American Home Shield 2010 Annual Report Download - page 214

then, to the extent commercially reasonable, such schedule shall provide for implementation of such Additional
Services in a manner to enable timely compliance by the Customer Group with such Law; Service Provider shall
notify Customer as soon as practicable if it determines that it will not be able to implement the Additional Services
to enable such timely compliance and shall use commercially reasonable efforts to identify and propose to
Customer an alternative method of enabling such compliance);
(iii) Service Provider's proposed charges for such Additional Services in accordance with
Section 3.6(d), including a detailed breakdown of any such charges (which shall be quoted as a fixed fee and/or on
a "time and materials" basis reflecting Service Provider's Hourly Rates, as requested by Customer);
(iv) to the extent applicable, an estimate of Service Provider's skills necessary to provide such
Additional Services, including implementation and on-going services;
(v) to the extent applicable, a description of any new or additional Software, tools, Equipment or
other resources required for Service Provider to implement and provide such Additional Services;
(vi) Service Provider's proposed acceptance test criteria, procedures, Service Levels, and Service
Level Credits for such Additional Services, each of which shall be commercially reasonable;
(vii) the name and title of Service Provider employee who would serve as project manager in
connection with the implementation of such Additional Services;
(viii) a statement of the anticipated effects of the Additional Services on the performance of the
existing Services;
(ix) alternative methods of providing the Additional Services in a more cost-effective or otherwise
more advantageous manner; and
(x) any other information reasonably requested by Customer.
(c) Upon Customer's written acceptance of Service Provider's proposal to perform Additional Services, which
acceptance must be provided to Service Provider within sixty (60) days of Customer's receipt of a proposal in accordance with
Section 3.6(b), Service Provider will prepare and the Parties will execute a Change Order reflecting the terms of their agreement with
respect to such Additional Services consistent with this Section 3.6.
(d) Except as the Parties may otherwise agree in writing, Service Provider's charges for the Additional
Services shall be established as follows:
(i) with respect to the implementation of any Additional Services, Service Provider shall implement
such Additional Services, including making
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any necessary changes to the Services and the related systems used by Service Provider to perform the Services,
and Customer shall pay [***] charges for such implementation; and
(ii) with respect to Additional Services that require the on-going application of resources of Service
Provider following implementation of such Additional Services, the Charges shall be adjusted [***].
Any Dispute with respect to the applicability, amount or [***] of any charges payable by Customer pursuant to this
subsection (d) may, at the option of either Party, be resolved in accordance with the expedited dispute resolution process set forth in
the "Dispute Resolution Procedures" Exhibit. If any Dispute arises as to whether the services requested are Additional Services [***],
then Customer shall pay to Service Provider [***], until such Dispute is resolved and shall have no obligation to pay any other
additional charges for the disputed services until such resolution has occurred. Within ten (10) days following resolution of such
Dispute, the applicable Party shall pay to the other Party all amounts determined to be due, plus interest at the rate of [***] per annum
(but not exceeding the maximum rate permitted by Law in any case), from the date such amounts were paid (in the case of amounts to
be repaid to Customer) or the date on which such amounts originally would have been due (in the case of amounts to be paid to
Service Provider). Service Provider shall perform the requested services in full until such Dispute is resolved.
(e) Notwithstanding anything to the contrary in Section 3.6(d), if the Parties execute a Change Order with
respect to any Additional Services in accordance with Section 3.6(c), the charges that apply to such Additional Services shall be
those set forth in such Change Order. However, if Service Provider fails to prepare and deliver to Customer a proposal in
accordance with Section 3.6(b) upon receipt of a request from Customer pursuant to Section 3.6(a) with respect to any Additional
Services, or if Service Provider refuses to execute a Change Order with respect to any Additional Services in accordance with
Section 3.6(c), Service Provider shall nevertheless be required to provide the Additional Services pursuant to Section 3.6(a) in
exchange for charges determined pursuant to Section 3.6(d), provided, that Service provider has the technical capability and
resources to perform such Additional Services.