American Home Shield 2010 Annual Report Download - page 218

(c) Shared Service Locations. If Service Provider provides the Services to Customer from a Location that is
shared with a Third Party or Third Parties or from a Location from which Service Provider provides services to a Third Party or
Third Parties, then Service Provider shall share with Customer its process to restrict access in any such shared environment to
Customer's Company Information and shall implement such process during the Term.
4. CHARGES; NEW SERVICES; INVOICES; AND PAYMENTS
4.1. Charges
Customer agrees to pay to Service Provider the Charges as specified in the "Charges" Schedule to a Transaction
Document, together with the other amounts as described in this Section 4.
4.2. Taxes
(a) Responsibility. Customer shall be responsible for Taxes imposed on, based on, or measured by any
consideration for any provision of services or transfer of property by Service Provider to Customer pursuant to this Agreement.
Customer shall not be responsible for (i) any taxes not within the scope of the term Taxes as defined in this Agreement, or (ii) any
Taxes on any amounts (including taxes) that are previously paid or incurred by Service Provider and that are passed through to and
reimbursed by Customer or that are paid directly by Customer to a Third Party service provider. Service Provider shall be
responsible for all Taxes that are imposed on Service Provider's acquisition, ownership, or use of property or services in the course
of providing property or services to Customer, it being understood and agreed that this provision shall not relieve Customer of its
responsibility and liability for Taxes under this Section 4.2 that are imposed upon any transfer or lease of such property from Service
Provider to Customer.
(b) Exemptions. Notwithstanding anything to the contrary in this Agreement, Customer will not pay or
reimburse Service Provider for any Taxes related to the provision of goods or services for which Customer provides Service Provider
with a valid and applicable exemption certificate, multi-state benefit certificate, resale certificate, or other reasonable evidence of
exemption. Service Provider will make all reasonable efforts to ensure that any exemption from any Tax that is available to
Customer will be utilized when Service Provider makes any purchase on behalf of Customer.
(c) Withholding Taxes. Service Provider shall be responsible for any Withholding Tax liability asserted by
any tax authority against Customer as a result of payments made by Customer to Service Provider under the terms of this
Agreement. Customer shall provide notice to Service Provider of any assertion of Withholding Tax liability by any tax authority and
shall make available to Service Provider on a timely basis valid evidence of any Withholding Tax paid by Customer to such tax
authority.
(d) Cooperation. The Parties agree to reasonably cooperate with each other to enable each to more accurately
determine its own Tax liabilities and to minimize such Taxes incurred in connection with this Agreement to the extent legally
possible. Service Provider's
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