American Home Shield 2010 Annual Report Download - page 227

7. TRANSITION
7.1. Transition and Transformation Plan
In accordance with the "Transition and Transformation Planning Process" Schedule to each Transaction Document,
Service Provider will prepare a transition and transformation plan, which shall set forth: (i) all Transition Services necessary to
completely migrate the Services to, or implement the Services by, Service Provider; (ii) an allocation of responsibilities between the
Parties for the performance of such Transition Services; (iii) the transition of the administration, management, operation under and
financial responsibility for applicable Third Party agreements from Customer to Service Provider; (iv) the transition to Service
Provider of the performance of and responsibility for the other functions, responsibilities and tasks currently performed by members of
the Customer Group (or by a Third Party on behalf of members of the Customer Group) which comprise the Services; (v) Service
Levels applicable to the Transition Services; (vi) the Services, projects, tasks, responsibilities and timelines for activities to be
performed in connection with the evolution, integration and transformation of the functions comprising the Services in accordance
with the agreed upon plan; and (vii) such other information and planning as are necessary to ensure that the Transition and
Transformation takes place on schedule and without disruption to Customer's operations (each, a "Transition and Transformation
Plan").
7.2. Critical Transition Milestones
Each Transition and Transformation Plan shall include those milestones that are critical to the success of the
Transition (the "Critical Transition Milestones"). For each Critical Transition Milestone, the Transition and Transformation Plan shall
set forth: (a) the transition activities that must be completed by Service Provider in order for the Critical Transition Milestone to be
deemed to have been achieved (the "Critical Transition Activities"); (b) the applicable acceptance criteria; and (c) the date by which
the Critical Transition Milestone must be achieved. A Critical Transition Milestone will be deemed to have been achieved at such
time as each Critical Transition Activity included within the Critical Transition Milestone has satisfied all applicable acceptance
criteria.
7.3. Affected Employees
Customer may agree in any Transaction Document to provide Service Provider with the opportunity to offer
employment to certain of the employees of the Customer Group in connection with the execution of the Agreement and one or more
Transaction Documents. The "Affected Employees" Schedule to a Transaction Document, if any, shall set forth the Parties' agreement
with respect to such employees.
8. GOVERNANCE
Customer's account will be governed in accordance with the "Account Governance" Exhibit. The Services shall
include all Service Provider obligations set forth in the "Account Governance" Exhibit, and all other project management, governance
and related management activities described herein and in the Transaction Documents or Schedules thereto, and shall be performed by
Service Provider at no additional cost to Customer.
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