobilization Plan” ) without causing a material
disruption to Hawaiian Telcom’s business. Supplier shall
designate an individual who shall be responsible for managing and
implementing the Mobilization Services (the “ Supplier
Mobilization Manager ”). Until the completion of the
Mobilization Services, the Supplier Mobilization Manager shall
review with Hawaiian Telcom the status of the Mobilization Services
in accordance with the Mobilization Plan and, in addition, as often
as may be requested by Hawaiian Telcom.
3.3 Product
Listing Updates. Hawaiian Telcom may
update and modify the Product Listing set forth on Exhibit 2
. Any products added to such updated or modified listing shall
become “Products” under this Agreement, and Supplier
shall procure such products for Hawaiian Telcom in accordance with
the terms of this Agreement, including Service Levels, provided
that: (i) for new Products identified as “WL” or
“CI” on the Product Listing, Service Levels shall apply
beginning 6 weeks after the date such Products are added to the
Product Listing; and (ii) for new Products identified as
“ML” in the Product Listing, the Service Levels shall
apply from the date such Products are added to the Product Listing.
The unit prices Supplier offers to Hawaiian Telcom for products
added to the Product Listing shall be in accordance with
Section 10.10 .
3.4 Authorized
Users; Cooperation. Supplier shall provide
the Services to Hawaiian Telcom and, upon Hawaiian Telcom’s
request, to any Hawaiian Telcom subsidiary or Affiliate, under the
terms and conditions of this Agreement, subject to such subsidiary
or Affiliate meeting Supplier’s standard creditworthiness
criteria; provided that if such entity fails to meet such criteria
and Hawaiian Telcom guarantees payment by such entity, Supplier
shall perform the Services for the entity regardless of the
entity’s credit status. In addition, Supplier shall provide
reasonable cooperation and assistance to any third party vendors or
customers of Hawaiian Telcom or its Affiliates as necessary to
facilitate Hawaiian Telcom’s business relationship with such
third parties.
3.5 Technology.
Supplier
shall support all of the technologies identified in the Agreement
or employed by Hawaiian Telcom and related to the Services as of
the Effective Date, and will provide reasonable support for new
technologies implemented by Hawaiian Telcom. Supplier shall be
proactive in identifying and offering to Hawaiian Telcom
opportunities to implement new technologies that will improve
Supplier’s service and support at a reduced cost.
3.6 Non-Exclusivity.
Nothing in
this Agreement shall be construed as a requirements contract, and
notwithstanding anything to the contrary contained herein, this
Agreement shall not be interpreted to prevent Hawaiian Telcom from
obtaining from third parties, or providing to itself, any or all of
the Services or services similar thereto.
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3.7 Resources.
Except as
expressly provided otherwise in this Agreement, Supplier shall
provide at its cost and expense all facilities, assets, and
resources (including personnel, equipment, software, travel and
other expenses, etc.) necessary to perform the Services and
otherwise meet its obligations under this Agreement.
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4.
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A
CQUISITIONS
AND D IVESTITURES ; C OOPERATION
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4.1 Acquisitions.
If Hawaiian
Telcom acquires a business unit, Supplier shall, upon Hawaiian
Telcom’s request, provide acquisition support (including
assessments, transition planning and migration support) and
subsequently provide any or all of the Services, as specified by
Hawaiian Telcom, for the acquired entity under the terms and
conditions (including pricing) of this Agreement.
4.2 Divestitures
. If Hawaiian
Telcom divests a business unit, Supplier shall, upon Hawaiian
Telcom’s request, provide any or all of the Services, as
specified by Hawaiian Telcom, to such divested entity for up to 12
months after such divestiture under the terms and conditions
(including pricing) of this Agreement, subject to such entity
meeting Supplier’s standard creditworthiness criteria;
provided that if such entity fails to meet such criteria and
Hawaiian Telcom guarantees payment by such entity, Supplier shall
perform the Services for the entity regardless of the
entity’s credit status. In addition, the Supplier will
provide transition support services to Hawaiian Telcom and the
acquiring entity similar to those described above for acquired
entities.
