American Home Shield 2010 Annual Report Download - page 251

(a) Hardware. Unless otherwise agreed pursuant to a Transaction Document, upon Customer's request,
Service Provider agrees to sell to Customer or its designee for [***], the Service Provider Equipment owned by Service Provider
then currently being used by Service Provider primarily dedicated to perform the Services or the portion of the Services covered by
the Transaction Document, as applicable. In the case of such Service Provider Equipment that Service Provider is leasing, Service
Provider agrees to permit Customer or its designee to either buy-out the lease on the Service Provider Equipment and purchase the
Service Provider Equipment from the lessor or, to the extent it is permitted to do so under any such lease, assume the lease(s) and
secure the release of Service Provider thereon. Customer shall be responsible for any sales, use or similar taxes associated with such
purchase of such Service Provider Equipment or the assumption of such leases.
(b) Service Provider Licensed Software. Unless otherwise agreed pursuant to a Transaction Document, if
Service Provider has licensed or purchased and is using any generally commercially available Service Provider Licensed Software to
provide the Services to the Customer Group at the date of expiration or termination of the Agreement and/or any Transaction
Document, Customer may elect in its sole discretion to take a transfer or an assignment of any and all of the licenses for such
software and any attendant maintenance agreement used by Service Provider primarily to provide the Services, which licenses and
maintenance agreements shall in all cases be kept current and fully paid by Service Provider through the date of transfer to
Customer. To the extent any such licenses for Service Provider Software and the attendant current maintenance agreements are not
primarily used to provide the Services or are not transferable by Service Provider to Customer, Service Provider shall procure for
Customer, in Customer's name, and at Customer's expense, a license for such Service Provider Software and a maintenance
agreement for such Service Provider Software. In both of the instances described in the preceding two sentences such license and
maintenance agreements shall be for a scope of use and hardware level appropriate for Customer's operations at the time of transfer
and/or delivery to Customer.
(c) Service Provider Employees. Upon the date of expiration or termination of the Agreement or any
Transaction Document for any reason, the Customer Group or its designee shall have the right to make offers of employment to any
or all Service Provider employees performing Services hereunder or under such Transaction Document. Promptly after either Party
sends the other Party written notice of termination or expiration with the prior consent of each Service Provider employee (each of
whom Service Provider will notify of Customer's interest), subject to the agreement of Service Provider employee(s), Service
Provider agrees to supply Customer with the names and resumes requested by Customer for the purpose of exercising its rights under
this Section 12.5, at no charge. Subject to applicable Law, Customer's rights under this Section 12.5 will take precedence over any
Service Provider/employee employment contract or covenant that may otherwise limit an employee's right to accept employment
with the Customer Group.
(d) Return of Data. Service Provider and/or its subcontractors shall promptly deliver to Customer the
Company Information (including all data, records and related reports regarding the Customer Group, the Customer Business and the
Services) in such format as may be reasonably requested by Customer and in such hard copy as then exists.
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