American Home Shield 2010 Annual Report Download - page 229

(A) technical requirements (if not already defined), (B) a timetable for integration of the replacement personnel
into the Key Service Provider Position, and (C) replacement methodology designed to minimize the loss of
knowledge as a result of losing the Key Personnel. [***] will assume all costs and expenses associated with the
(1) departure or re-assignment of all Key Personnel and (2) development and implementation of the transition plan,
including costs and expenses associated with "knowledge transfer," integration and training of replacement
personnel.
(b) Customer Requested Replacement of Service Provider Personnel. If Customer determines in its discretion
and for reasons that are not unlawful, that the continued assignment to Customer account of any Service Provider personnel is not in
the best interests of Customer, then the Customer Contract Manager may request by notice that Service Provider replace any such
individual with another qualified individual. After receipt of such notice, Service Provider will immediately temporarily suspend
such person's assignment to Customer account and promptly investigate the matter. If Service Provider is not able to address the
matter to Customer's reasonable satisfaction within ten (10) days, Service Provider will remove such individual from Customer
account and replace such individual with Service Provider personnel possessing qualifications and skills appropriate to the position
in accordance with Section 9.2(a)(iii).
(c) Background Investigations. To the extent permitted by applicable Law, and in accordance with Service
Provider's background screening policies as set forth in the Attachment 11-9 to the "Policies" Exhibit, Service Provider will perform
or arrange for a background investigation of all of Service Provider's personnel who will perform any of the Services or will have
access to any of Customer's Company Information. Customer may also require Service Provider to expand the background
investigation or apply additional screening criteria, which shall also be included in the Attachment 11-9 to the "Policies" Exhibit.
The incremental administrative and investigation costs associated with such request shall be at [***]. Further, Service Provider will
ensure that all Service Provider subcontractors perform or arrange for a background investigation in accordance with such
subcontractors' comparable background screening policies of all Service Provider subcontractors' personnel who will perform any of
the Services and who will have access to any of Customer's Company Information, provided, that with respect to [***], any
expanded or additional screening requested by Customer shall be [***]. Service Provider shall not assign any personnel to
Customer's account or otherwise permit any of its personnel to have access to Customer's Company Information who have not met
the background screening criteria consistent with this paragraph.
(d) Independent Contractor. Neither Service Provider nor Service Provider's employees are or shall be
deemed to be employees of Customer. Service Provider shall be solely responsible for the payment of compensation (including
provision for employment taxes, federal, state and local income taxes, workers compensation and any similar taxes) associated with
the employment of Service Provider's employees. Service Provider shall also be solely responsible for obtaining and maintaining all
requisite work permits, visas, and any other documentation. Service Provider represents that Service Provider, its employees, and
those
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