American Home Shield 2010 Annual Report Download - page 235

(e) General Principles Regarding Audits.
(i) Access. Service Provider shall provide Customer Auditors with reasonable access to: (A) the
parts of any Location at which Service Provider is providing the Services; (B) Service Provider Assets used by
Service Provider to provide the Services; (C) Service Provider personnel providing the Services; (D) Service
Provider subcontractors and agents who perform any portion of the Services (including to such entity's personnel,
facilities, records, systems, controls, processes and procedures); and (E) all Service Provider Records. Customer
Audits will be conducted in a manner that does not unreasonably disrupt or delay Service Provider's performance
of services for its other customers. Service Provider shall be relieved of its obligations under this Agreement to the
extent that the activities of the Customer Auditors adversely affect its performance of the Services; provided, that
Service Provider shall notify Customer of any such adverse affect and Service Provider shall use its commercially
reasonable efforts to perform it obligations not withstanding such interference. Customer's access to the Service
Provider Records shall include the right to inspect and photocopy same, the right to retain copies of such Service
Provider Records outside of the Service Provider Locations and/or other Service Provider or Service Provider
subcontractor premises with appropriate safeguards, if such retention is deemed necessary by Customer and the
right to install audit software. Customer will indemnify and hold harmless Service Provider against all Losses
resulting from the installation or operation of such audit software and Service Provider shall be relieved of its
obligations under this Agreement to the extent that such installation or operation adversely affects its performance
of the Services; provided, that Service Provider shall notify Customer of any such adverse affect and Service
Provider shall use its commercially reasonable efforts to perform it obligations notwithstanding such interference.
(ii) Confidentiality. Prior to being permitted access, unless otherwise agreed to by the Parties, each
Customer Auditor (other than representatives of Governmental Authorities) shall execute a non-disclosure
agreement with Customer and Service Provider in the form attached as the "Form of Auditor Confidentiality
Agreement" Exhibit or, if such form is not acceptable to such Customer Auditor, such other form as is reasonably
acceptable to the Parties and such auditor or inspector. Service Provider agrees that the form of non-disclosure
agreement between Customer and Deloitte & Touche (acting in their capacity as independent public accountants)
in the form attached to the "Form of Auditor Confidentiality Agreement" Exhibit shall be acceptable in lieu of an
agreement with Service Provider. For the avoidance of doubt, Customer shall be responsible to Service Provider
for any breach by Deloitte & Touche of its obligations under such agreement. Service Provider may require
Customer Auditors to comply with the security requirements of Service Provider that are generally applied to all
auditors or inspectors of its other customers. External auditors engaged by Customer to perform audits pursuant to
this Section 9.7 shall not be engaged by Customer on a contingent fee basis. Any external
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