American Home Shield 2010 Annual Report Download - page 217

Services in response to a disaster or other emergency and it is impossible to do so, in which case Service Provider
will notify Customer as soon as possible. In any case, a Service Provider Location Change will require Service
Provider to provide to Customer with such notice, an analysis of the operational, technical, security, regulatory and
other effects of such Service Provider Location Change on the Services and the operations of the Customer Group.
Service Provider shall [***], except as otherwise agreed by the Parties. Customer shall have the right to approve
any Service Provider Location Change that [***]. Customer may withhold its approval, in its sole discretion, of
any Service Provider Location Change that would result in either of the effects described in clauses (B) and (C) of
the preceding sentence. All Service Provider Location Changes shall be subject to the Change Control Procedure;
provided, that the Change Control Procedure shall govern the method of implementation, but shall not provide
Customer any approval right with respect to a Service Provider Location Change, except as provided above.
(b) Use of Customer Facilities. Service Provider may, to the extent set forth in the "Customer Facilities"
Schedule occupy space at a Customer facility, subject to the following:
(i) Service Provider may occupy such space solely for purposes of providing the Services and not for
the provision or marketing of services to other customers or clients of Service Provider.
(ii) Customer agrees to supply reasonable office services and supplies, such as water, sewer, heat,
lights, air conditioning, electricity and office equipment for Service Provider employees occupying such space to
the extent set forth in the applicable Transaction Document; provided, however, that Service Provider personnel
will supply their own cell phones, pagers, computers and printers. Office space will be provided in accordance
with Customer's space standards, which Customer may revise from time to time in its sole discretion. Charges to
Service Provider for such services and office space, if any, shall be set forth in the "Charges" Schedule to the
applicable Transaction Document.
(iii) Service Provider will be responsible for the conduct, welfare and safety of its employees,
subcontractors and agents while in Customer facilities and will take all reasonable precautions to prevent the
occurrence of any injury to persons or property or any interference with Customer's operations while occupying
such space.
(iv) When working at any Customer facility, Service Provider personnel will comply with Customer's
standard workplace security, administrative, safety and other rules, regulations, policies and procedures, including
the Security Requirements, applicable to Customer's own employees and communicated to Service Provider.
Customer will make such policies and procedures available to Service Provider and will notify Service Provider of
any subsequent modifications or amendments thereto.
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