American Home Shield 2010 Annual Report Download - page 245

11.3. Exclusions
Notwithstanding the foregoing and excluding the Customer Group Personally Identifiable Information, Section 11.2
shall not apply to any information which Service Provider or Customer can demonstrate was or is: (a) at the time of disclosure to it, in
the public domain; (b) after disclosure to it, published or otherwise becomes part of the public domain as permitted by this Agreement
or through no fault of the receiving Party; (c) without a breach of duty owed to the disclosing Party, is in the possession of the
receiving party at the time of disclosure to it; (d) received after disclosure to it from a Third Party who had a lawful right to and,
without a breach of duty owed to the disclosing Party, did disclose such information to it; or (e) independently developed by the
receiving Party without reference to or use of, including any actions authorized in Section 11.2(a), the Company Information of the
disclosing Party. Further, either Party may disclose the other Party's Company Information to the extent required by Law (including
in filings made under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), or the rules of
any national stock exchange or any listing agreement with such stock exchange to which such Party is or has elected to become
subject. However, in the event of disclosure pursuant to an order of Court or governmental agency, and subject to compliance with
Law, the recipient of such Company Information shall give the disclosing Party prompt notice to permit the disclosing Party an
opportunity, if available, to obtain a protective order or otherwise protect the confidentiality of such information, all at the disclosing
Party's cost and expense; provided, that Customer shall not be obligated to delay the filing or effectiveness of any registration
statement under the Securities Act of 1933, as amended, or the offering or sale of any securities pursuant to any such registration
statement to accommodate such opportunity. The receipt of Company Information under the Agreement will not limit or restrict
assignment or reassignment of employees of Service Provider and the Customer Group within or between the respective Parties and
their Affiliates.
11.4. Data Ownership; Customer Data
(a) All Company Information of the Parties (including, in the case of Customer Group, Customer Data, records and
reports related to the Customer Group and the Customer Business) whether in existence at the Execution Date of a Transaction
Document or compiled thereafter in the course of performing the Services, shall be treated by the Parties (including the subcontractors
of Service Provider) as the exclusive property of the applicable Party and the furnishing of such Company Information, or access to
such items, by any Party shall not grant any express or implied interest in the receiving Party and/or its subcontractors relating to such
Company Information, and the use by the receiving party and its subcontractors' of such Company Information shall be limited to such
use as is necessary for the performance of such Party's obligations under the Agreement.
(b) Upon request at any time and from time to time and without regard to the default status of the Parties under the
Agreement, each Party and/or its subcontractors shall promptly deliver to the other Party the Company Information of such Party
(including, in the case of Customer Group, all data, records and related reports regarding the members of the Customer Group and the
Customer Business) in such format as may be reasonably requested by such Party and in such hard copy as exists on the date of the
request.
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