American Home Shield 2010 Annual Report Download - page 234

audits relating to the Customer Group's financial reporting and legal requirements.
(d) Service Provider Audits and Reporting.
(i) Common Processes Audit. Once in the fourth quarter of each calendar year, Service Provider
shall cause a Type II audit in accordance with Statement of Auditing Standards No. 70 (or under Statement on
Standards for Attestation Engagements (SSAE) No. 16 ("Controls Audit") as described herein. All audit reports
issued after June 15, 2011, but covering an audit period ending prior to June 15, 2011 will be issued by Service
Provider under the SAS No. 70 standard. Reports covering an audit period ending on or after June 15, 2011 will
be issued by Service Provider under the SSAE 16 or ISAE 3402 standard. Either audit covering the common
processes and controls performed by Service Provider at the Service Provider Shared Services Center Location
listed in each Transaction Document for at least the preceding six (6) month period to be completed by an
independent, nationally recognized firm qualified to perform such audits. The audit shall be a multi-client
Controls Audit as described herein, such audit covering Service Provider common processes applicable to multiple
customers at the Service Provider Shared Services Center Location and does not cover transaction processing
services to Customer. In the year in which transition of Services to Service Provider occurs under each
Transaction Document, a Controls Audit as described herein will be provided only if transition is completed in
sufficient time to allow six (6) months of Service Provider performance of the covered Services prior to
September 30. A copy of each of the resulting audit reports shall be delivered to Customer during the last quarter
of each calendar year. At Customer's request, the Parties will meet to review the results of such Controls Audit
report(s) within ten (10) days after their delivery to Customer. In addition, Service Provider will provide Customer
within five (5) Business Days of its request, a certificate of an officer of Service Provider certifying that there has
been no change in such controls and systems or the successful operation of such controls and systems since the
date of the most recent opinion of Service Provider's independent auditors.
(ii) Customer Specific Audits. At Customer's request and expense, at least once in the fourth quarter
of each calendar year or as specified in the "Services Description" Schedule to a Transaction Document or as
requested by Customer, Service Provider shall cause a Controls Audit as described herein Audit covering the
processes and controls specific to the Services and set forth in each Transaction Document to be completed by an
independent, nationally recognized firm qualified to perform such audits. A copy of each of the resulting audit
reports shall be delivered to Customer during the last quarter of each calendar year. At Customer's request, the
Parties will meet to review the results of such reports within ten (10) days after their delivery to Customer. In
addition, Service Provider will provide Customer within five (5) Business Days of its request, a certificate of an
officer of Service Provider certifying that there has been no change in such controls and systems or the successful
operation of
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such controls and systems since the date of the most recent opinion of such independent auditors.
(iii) Qualified Opinions. If Service Provider is unable to timely deliver to Customer any audit report
described in (d) (i) and (ii) above which does not identify any significant deficiency or material weakness, Service
Provider shall (A) provide Customer, on the date such report is delivered, or is due to be delivered, with a written
statement describing the circumstances giving rise to any delay in delivering such report or any such significant
deficiency or material weakness identified in such report, (B) promptly take such actions as shall be necessary to
resolve such circumstances and deliver an unqualified report as promptly as practicable thereafter, and (C) permit
Customer and its external auditors to perform such procedures and testing of Service Provider's controls and
processes as are reasonably necessary for their assessment of the operating effectiveness of Service Provider's
controls and of Customer's internal controls applicable to the Services and the related business functions of
Customer. Customer shall have the right to provide all reports delivered hereunder to its investors, attorneys,
accountants and other advisors, who shall be entitled to rely thereon and to otherwise disclose such matters as it
determines to be necessary or desirable.
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