American Home Shield 2010 Annual Report Download - page 257

(g) any Claims resulting from Customer's breach of its representations, warranties or covenants set forth in
Sections 6.1(a), 6.1(b) and 6.1(e);
(h) all Claims for Customer's tax liabilities, if any, as set forth in Section 4.2;
(i) all Claims that any Customer personnel is an employee or agent of Service Provider, except to the extent
that Service Provider's actions other than in accordance with the Agreement or Customer's direction are determined to have created
an employer-employee or agency relationship with such personnel, including, (i) the cost of any employee benefits Service Provider
is required to provide to or pay for on behalf of any Customer personnel, and (ii) any Claim brought by any Customer personnel
against Service Provider based upon the employer-employee relationship; and
(j) any Claim resulting from Customer's misappropriation of confidential information in breach of its
obligations under Section 11.4 with respect to Service Provider Company Information.
14.3. Indemnification Procedures
An indemnified Party under this Section 14 shall promptly notify the indemnifying Party of any Claim with respect
to which it seeks indemnity under this Section 14. An indemnifying Party may participate, at its own expense, in the defense of such
Claim. If it so elects within a reasonable time after receipt of such notice, an indemnifying Party may, except as provided in the
immediately following sentence and the last sentence of this paragraph, assume the defense of such Claim, with counsel reasonably
satisfactory to the indemnified Party to represent the indemnified Party and shall pay the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified Party shall have the right to retain its own counsel, but the fees
and expense of such counsel shall be at the expense of such indemnified Party unless, (a) the indemnifying Party and the indemnified
Party shall have mutually agreed otherwise, or (b) the named Parties to any such proceeding (including any impleaded parties) include
both the indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate
due to actual or potential conflicting interests between them. It is agreed that the indemnifying Party shall not, in respect of the legal
expense of any indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified Parties and that all such
fees and expenses shall be reimbursed as they are incurred. The indemnifying Party shall not be liable for any settlement of any
proceeding effected without its written consent. No indemnifying Party shall, without the prior written consent of the indemnified
Party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such indemnified Party (i) if such settlement: (A) involves any form of
relief other than the payment of money, (B) any finding or admission of any violation of any Law or any of the rights of any person, or
(C) has any adverse effect on any other Claims that have been or may be made against the indemnified Party, or (ii) if such settlement
involves only the payment of money, unless it includes an unconditional release of such indemnified Party of all liability on all
indemnified claims that are the subject of such proceeding. An indemnified Party may assume control of the
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