American Home Shield 2010 Annual Report Download - page 208

for any increased or decreased volumes resulting from the integration of such Customer Acquisition in accordance with the Change
Control Procedures. Service Provider acknowledges that the unit charges for affected Resource Units will be reduced as a result of
[***] such Customer Acquisition. If the Customer Acquisition is a party to an agreement with Service Provider and the services
under such agreement are integrated with the Services, then any [***].
(d) Divestiture of Other Customer Group Members. If Customer divests any member of the Customer Group
or other operation or entity during the Term and Customer desires that Service Provider continue to provide some or all of the
Services for such Customer Group member or other operation or entity, Service Provider will continue to provide Customer and/or
such divested Customer Group member or other operation or entity with such Services, if such divested Customer Group member or
other operation or entity (i) used the Services prior to being divested, and (ii) after being divested, uses either essentially the same
Services as before being divested, or otherwise does not require Service Provider to modify its systems or processes used to perform
and provide the Services by more than an immaterial amount. Service Provider shall charge Customer for the continuing
performance and delivery of such Services based on the existing charging methodologies for the Charges. At Customer's request, if
the divested Customer Group member or other operation or entity [***], Service Provider shall enter into a separate agreement with
such divested entity for provision of such services on the substantially the same terms as the Agreement, except to the extent that the
divested entity and Service Provider agree otherwise. In such case, this Agreement shall be modified to reflect the reduction in
Services and Charges provided to and to be paid by the divested entity under such separate agreement and all liabilities under such
separate agreement shall be the sole responsibility of the divested entity. Service Provider shall not be required to provide the
Services to any divested Customer Group member, operation or entity for more than the lesser of [***] following the effective date
of such divestiture or the remainder of the Term including any Extension Period.
3.2. Compliance
(a) Generally. Service Provider shall perform the Services in compliance with:
(i) the Agreement, including the Procedures Manuals;
(ii) all Laws applicable to Service Provider as a provider of information technology and personnel to
perform information technology and business process outsourcing, including those Laws which regulate the
transport of Customer Data by Service Provider and its subcontractors between the United States and Service
Provider Locations outside the United States and among any such Locations;
(iii) all Customer Compliance Directives; and
(iv) all policies and procedures of general application of the Customer Group as set forth in the
"Policies" Exhibit, as published by Customer from time
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