American Home Shield 2010 Annual Report Download - page 240

Rights and other rights and protections relating to the Deliverables created hereunder in any and all countries.
Service Provider acknowledges, and will cause all Service Provider Representatives to acknowledge, that
Customer will have the right to obtain and hold in its own name the Intellectual Property Rights in and to the
Deliverables. Service Provider shall place proprietary rights notices in favor of Customer on the Deliverables at
Customer's request.
(b) Customer hereby grants to Service Provider a worldwide, [***], non-exclusive license to use, execute,
reproduce, display, perform, distribute copies of, maintain, modify, enhance, and prepare Derivative Works based upon, such
Deliverables and to have others perform the same on Service Provider's behalf, provided, that:
(i) [***]
10.6. Additional Licenses to Customer
(a) Commercially Available Service Provider Materials. With respect to those Service Provider Materials
which are generally commercially available and which are used by Service Provider and/or its subcontractors to provide the Services
as of the end of the Term, Service Provider hereby grants to the members of the Customer Group a license which may be exercised
at the expiration or earlier termination of the Term to all such Materials (which license shall permit a Third Party designated by
Customer to use such Materials solely for the members of the Customer Group's benefit) [***].
(b) Commercially Unavailable Service Provider Materials. With respect to those Service Provider Materials
that are not generally commercially available and which are used by Service Provider to provide the Services, but not including the
Service Provider Materials listed in the "Commercially Unavailable Service Provider Tools" Schedule (the "Commercially
Unavailable Service Provider Tools"), Service Provider hereby grants to the members of the Customer Group a worldwide, non-
exclusive, non-transferable, license to such Service Provider Materials [***] (i) to use, execute, reproduce (as necessary to support
the members of the Customer Group's authorized use of such Service Provider Materials), display, perform, distribute (internally
within the Customer Group and to the Third Parties and Affiliates described in (ii) below), maintain, modify, enhance and prepare
Derivative Works based upon, such Materials and to the extent necessary for the exercise of such license in such Service Provider
Materials, all intellectual property: (A) on which such Service Provider Materials so licensed depend, (B) that is practiced by and/or
incorporated into any such licensed Service Provider Materials and/or the Customer Group Derivative Works by Service Provider or
its subcontractors (e.g., developed by Service Provider and/or its subcontractors), or (C) that is necessary for the use and
maintenance of any such licensed Service Provider Materials and/or such Customer Group Derivative Works, exercisable from and
after the date on which Service Provider is obligated to provide Termination Assistance Services, in each case solely in connection
with the Customer Business in connection with the continued receipt and use by the Customer Group of services which are the same
as or similar to the Services, and (ii) to sublicense to Third Parties and/or any Affiliates of the Customer Group, [***], to do any or
all of the foregoing; provided, that such Third Party or Affiliate has first executed agreements as required by this Agreement, to
protect Service Provider's intellectual property rights in such
37