5.1 New
Service Requests. If Hawaiian Telcom
requests a New Service, Supplier shall promptly provide a proposal
with respect to such request that identifies: (i) the
services, functions and responsibilities Supplier anticipates
performing in connection with the New Service; (ii) a
mobilization plan with respect to the New Service;
(iii) Supplier’s fees for such New Service, including a
detailed breakdown of such fees; (iv) if applicable, a list of
any additional equipment and service locations to be used in
connection with such New Service; (v) any necessary
alterations or additions to the terms of this Agreement;
(vi) proposed service levels for the New Services; and
(v) any other information requested by Hawaiian
Telcom.
5.2 Performance.
Supplier
shall not begin performing any New Service until Hawaiian Telcom
and Supplier have agreed upon the terms for such New Service and
Hawaiian Telcom has provided Supplier with written authorization by
executing the New Service Proposal with respect to the New Service.
Any New Service performed by Supplier without such advance
agreement to terms and authorization shall be deemed part of the
Services without incremental charge.
5.3 Charges
for New Services. Supplier’s charges
and fees specified in any New Service Proposal shall be no more
than the charges and fees for such services that Supplier provides
to other Supplier customers (excluding Affiliates of Supplier) that
are acquiring services of similar type, in similar volumes, and on
similar terms as Hawaiian Telcom.
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6.1 Service
Levels. Supplier shall perform
the Services that have corresponding Service Levels in accordance
with Exhibit 3 . Supplier shall perform all Services
that do not have defined Service Levels in a manner consistent with
industry standards and shall use all reasonable efforts to perform
such Services at levels that equal or exceed the level of service
being provided by Hawaiian Telcom prior to the Commencement Date.
Hawaiian Telcom may add, delete and adjust the Service Levels in
accordance with Exhibit 3 .
6.2 Root-Cause
Analysis. After each Supplier
failure to provide Services in accordance with the applicable
Service Levels, Supplier shall, as soon as reasonably practicable
but no later than 10 days after the end of the month in which such
failure occurred, (i) perform a root-cause analysis to
identify the cause of such failure, (ii) provide Hawaiian
Telcom with a report detailing the cause of, and procedure for
correcting, such failure, and (iii) upon Hawaiian
Telcom’s approval of such corrective procedure, implement
such procedure.
6.3 Measurement
and Monitoring Tools. Supplier shall implement
the measurement and monitoring tools and procedures required to
measure and report Supplier’s performance against the Service
Levels. Such measurement and monitoring Tools and procedures are
set forth in Exhibit 3 and shall as of the Commencement
Date (i) permit reporting at a level of detail sufficient to
verify compliance with the Service Levels and (ii) be subject
to audit by Hawaiian Telcom or its designee. Supplier shall provide
Hawaiian Telcom and its designees with information and access to
such measurement and monitoring tools and procedures upon request
for inspection and verification purposes. Supplier shall provide to
Hawaiian Telcom monthly Service Level reports that demonstrate
Supplier’s performance against the Service Levels. Such
reports shall be in a form and format approved by Hawaiian
Telcom.
7.1 Benchmarking
Overview. The Benchmarking Process
shall be conducted a time and with regard to the portion of the
Services specified by Hawaiian Telcom by a Benchmarker chosen by
Hawaiian Telcom from the list of approved Benchmarkers specified on
Exhibit 7 . If the Benchmarkers are no longer providing the
services required to conduct the Benchmarking Process at the time
Hawaiian Telcom elects to conduct the Benchmarking Process, the
Parties shall promptly designate a replacement Benchmarker. If the
Parties do not agree within 15 days on a replacement Benchmarker,
Hawaiian Telcom shall designate the Benchmarker in its sole
discretion, provided that such Benchmarker may not be a competitor
of Supplier. Supplier shall at its expense cooperate with and
assist the Benchmarker and any other third parties involved in the
Benchmarking Process, including providing information relating to
the provision of the Services (subject to reasonable
confidentiality restrictions), as requested by Hawaiian Telcom or
the Benchmarker.
7.2 Benchmark
Results Review and Adjustments. Hawaiian Telcom and
Supplier shall review the Benchmark Results during the Benchmark
Review Period. If any Charges paid by Hawaiian Telcom to Supplier
are higher than the applicable fees contained in the Benchmark
Results, Supplier shall then reduce the Charges in a manner that
eliminates such variance for the benchmarked period and thereafter.
In addition, if any Service Levels are lower than the applicable
service levels contained in the Benchmark Results, Supplier shall
either increase the Service Levels to match the applicable service
levels contained in the Benchmark Results, or
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reduce its Charges proportionately to adjust for
the difference between the Service Levels and the applicable
service levels contained in the Benchmark Results. In no event will
Supplier increase the Charges as a result of any
benchmarking.
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8.
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S
ERVICE L OCATIONS ; H AWAIIAN T ELCOM S YSTEMS .
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8.1 Service
Locations. The Supplier will
maintain and enforce, at the facilities from which the Services are
provided, safety and physical security procedures that are at least
equal to industry standards for locations similar to the
Supplier’s locations.
8.2 New
Service Locations. If Supplier intends to
provide Services from locations other than the locations from which
Supplier provides the Services as of the Effective Date, Supplier
shall provide written notice of such new service location to
Hawaiian Telcom, which notice shall include a description of any
effect the change in location, or additional location, will have on
the Services or on Hawaiian Telcom. In no event shall any change in
service locations or additional service locations result in an
increase in the Charges or a reduction in Service Levels or cause
Hawaiian Telcom to incur any additional expense. Supplier shall be
responsible for any incremental Hawaiian Telcom cost or expense
related to any change in, or additional, supplier locations,
including any additional taxes that result from Supplier’s
relocating or rerouting the delivery of Products or Services to,
from, or through a new location.
8.3 Access
to Hawaiian Telcom Systems. If Hawaiian Telcom
grants Supplier access to any Hawaiian Telcom systems, such access
shall be solely for purposes of performing the Services, and
Supplier’s access shall be limited to those systems specified
by Hawaiian Telcom. Supplier’s access shall be subject to
such business control and information protection policies,
standards, and guidelines as may be provided to supplier by
Hawaiian Telcom from time to time. Any other use by Supplier of any
other Hawaiian Telcom assets or property or systems is
prohibited.
9.1 Supplier
Account Manager. Supplier shall appoint
an individual (the “Supplier Account Manager” )
who from the date of this Agreement shall serve as Hawaiian
Telcom’s single point of contact with respect to the
Services. The Supplier Account Manager shall (i) have overall
responsibility for managing and coordinating the performance of
Supplier’s obligations under this Agreement and (ii) be
authorized to act for and on behalf of Supplier with respect to all
matters relating to this Agreement, including promptly
escalating issues to the appropriate level of management and
reporting back to Hawaiian Telcom with resolutions to such issues
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9.2 Local
Manager. Supplier shall designate
an individual to be located in Hawaii to be the local manager for
the Hawaiian Telcom account (the “Local Account
Manager” ).
9.3 Single
Points of Contact. Supplier shall designate
individuals to be single points of contact for each
Product.
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9.4 Key
Supplier Personnel.
(a) Collectively,
the Supplier Account Manager, the Local Account Manager, the
Supplier Mobilization Manager, and the single points of contact for
each Product are “Key Supplier Personnel .
”
(b) Before
assigning an individual to a Key Supplier Personnel position,
whether as an initial assignment or as replacement, Supplier shall
(i) notify Hawaiian Telcom of the proposed individual,
(ii) introduce the individual to a representatives of Hawaiian
Telcom designated by Hawaiian Telcom, (iii) provide Hawaiian
Telcom with a resume and any information regarding the individual
that may be requested by Hawaiian Telcom, and (A) with respect
to single points of contact, consult with Hawaiian Telcom regarding
such assignment and consider in good faith Hawaiian Telcom’s
recommendations and objections with respect to such assignment, and
(B) with respect to the Supplier Account Manager, the Local
Account Manager, and the Supplier Mobilization Manager, obtain
Hawaiian Telcom’s approval for such assignment.
