American Home Shield 2010 Annual Report Download - page 253

13.3. Direct Damages
(a) Except as provided in Section 13.2(a) and (b), neither Party shall have any liability, whether based on
contract, tort (including negligence), warranty, guarantee or any other legal or equitable grounds, to the other Party for any damages
other than Direct Damages. "Direct Damages" shall mean[***].
(b) [***].
13.4. Notification Cap
[***]
13.5. Remedies
At its option, either Party may seek all remedies available to it under law and in equity, including injunctive relief in
the form of specific performance to enforce the Agreement and/or actions for damages.
14. INDEMNITIES
14.1. Indemnity by Service Provider
Service Provider will indemnify and hold harmless Customer, the other members of the Customer Group, its and
their Affiliates, and the respective current, future and former officers, directors, employees, agents, successors and assigns of each of
the foregoing, and each of the foregoing persons or entities (the "Customer Indemnitees") on demand, from and against any and all
Losses incurred by any of them, and shall defend the Customer Indemnitees against all Claims arising from or in connection with:
(a) all Claims that any Covered Resources or Customer Group's use thereof (or access to or exercise of any
other rights granted under this agreement with respect to such Covered Resources) in connection with the Services or any Third
Party's use (or access to or exercise of any other rights granted under this agreement with respect to such Covered Resources)
thereof authorized by Service Provider in any circumstance, infringes or misappropriates the Intellectual Property Rights of a Third
Party; provided, however, that Service Provider shall have no liability or obligation to any of the Customer Indemnitees under this
Section 14.2 to the extent that the claim of infringement or misappropriation is caused by: (i) such Customer Indemnitee's
modification of such Covered Resource, except as authorized by Service Provider in writing; (ii) such Customer Indemnitee's use of
such Covered Resource in combination with any product or equipment not owned or provided by Service Provider, except where
Service Provider knew that such combination would be or was used by Customer or such Customer Indemnitee and did not object
(Service Provider will be deemed to have knowledge of such combinations only if they are described or referred to in, or are
reasonably apparent from, the Agreement or any documentation exchanged by Service Provider, its Affiliates and subcontractors and
the members of the Customer Group and, in each case, their respective representatives); (iii) resources provided by the Customer or
Customer Group for use by Service Provider and/or its subcontractors; (iv) business processes that were used by the
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Customer Group before they were taken over in whole or in part by Service Provider; (v) Services or the results thereof conforming
to or based upon designs or specifications provided by members of the Customer Group or at the direction of members of the
Customer Group; or (vi) Customer Indemnitees use of "information" which is not a Deliverable or Software in a manner not
authorized by Service Provider in writing. If any Covered Resource provided by Service Provider hereunder is held to constitute, or
in Service Provider's reasonable judgment is likely to constitute, an infringement or misappropriation, Service Provider will in
addition to its indemnity obligations, at its expense and option, and after consultation with Customer regarding Customer's
preference in such event, either: (w) procure the right for Customer Indemnitees to continue using such Covered Resource;
(x) replace such Covered Resource with a non-infringing equivalent, provided that such replacement does not result in a degradation
of the functionality, performance or quality of the Covered Resource; (y) modify such Covered Resource, or have such Covered
Resource modified, to make it non-infringing, provided that such modification does not result in a degradation of the functionality,
performance or quality of the Covered Resource; or (z) create a feasible workaround that would not have any adverse impact on the
Customer Group;
(b) all Claims by employees of Service Provider, its Affiliates or subcontractors arising out of or relating to
this Agreement, except to the extent of any indemnification obligation of Customer to any Service Provider Affiliate or
subcontractor or to the extent caused by the negligence or willful misconduct of any member of the Customer Group or any of their
Affiliates or contractors (but excluding Service Provider and its Affiliates and subcontractors from such exception);
(c) all Claims arising out of, resulting from or related to any act or omission of Service Provider in its capacity
as an employer of a Person and arising out of or relating to (i) Laws for the protection of Persons who are members of a protected
class or category of Persons, (ii) sexual discrimination or harassment, and (iii) any other aspect of the employment relationship or its
termination (including claims for breach of an express or implied contract of employment) which arose when the Person asserting
the claim, demand, charge, actions, cause of action or other proceeding was an employee of or candidate for employment by Service
Provider;