American Home Shield 2010 Annual Report Download - page 221

4.9. Changes in Customer Business
(a) If during the Term, Customer experiences significant changes in the scope or nature of its business which
have or are reasonably expected to have the effect of causing a substantive and sustained decrease in the amount of Service Provider
resources used in performing the Services under one or more Transaction Documents, such changes shall be governed by this
Section 4.9; provided, that such decreases are not due to Customer's resuming the provision of such Services by itself or Customer
transferring the provision of such Services to another Third Party provider, except as permitted by this Agreement. Examples of the
kinds of events that might cause such substantial decreases include: (i) changes in Customer's products or markets; (ii) mergers,
acquisitions or divestitures; (iii) changes in market priorities; (iv) reduction in demand for Customer's products; or (v) general
business or economic downturn.
(b) Customer will notify Service Provider of any event or discrete set of events which Customer believes
qualifies under this Section 4.9, and Service Provider will identify any changes that can be made to accommodate such decrease of
resource requirements in a cost-effective manner without disruption to Customer's ongoing operations, and the cost savings that will
result therefrom, if any, in a plan that will be submitted to Customer within sixty (60) days for review and acceptance. Such changes
shall:
(i) be based on [***]; and
(ii) provide for changes to the Charges and other terms that have been determined [***].
(c) Upon acceptance by Customer, Service Provider will make any applicable adjustments to the Charges and
the related Baselines and other terms to reflect the foregoing and distribute an amended "Charges" Schedule and executed Change
Order to the affected Transaction Documents to the Parties.
5. COVENANTS
5.1. Covenant of Cooperation and Good Faith
The Parties covenant to timely and diligently cooperate in good faith to effect the terms of this Agreement. Except
as otherwise provided herein, neither Party shall unreasonably withhold or delay any consent, approval or request by the other Party
required under the Agreement.
5.2. Services
Service Provider shall render the Services using personnel that have the necessary knowledge, training, skills,
experience, qualifications and resources to provide and perform the Services in accordance with this Agreement, and shall render the
Services in a prompt, professional, diligent, workmanlike manner consistent with industry standards applicable to the performance of
such Services.
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