American Home Shield 2010 Annual Report Download - page 204

EXHIBITS TO THE MASTER AGREEMENT
Exhibit
1 Definitions [portions omitted]
2 List of Transaction Document Schedules [portions omitted]
3 Form of Transaction Document [portions omitted]
4 Governance and Change Control [portions omitted]
5 [Reserved]
6 Form of Auditor Confidentiality Agreement
7 Dispute Resolution Procedures [portions omitted]
8 Procedures Manual Requirements [portions omitted]
9 Customer Security Requirements [portions omitted]
10 Market Currency Procedures [portions omitted]
10.1 Benchmarking Services Agreement [portions omitted]
11 Policies [portions omitted]
12 Form of Business Associate Agreement
13 Customer Competitors [portions omitted]
i
1. PURPOSE AND STRUCTURE OF AGREEMENT
1.1. Purpose of Agreement
(a) Generally.
(i) Customer and Service Provider are Parties to a Master Services Agreement and a related
Transaction Document No. 1, dated as of December 11, 2008 (the "Original Agreement") providing for the
delivery by Service Provider of certain services to the Customer Group. The Parties have agreed to amend and
restate the Original Agreement as set forth in this Master Agreement and a related First Amended and Restated
Transaction Document No. 1. .
(ii) Service Provider has successfully developed, implemented and provided the Services or services
similar to the Services to Third Party customers of Service Provider on a scale similar to or larger than
contemplated by this Agreement; has the trained personnel and the business processes and systems necessary to
provide the Services to the Customer Group; and desires to provide such Services to the Customer Group.
(iii) The purposes and objectives of Service Provider and Customer for entering into the Agreement
include: (A) reducing the costs to Customer of the activities encompassed by the Services while measurably
improving the quality of the performance of such activities including through the application of Service Provider's
expertise and best practices; (B) increasing the flexibility and scalability of resources available to Customer;
(C) increasing the speed of execution of new initiatives relating to the Services; and (D) better aligning the support
functions comprising the Services with core business operating needs.
(b) Construction of this Section. The provisions of this Section 1.1 are intended to be a statement of the
purposes and objectives of the Agreement and are not intended to alter the plain meaning of the terms and conditions of the
Agreement or to require either Party to undertake performance obligations not required by the Agreement. To the extent that the
terms and conditions of the Agreement are unclear or ambiguous, such terms and conditions are to be interpreted and construed
consistent with the purposes set forth in this Section 1.1.
1.2. Structure of Agreement
(a) Components of the Agreement. The Agreement consists of: