American Home Shield 2010 Annual Report Download - page 231

of this Agreement. Service Provider will ensure that its agreements with Service Provider subcontractors providing any of the
Services include service level requirements relating to the Services performed by a Service Provider subcontractor that are no less
stringent than the Service Levels under this Agreement for those Services. In addition, where Services are being provided solely for
the benefit of Customer, each new subcontract hereunder shall contain provisions specifying that the Service Provider subcontractor
specifically agrees that Service Provider shall have the right to assign such subcontract to Customer, unless otherwise approved in
writing in advance by Customer, Service Provider shall cause all subcontracts with Service Provider Affiliates, other than
subcontracts with IBM Global Finance, to contain provisions specifying that the Service Provider Affiliate specifically agrees that
Service Provider shall have the right to assign such subcontract to Customer.
(d) Responsibility of Service Provider. Service Provider shall remain primarily liable and obligated to
Customer for the timely and proper performance of all of its obligations hereunder, even if such obligations are delegated to a
Customer-approved subcontractor, and for the proper and timely performance and actions of any person or entity to which it
delegates or subcontracts any such obligation.
(e) Replacement. In the event that Customer determines that it is not in the best interests of Customer for a
subcontractor to continue performing any part or portion of the Services, then Customer shall discuss with Service Provider and, if
Service Provider cannot address Customer's concern to its reasonable satisfaction, Service Provider shall promptly remove such
subcontractor from providing any Services under the Agreement upon request by Customer; [***], Service Provider shall submit a
reasonable replacement plan to Customer within ten (10) business days of Customer's request. Service Provider will revise the plan
to incorporate reasonable changes required by Customer within ten (10) days following Service Provider's receipt of such changes.
Upon approval of the plan by Customer, Service Provider shall immediately implement such plan in accordance with its terms. If
Customer requests that Service Provider remove a subcontractor [***]. If the requested removal is for cause, then [***]. For
purposes of this paragraph, "cause" shall mean (1) any material breach of this Agreement by subcontractor or (2) any non-
compliance with the obligations set forth in Section 3.2(a)(ii).
9.4. Compliance With Service Agreements
To the extent that Customer provides Service Provider with access to or use of leased Equipment, Customer
Software, and their attendant maintenance agreements ("Service Agreements") for which the Customer retains all responsibility
including but not limited to financial responsibility, Service Provider shall, and shall cause its subcontractors, to comply with those
obligations under the Service Agreements that are directly related to the Service Provider's provision of the Services (e.g., operating
software, patches, calling maintenance support vendors) where Customer provides written summary in a quarterly report of the
specific obligation(s) applicable to Service Provider under such Service Agreements for the provision of Services, including
provisions of non-disclosure. Service Provider shall cease use of such items upon expiration or termination of the Agreement or as
required by Customer consistent with the terms of the Agreement.
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