American Home Shield 2010 Annual Report Download - page 230

Service Provider subcontractors authorized by Customer under this Agreement, are authorized to perform services under this
Agreement.
9.3. Use of Subcontractors
(a) The Parties will develop and prepare a list of subcontractors that the Parties agree may be engaged by
Service Provider to perform and deliver the part or portion of the Services indicated on such list as a subcontractor to Service
Provider (the "Approved Subcontractors"), which will be set forth in the "Approved Subcontractors" Schedule to a Transaction
Document.
(b) With respect to proposed subcontractors which are not Approved Subcontractors, Service Provider shall
notify Customer in writing of any proposal by Service Provider to delegate or subcontract a function, responsibility or task to a
subcontractor, or to change subcontractors for any function, responsibility or task (i) that could have [***] on the Customer Business
as conducted by any member of the Customer Group, (ii) where the subcontractor will interface directly with the members of the
Customer Group, (iii) where the subcontractor will perform any Services outside the United States, (iv) where the proposed
subcontract value would exceed [***] in any calendar year, (v) where the subcontractor will perform any of the [***] Services,
(vi) where the subcontractor will perform, [***] Services or (vii) where the subcontract does not comply with the requirements of
paragraph (c) below. Upon Customer's request, Service Provider shall promptly provide to Customer such information as it may
reasonably request regarding the proposed new or replacement subcontractors to permit Customer to determine whether to grant its
consent to such delegation or change or subcontract. Such information shall include the scope of the Services to be delegated, the
experience, financial status, resources, and reason for selection of the proposed subcontractors, and whether and to what extent any
of the factors set forth in the first sentence of this paragraph are implicated by the proposed subcontract. Subject to Service
Provider's timely provision of the foregoing information to Customer, Customer shall be deemed to have accepted such delegation or
subcontract or change that is the subject of the notification by Service Provider to Customer, if Customer has not notified Service
Provider in writing of its objection to such delegation or subcontract on or before the thirtieth (30th) day after receipt of all such
information from Service Provider. If Customer timely notifies Service Provider of its objection in accordance with this Section,
Service Provider shall not effect the proposed delegation change or subcontract. Service Provider shall not disclose any Company
Information of the Customer Group to any subcontractor unless and until such subcontractor has agreed in writing to protect the
confidentiality of such Company Information in a manner at least equivalent to that required of Service Provider by Article 11.
[***] shall be financially and administratively responsible for obtaining all Required Consents necessary in connection with the
performance of any part of the Services by any subcontractor [***].
(c) Service Provider's Agreements with Subcontractors. Service Provider shall provide in its agreements with
Service Provider's subcontractors such written provisions as are sufficient to enable Service Provider to comply with the provisions
of this Agreement. Such provisions include the subcontractor's obligation to keep confidential the Company Information of the
Customer Group and to assign to Customer any Intellectual Property Rights to the extent that such rights are to be assigned to or
owned by Customer pursuant to the terms
26