American Home Shield 2010 Annual Report Download - page 243

10.11. Sale of an Affiliate
Customer may extend to (a) a Customer Group member that is sold or otherwise transferred to a third party, (b) a
business unit of any Customer Group member that is sold or otherwise transferred to a third party, or (c) a business unit of any
Customer Group member that is distributed via a stock dividend or other distribution to the shareholders of such Customer Group
member (collectively a "Transferred Affiliate"), a sublicense in each case for such Transferred Affiliate's use for its business only (but
including the right to sublicense to an outsourcing services provider for use solely in providing services to the Transferred Affiliate),
of the rights in Materials granted to Customer pursuant to this Section 10; provided, however, (i) Service Provider must have provided
Services to such Transferred Affiliate directly from Service Provider or through Customer, and (ii) such Transferred Affiliate must
agree in writing to continue to be bound by the obligations set forth in this Section 10 and other provisions of the Agreement that
protect Service Provider's Intellectual Property Rights in such Materials, including provisions that appropriately limit the use (by or
for such Transferred Affiliate only) and number of copies of such Materials.
11. CONFIDENTIALITY AND DATA
11.1. Company Information
Service Provider and Customer each acknowledge that the other Party may possess and may continue to possess
Company Information, which has commercial value in such other Party's business and is not in the public domain. Such Company
Information may have been discovered or developed by such other Party or provided to it by a Third Party, and such other Party may
hold property rights in such information by assignment, license or otherwise.
11.2. Obligations
(a) Customer and Service Provider will each refrain from unauthorized storage, disclosure and use and will
hold as confidential through use of the same level of care (including both facility physical security and electronic security) to prevent
unauthorized access by, storage, disclosure, publication, dissemination to and/or use by Third Parties of, the Company Information
of the other Party as it employs to avoid unauthorized access, storage, disclosure, publication, dissemination or use of its own
information of a similar nature, but in no event less than a reasonable standard of care. The concept of a "reasonable standard of
care," in the case of Company Information of the Customer Group in the possession of Service Provider, shall include compliance by
Service Provider with the provisions of the "Customer Security Requirements" Schedule and all Laws referred to in Section 3.2(a)
(ii). Notwithstanding the foregoing confidentiality and similar obligations in this Section 11.2 (but subject to the Parties' obligations
with regard to compliance with Law as set forth in Section 3.2), the Parties may disclose to and permit use of the Company
Information by (i) in the case of Customer, other members of the Customer Group, the ultimate parent company of Customer and
any direct or indirect wholly or partially owned subsidiaries of such ultimate parent company, and (ii) in the case of Service
Provider, to Affiliates and subcontractors of Service Provider that are performing the Services, and (iii) in the case of both Parties
and the other members of the Customer Group, the ultimate parent company of either Customer or Service
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Provider and their subsidiaries, their respective legal counsel, auditors, contractors and subcontractors, banks and other financing
sources and their representatives where: (A) such disclosure and use is reasonably necessary, and is only made with respect to such
portion of the Company Information that is reasonably necessary, to permit Service Provider and members of the Customer Group to
perform their obligations or exercise their rights hereunder, for the ultimate parent company of Customer to manage its investment in
Customer and its other such subsidiaries, or for their respective legal counsel, auditors, contractors and subcontractors to provide the
Services to or on behalf of the members of the Customer Group or for the Customer Group to use the Services or to assist with the
management activities of the ultimate parent company of Customer; (B) such auditors, contractors, subcontractors, banks and other
financing sources and their representatives are bound in writing by obligations of confidentiality, non-disclosure and the other
restrictive covenants set forth in this Section 11.2, at least as restrictive and extensive in scope as those set forth in this Section 11.2
(Service Provider agrees that the "Form of Auditor Confidentiality Agreement" Exhibit shall be sufficient with respect to Customer
Auditors); and (C) Service Provider in the case of Customer Company Information, and Customer in the case of Service Provider
Company Information, assumes full responsibility for the acts or omissions with respect to the security and confidentiality of
Company Information of the persons and entities to which each makes disclosures of the Company Information of the other Party no
less than if the acts or omissions were those of Service Provider and Customer respectively. If requested by Customer, Service
Provider shall enter into a Business Associate Agreement in the "Form of Business Associate Agreement" Exhibit.
(b) Without limiting the generality of the foregoing, neither Party will disclose the material commercial terms
of the Agreement or the material substantive positions of the Parties in the negotiation of the Agreement, except to the extent
permitted by this Section 11.2 and/or to enforce the terms of the Agreement, without the prior written consent of the other Party.
Furthermore, except as set forth in the Agreement, neither Service Provider nor Customer will acquire any right in or assert any lien
against the other Party's Company Information, and/or refuse to promptly return, provide a copy in the format reasonably requested
of, or destroy such Company Information upon the request of the disclosing Party.
(c) Notwithstanding any other provision of the Agreement, neither Party nor the persons and entities to which
a Party makes authorized disclosures of the Company Information of the other Party shall be restricted in disclosing and using
knowledge, ideas, know-how and experience, including processes, methods, techniques and concepts developed, conceived or
acquired by either Party, its Affiliates or their respective contractors and subcontractors in the course of the performance of the
Agreement and the performance and use of the Services, which are retained in the minds of employees who have had access to the