American Home Shield 2010 Annual Report Download - page 207

2.2. Termination Assistance Services
Customer may request and Service Provider will provide the Termination Assistance Services in accordance with
Section 12.4 for up to twenty-four (24) months (the "Termination Assistance Period"), upon not less than forty-five (45) days prior
written notice before the scheduled termination or expiration of the provision of the Services, or if applicable, upon written notice
given within thirty (30) days after the effective date of a notice of termination for any reason by either Party. Any such Termination
Assistance Services shall be on the terms, conditions and pricing in effect at the time of the commencement of such Services. After
the transfer of the Services to Customer or to Customer's designee, Service Provider shall continue to provide the Termination
Assistance Services as requested by Customer for the remainder of the Termination Assistance Period. Notwithstanding anything to
the contrary in the Agreement, the Termination Assistance Period shall not continue beyond December 11, 2016, unless otherwise
agreed in writing by the Parties, which writing shall specify any changes in the Charges.
3. THE SERVICES
3.1. Obligation to Provide Services
(a) Obligation to Provide Services. Starting on the Commencement Date of each Transaction Document and
continuing during the term of each such Transaction Document, Service Provider shall provide the Services described in each such
Transaction Document to, and perform the Services for, the members of the Customer Group in accordance with the applicable
Transaction Document and this Agreement.
(b) Responsibilities. Service Provider and Customer will perform their respective duties, obligations and
responsibilities set forth in the responsibility matrix ("Responsibilities") included in each Transaction Document as part of the
"Services Description" Schedule (each, a "Responsibility Matrix"). Customer's failure to perform a Responsibility or any other duty,
obligation or responsibility inherent in such Responsibility will excuse Service Provider's obligation to perform its corresponding
obligations under this Agreement only if [***] and demonstrates that: [***], Service Provider will be excused from performance of
those Services impacted by Customer's failure to perform only to the extent that, and for so long as, [***]; provided, that Service
Provider takes reasonable steps to mitigate the effects of Customer's failure to perform. [***]. In emergency circumstances where
written consent is not possible, verbal consent given by Customer is permissible.
(c) Additional Affiliates or Other Customer Group Members. If Customer merges with or otherwise acquires
a Person which is a Third Party (a "Customer Acquisition"), then such entity will, subject to the specific restrictions set forth herein,
become subject to this Agreement as a member of the Customer Group if requested by Customer in its sole discretion. If so
requested by Customer, such entity will become subject to this Agreement, with all rights and benefits and subject to all obligations
of the members of the Customer Group under this Agreement, on the date specified by Customer; provided, that [***] unless Service
Provider otherwise agrees. At Customer's election, (i) the Services shall be provided to the acquired entity and [***], or (ii) the
Parties will renegotiate in good faith all affected Charges to account
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