American Home Shield 2010 Annual Report Download - page 199

Exhibit 10.40
FIRST AMENDED AND RESTATED EXECUTION VERSION
Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted
portions subject to the confidential treatment request are designated by three asterisks ([***]). A complete version of this
agreement has been separately filed with the Securities and Exchange Commission.
FIRST AMENDED AND RESTATED
MASTER SERVICES AGREEMENT
BY AND BETWEEN
SERVICEMASTER CONSUMER SERVICES, L.P.
AND
INTERNATIONAL BUSINESS MACHINES CORPORATION
This First Amended and Restated Master Services Agreement ("Master Agreement") is entered into as of November 1, 2010
(the "Effective Date"), between
1. ServiceMaster Consumer Services, L.P., a Delaware limited partnership ("Customer")
AND
2. International Business Machines Corporation, a New York corporation ("Service Provider").
The Parties agree to the terms and conditions set forth in this Master Agreement (including the Exhibits and Schedules
referenced in this Master Agreement), and in each Transaction Document (including the Schedules referenced in each Transaction
Document) executed by the Parties and referencing this Master Agreement. Each Transaction Document, the Schedules and Exhibits
referenced in each Transaction Document and this Master Agreement are incorporated into this Master Agreement, and the several
Transaction Documents, together with the Schedules attached thereto, and this Master Agreement, together with the Exhibits attached
hereto, and the Procedures Manuals and all Change Orders, are herein collectively referred to as the "Agreement."
Signed for and on behalf of ServiceMaster Consumer Services, L.P.:
By: ServiceMaster Consumer Services, Inc., its General Partner
By: /s/ Daniel Marks Date: 11-23-2010
Name: Daniel Marks
Title: Chief Information Officer
Signed for and on behalf of International Business Machines Corporation:
By: /s/ Eusebio Formoso Date: 11-23-2010
Name: Eusebio Formoso
Title: Project Executive
CONFIDENTIAL