American Home Shield 2010 Annual Report Download - page 209

to time and delivered to Service Provider, subject to the Change Control Procedures, and paragraph (e) below,
Sections 3.6 and 3.7, as applicable. For the avoidance of doubt, the Change Control Procedures shall govern the
method of implementation and pricing with respect to such implementation, but will not grant Service Provider any
right to refuse to implement changes to Customer's policies and procedures.
(b) Customer Compliance Directives. From time to time Customer may instruct Service Provider in writing as
to the manner of Service Provider's performance of the Services so as to enable the Customer Group to comply with any Laws
(including any guidance, bulletins, white papers, pronouncements, reports or similar communications issued by any Governmental
Authority or applicable self-regulatory or industry body (including the PCI Security Standards Council), whether or not such
guidance, bulletins, white papers, pronouncements, reports or similar communications have the force of law, to the extent determined
by Customer in its sole discretion) applicable to the portion of the operations of the Customer Group performed by Service Provider
as part of the Services, (collectively, the "Customer Compliance Requirements"). Such instructions are referred to as "Customer
Compliance Directives." Service Provider is authorized to act and rely on, and shall promptly implement, each Customer
Compliance Directive in the performance and delivery of the Services, subject to the Change Control Procedures, and paragraph
(e) below, Sections 3.6 and 3.7, as applicable. Customer may also notify Service Provider of any Customer Law or changes in the
Customer Laws that are applicable to the Services and Service Provider shall work with Customer to the extent necessary to identify
the impact of such Customer Law or changes in the Customer Laws on the Services and suggest changes to the Services to address
the Customer Law or changes in the Customer Law. All changes shall be subject to Change Control Procedures, and paragraph
(e) below, Sections 3.6 and 3.7, as applicable. For the avoidance of doubt, the Change Control Procedures shall govern the method
of implementation and pricing with respect to any Customer Compliance Directives, but will not grant Service Provider any right to
refuse to implement such Customer Compliance Directives. In addition, Service Provider shall notify Customer if Service Provider
personnel performing the Services have actual knowledge of any failure of the Services to comply with the Customer Compliance
Requirements of which Service Provider personnel has actual knowledge and cooperate with Customer to resolve such
noncompliance.
(c) Development and Maintenance of Procedures Manual. The operational policies and procedures applicable
to the provision of the Services described in each Transaction Document shall be set forth in an operational Procedures Manual (or
Process Interface Manual) to be developed by Service Provider in accordance with the "Procedures Manual Requirements"
Exhibit and the "Transition and Transformation Plan" Schedule, subject to the review and written comment of Customer (each, a
"Procedures Manual" or "PIM"). Service Provider will incorporate all reasonable comments of Customer; provided, that in the case
of procedures that are related to Customer Compliance Directives or Customer Compliance Requirements, or will likely have the
effect of increasing the Charges or Customer's retained costs, as reasonably demonstrated by Customer, Customer shall have the
right to approve such procedures and any changes to such procedures, which approval will not be unreasonably withheld. Service
Provider will be responsible for the accurate and proper preparation of the Procedures Manuals and will prepare and provide to
Customer, in both print
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