American Home Shield 2010 Annual Report Download - page 222

5.3. Continuous Improvement
Service Provider shall diligently and continuously strive to improve the performance and delivery of the Services by
Service Provider and the elements of the policies, processes, procedures and systems that are used by Service Provider to perform and
deliver the Services, subject to the approval of Customer in accordance with the Change Control Procedures. From time to time,
Customer may request that Service Provider work together with Customer and/or Third Parties to identify ways to achieve reductions
in the cost of delivering the Services and corresponding reductions in the Charges. If so requested, Service Provider will at its own
expense, promptly prepare and deliver to Customer within sixty (60) days a detailed proposal identifying all viable means of achieving
the desired reductions without, to the extent practically possible, adversely impacting business objectives or requirements identified by
Customer. Customer will not be obligated to accept or implement any such proposal.
5.4. No Solicitation
(a) Unless otherwise specifically contemplated by this Agreement, the Parties agree, [***], not to solicit or
hire any of the employees of the other Party or its Affiliates to whom they have been introduced in connection with this Agreement.
(b) Notwithstanding paragraph (a), above, either Party may make general solicitations to the public (including
solicitations by way of job posting web sites) or solicitations by a retained Third Party, and hire or contract with any such person that
responds to such a general solicitation so long as the Third Party is not directed by the Party or one of its Affiliates to make such
solicitation directly to the persons to which the limitation of paragraph (a) above applies.
5.5. Export; Regulatory Approvals
(a) Export Laws. The Parties acknowledge that any products, software, and technical information (including
services and training) provided by the Customer Group to Service Provider and its subcontractors under the Agreement may be
subject to U.S. and other countries' export laws and regulations and any use or transfer of such products, software, and technical
information must be authorized under those regulations. Each Party agrees that it will not use, distribute, transfer, or transmit any
products, software or technical information (even if incorporated into other products) in violation of U.S. and other countries' export
laws and regulations. Neither Party will directly or indirectly "export" or "reexport" software or "technical data" disclosed to it by
the other Party or the direct product of such software or "technical data" to any country, or citizen of any country, prohibited by U.S.
or other countries' export laws.
(b) Approvals. Except as otherwise provided for in the Agreement, Service Provider will timely obtain and
maintain all necessary approvals, licenses and permits required by Law applicable to its business and its provision of the Services.
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