American Home Shield 2010 Annual Report Download - page 250

performance by the members of the Customer Group or one or more Successor Service Providers of functions to replace such
Services; provided, however, that such Third Parties comply with Service Provider's security and confidentiality requirements,
including execution of a confidentiality agreement consistent with each of the terms hereof. Neither the Term of the Agreement nor
the term of any Transaction Document shall be deemed to have expired or terminated until the Termination Assistance Services
thereunder are completed and the Services are fully transferred to Customer or Customer's designee.
(b) Commencement. Upon Customer's request Service Provider shall provide Termination Assistance
Services in connection with migrating the work of the Customer Group to the members of the Customer Group or a Successor
Service Provider commencing up to one (1) year prior to expiration, or upon and after any notice of termination of or non-renewal of
the Agreement or any Transaction Document. In no event will Customer's holding of monies in compliance with Section 4.8 be
considered a failure by Customer to pay amounts due and payable hereunder. Further, Service Provider shall provide the Termination
Assistance Services in accordance with this Section 12.4 even in the event of Customer's material breach, including an uncured
payment default, with or without an attendant termination for cause by Service Provider, so long as Customer pays Service Provider
for the Termination Assistance Services in accordance with this Section 12.4. [***].
(c) Duration. Termination Assistance Services shall be provided through the effective date of the expiration or
termination of each Transaction Document being terminated. Upon request by Customer, the effective date of such expiration or
termination, the Termination Assistance Services shall be provided for the remainder of the Termination Assistance Period as set
forth in Section 2.2.
(d) Charges. If any Termination Assistance Services provided by Service Provider requires the utilization of
additional resources that Service Provider would not otherwise use in the performance of the Agreement and applicable Transaction
Document(s), but for which there is a current Baseline or other applicable Charging Mechanic, Customer will pay Service Provider
for such usage at the then-current applicable Transaction Document(s) Charges and in the manner set forth in the applicable
Transaction Document(s). If the Termination Assistance Services requires Service Provider to incur costs that Service Provider
would not otherwise incur in the performance of the other Services under the Agreement and applicable Transaction Document(s),
then Service Provider shall notify Customer of the identity and scope of the activities requiring that Service Provider incur such costs
and the projected amount of the charges that will be payable by Customer for the performance of such assistance. Such charges shall
be commercially reasonable and consistent with the other Charges. Upon Customer's authorization, Service Provider shall perform
the assistance and invoice Customer for such Charges. Customer shall pay Service Provider for authorized, additional charges
incurred to provide such assistance to Customer in accordance with Section 4.4(b).
12.5. Other Rights Upon Termination
At the expiration or earlier termination of the Agreement and/or any Transaction Document for any reason, however
described, Service Provider agrees in each such instance, as applicable:
47