American Home Shield 2010 Annual Report Download - page 228

9. RELATIONSHIP PROTOCOLS
9.1. Non-Exclusive; Alternate Service Providers
Unless otherwise expressly provided in any Transaction Document, the relationship between the Parties is non-
exclusive. Subject to Customer's obligation to satisfy any minimum revenue commitment set forth in the applicable Transaction
Document, during the Term Customer shall have the right to retain Third Party vendors to perform any service, function,
responsibility, activity or task whether or not it is within the scope of the Services or would constitute an Additional Service or New
Service, or to perform any such services, functions, responsibilities or tasks (whether all or a part of the Services or the New Services)
internally. Service Provider shall provide reasonable cooperation (using the resources then applied by Service Provider to provide the
Services) with any such Third Party vendors and Customer as requested from time to time.
9.2. Personnel Resources
(a) Key Personnel and Knowledge Workers.
(i) The Parties will designate as "Key Personnel" in the "List of Key Personnel" Schedule to a
Transaction Document (A) a certain number of Service Provider employees serving in management positions
critical to the management of Customer account, including the Service Provider Contract Manager and (B) a
certain number of Service Provider employees serving in operational positions whose knowledge of the elements
of Customer account are critical to the everyday operations of the business of Customer (collectively, "Key Service
Provider Positions"). Service Provider will cause each of them to be dedicated full-time to the provision of the
Services. The Parties may, from time to time in accordance with the Change Control Procedures, agree to change
the positions designated as Key Service Provider Positions.
(ii) Service Provider will not assign Key Personnel to work on accounts of Customer Competitors
while such employees are Key Personnel and [***] thereafter. Service Provider, other than for cause or as
necessary to comply with Law, may not remove a person from his or her position in a Key Service Provider
Position without Customer's prior written consent. If any person designated as Key Personnel leaves his or her
employment with Service Provider for reasons that are beyond the reasonable control of Service Provider (e.g.,
death, disability, illegal or wrongful activity), Service Provider may temporarily replace such person with a
qualified person without Customer's approval until a permanent replacement has been identified and approved by
Customer.
(iii) Key Personnel may not be transferred or re-assigned until a suitable replacement has been
introduced to and approved by Customer. Any replacement of Key Personnel must be conducted in accordance
with a mutually agreed upon transition plan, which shall include at least the following:
24