American Home Shield 2010 Annual Report Download - page 255

(g) all Claims arising out of the failure of Service Provider to obtain Required Consents which are the
responsibility of Service Provider in accordance with Section 9.5, except to the extent that any such failure or inability results from
Customer's failure to perform any of its obligations under the Agreement;
(h) all Claims that any personnel supplied by Service Provider, its Affiliates and/or their permitted
subcontractors under the Agreement is an employee or agent of Customer, except to the extent that Customer's actions other than in
accordance with the Agreement or Service Provider's direction are determined to have created an employer-employee or agency
relationship with such personnel, including, (i) the cost of any employee benefits Customer is required to provide to or pay for on
behalf of any personnel supplied by Service Provider, its Affiliates and/or their permitted subcontractors, and (ii) any Claim brought
by any personnel supplied by Service Provider, its Affiliates and/or permitted subcontractors against Customer based upon the
employer-employee relationship;
(i) any Claim resulting from Service Provider's misappropriation of confidential information in breach of its
obligations under Section 11.4 with respect to Customer Company Information (excluding circumstances in which the unavailability
of Customer Data is directly caused by technical or other operational problems, or any of the circumstances referred to in
Section 17.13); and
(j) any Claims resulting from Service Provider's breach of its representations, warranties or covenants set
forth in Sections 6.2(a), 6.2(b) and 6.2(i).
14.2. Indemnity by Customer
Customer will indemnify and hold harmless Service Provider and its 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 "Service Provider Indemnitees") on demand, from and against any and all Losses incurred by any of them and shall
defend the Service Provider Indemnitees against all Claims arising from or in connection with:
(a) all Claims that any Customer Software, or Service Provider's use thereof in accordance with the terms of
this Agreement, infringes or misappropriates the Intellectual Property Rights of a Third Party; provided, however, that Customer
shall have no liability or obligation to any of the Service Provider Indemnitees under this Section 14.2(a) to the extent that the claim
of infringement or misappropriation is caused by: (i) such Service Provider Indemnitee's modification of such Customer Software,
except as authorized by Customer in writing; (ii) such Service Provider Indemnitee's use of such item in combination with any
product or equipment not owned or provided by Customer, except where Customer knew that such combination would be used by
Service Provider or such Service Provider Indemnitee and did not object (Customer will be deemed to have knowledge of such
combinations only if they are described in or reasonably inferred 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); or (iii) any Customer Software incorporated in any Work Product. If any Customer Software provided by Customer
hereunder is held to
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