(c) If
Hawaiian Telcom in good faith desires to have any Key Supplier
Personnel removed from Hawaiian Telcom’s account, Hawaiian
Telcom shall notify Supplier of such fact and Supplier shall
investigate Hawaiian Telcom’s stated reasons for the removal
and present its findings to Hawaiian Telcom within 10 days after
Hawaiian Telcom’s notification. The Parties shall review the
findings within 5 days after they are presented to Hawaiian Telcom,
or such other time designated by Hawaiian Telcom. With respect to
Key Personnel that are single points of contact, if after such
review the Parties cannot agree on the removal of such personnel,
the Parties shall follow the expedited dispute process set forth in
Exhibit 5 . With respect to the Supplier Account Manager,
Local Account Manager, and Supplier Mobilization Manager, after
such review Supplier shall remove such personnel if requested by
Hawaiian Telcom.
(d) Supplier
shall make the Key Supplier Personnel available for meetings with
Hawaiian Telcom personnel in accordance with Exhibit 5 and
otherwise upon Hawaiian Telcom’s request.
9.5 Subcontractors
.
(a) Supplier
shall not subcontract or delegate any of its material obligations
under this Agreement without the prior written approval of Hawaiian
Telcom. If Supplier intends to subcontract any material obligation
under this Agreement, Supplier shall notify Hawaiian Telcom of the
proposed subcontract and shall obtain Hawaiian Telcom’s
approval of such subcontract.
(b) Supplier
shall include in all of its subcontracts where applicable
provisions equivalent to those in this Agreement with respect to
use of facilities, confidentiality, audit rights, and
warranties.
(c) Supplier
shall cause Supplier Agents to adhere to any applicable standards,
policies and procedures of Supplier and Hawaiian Telcom. The
Supplier shall not disclose Confidential Information of Hawaiian
Telcom to any Supplier Agent until such agent
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has executed a nondisclosure agreement with
protections at least as protective of Confidential Information as
those protections set forth in this Agreement.
(d) No
subcontracting shall release Supplier from its responsibilities and
obligations under this Agreement. Supplier shall be responsible for
the work and activities of each of the Supplier Agents, including
compliance with the terms of this Agreement. Supplier shall be
responsible for all payments to its Supplier Agents.
10.1 Volume
Incentive Discount. The Parties agree that a
pricing mechanism pursuant to which Supplier would discount the
Charges based Hawaiian Telcom’s purchase of certain volumes
of Products would create an incentive for Hawaiian Telcom to
purchase more products from Supplier and for Supplier to provide
its best service and pricing to Hawaiian Telcom. Accordingly, the
Parties agree to use reasonable efforts to agree upon and
implement, via an amendment to the Agreement, such volume discounts
promptly after the Effective Date.
10.2 Charges.
Hawaiian
Telcom shall pay the Charges as specified in Exhibit 4 and
this Article 10 . Supplier shall not charge Hawaiian Telcom
for any service or adjust its pricing in any manner except as
expressly permitted under Exhibit 4 . Hawaiian Telcom may
withhold invoiced amounts that Hawaiian Telcom disputes in good
faith. Hawaiian Telcom shall notify Supplier of all such disputes
in writing by the date payment under such invoice would otherwise
be due.
10.3 Monthly
Invoices.
(a) Supplier
shall render, in a form and format approved by Hawaiian Telcom, a
single consolidated invoice for the Transportation Charges and the
charge for Direct Product order management incurred by Hawaiian
Telcom in each calendar month.
(b) Supplier
shall provide a monthly report showing such details as reasonably
specified by Hawaiian Telcom, including: (i) identification of
all Charges for the month to which the report corresponds, which
Charges shall be broken down by Service Charge, Transportation
Charge, and Product cost; (ii) identification of all Products
ordered during that month, including purchase order number, item
quantity, item description, unit of measure, purchase order line
item and total line item dollar amount; (iii) identification
of the amounts and types of any taxes the Supplier is collecting
from Hawaiian Telcom; (iv) the calculations used to establish
the Charges; (v) any information necessary to satisfy Hawaiian
Telcom’s internal accounting, tax, audit and charge back
requirements; and (vi) any other information requested by
Hawaiian Telcom.
10.4 Product
Invoices. Supplier shall invoice
Hawaiian Telcom for the cost of Products ordered by Hawaiian
Telcom, and the associated Service Charge, upon shipment of such
Products. Such invoices shall not include any Transportation
Charges or other charges.
