American Home Shield 2010 Annual Report Download - page 241

Service Provider Materials including the confidentiality provisions. As requested by Customer, Service Provider shall provide
maintenance for such Service Provider Materials [***] to a Transaction Document or as the Parties may otherwise agree in good
faith.
(c) [***] Licenses to Certain Materials. Notwithstanding any other provisions in this Agreement to the
contrary, Service Provider hereby grants to the members of the Customer Group a worldwide, [***], non-exclusive, non-
transferable, [***] license (i) to use, execute, reproduce (as necessary to support the members of the Customer Group's authorized
use of such Service Provider Materials), perform, distribute (internally within the Customer Group, to the other Authorized Users
and to the Third Parties and Affiliates described in (ii) below), maintain, modify, enhance and prepare Derivative Works based upon,
(A) the Procedures Manual, (B) the Internal Use Code [***], (C) the Customer Solution, and (D) to the extent necessary for the
exercise of such license in such Service Provider Materials, the intellectual property: (1) on which such Service Provider Materials
so licensed depend, (2) 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 (3) that is necessary for the use and maintenance of any such licensed Service Provider Materials and/or such
Customer Group Derivative Works, in connection with the performance of and/or the receipt by and/or 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 Service Provider Materials including the
confidentiality provisions. [***].
(d) Delivery of Materials; No License to Source Code. Such licenses include an obligation for Service
Provider to deliver all such Materials upon request by the Customer; provided, however, that Service Provider shall not be obligated
to [***] unless (i) expressly provided in this Agreement, or (ii) [***] is provided under Service Provider's standard terms and
conditions for such Materials.
(e) "Customer Solution" means, with respect to a Tower, (i) the functional, operational, technical, architecture
and performance requirements developed by the Parties and/or their respective Affiliates, contractors and subcontractors for the
information technology systems and other services employed by Service Provider and/or the members of the Customer Group to
perform, provide, deliver, receive and/or use the Services; (ii) the business and operating policies, and procedures employed by
Service Provider and/or the members of the Customer Group to be employed to provide, perform, deliver, receive and/or use the
Services; and (iii) the work plans, work flows, and/or charters developed by Parties with respect to the development, implementation,
performance, delivery, receipt and use of the Services by the Parties, or either of them, with respect to the development,
implementation and operation of the items described in (i) and (ii) above.
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