10.5 Pass-Through
Expenses. Supplier shall include
in each monthly invoice all Pass-Through Expenses for which
Supplier has received the applicable third party invoice, and shall
identify any Pass-Through Expense invoices that a third party
vendor does not provide to the Supplier in a timely manner. The
Supplier shall report each month to Hawaiian Telcom on
the
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status of late third party vendor invoices for
Pass-Through Expenses and the Supplier’s efforts to obtain
them.
10.6 Time
of Payment. Hawaiian Telcom shall
pay undisputed Supplier invoices within 30 days after Hawaiian
Telcom’s receipt thereof. Supplier shall not invoice Hawaiian
Telcom, and Hawaiian Telcom shall not be obligated to pay, any
Charges or Pass-Through Expenses that are not invoiced within 3
months after the end of the month in which such charges or expenses
were incurred.
10.7 Taxes.
Hawaiian
Telcom shall be responsible for sales, use and services taxes
imposed on the sale of the Products or provision of the Services.
For clarity, Hawaiian Telcom is not responsible for taxes on
Supplier’s income or on the cost of Supplier’s
acquisition or use of goods and services used to provide the
Services. Hawaiian Telcom and Supplier shall cooperate to determine
a Party’s tax liability and to minimize such liability to the
extent legally permissible. Each Party shall provide and make
available to the other Party any resale certificates, information
regarding out-of-state sales or use of equipment, materials or
services, and any other exemption certificates or information
requested by a Party.
10.8 No
Adjustments or Other Charges. Supplier’s
performance of any and all of the Services is included within the
Charges. Hawaiian Telcom shall not be obligated to pay, or
reimburse Supplier for, any costs, fees, expenses or charges other
than those costs, fees, expenses and charges expressly designated
in this Agreement as Hawaiian Telcom’s responsibility.
Supplier shall make no adjustments to any Charges except as
expressly permitted under Exhibit 4 .
10.9 Due
Diligence. Hawaiian Telcom has
delivered or made available to Supplier all information and
documents Supplier has deemed necessary for Supplier to commit to
its obligations under this Agreement in accordance with its terms.
Supplier shall not be relieved of any of its obligations under this
Agreement, or alter, increase or add any fees or charges related to
this Agreement, as a result of its failure to review the foregoing
information and documents or any documents referred to therein or
its failure to request any information or documents from Hawaiian
Telcom.
10.10 Most
Favored Customer. Supplier agrees that
Hawaiian Telcom shall be treated as a most favored customer of
Supplier. Supplier shall provide to Hawaiian Telcom
Supplier’s best pricing for the Products and Services that
Supplier provides to its other customers (excluding Supplier
Affiliates) purchasing similar products and services in similar
volumes. Supplier shall notify Hawaiian Telcom in a timely manner
in the event Supplier provides better pricing for products or
services to another customer (excluding a Supplier Affiliate)
purchasing similar products and services in similar volumes under
similar terms and conditions and shall in such notice offer to
Hawaiian Telcom a reduction in Charges to match the charges in any
such transaction.
9.
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11.
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G
OVERNANCE
AND C ONTROL
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11.1 Governance.
Hawaiian
Telcom and Supplier shall implement a governance structure as
described in Exhibit 5 that includes the content and purpose
of various governance committees, the roles and responsibilities of
governance committee members, the type, content and frequency of
governance meetings, and the Change Control Procedures. All
governance meetings will be hosted at a time and location
acceptable to Hawaiian Telcom. Either party may replace or reassign
its governance committee members upon notice to the
other.
11.2 Change
Control. Supplier’s
performance of the Services shall be in accordance with Change
Control Procedures set forth in Exhibit 5 , which procedures
shall specify at minimum the following:
(a) No
Change shall be implemented without Hawaiian Telcom’s
approval, except as may be necessary on a temporary basis to
maintain the continuity of the Services.
(b) With
respect to all Changes, Supplier shall: (i) other than those
Changes made on a temporary basis to maintain the continuity of the
Services, schedule Changes so as not to unreasonably interrupt
Hawaiian Telcom’s business operations; (ii) provide
Hawaiian Telcom 30 days notice of any planned Changes; and
(iii) monitor and report on the status of all
Changes.
(c) &n
