American Home Shield 2010 Annual Report Download - page 261

that with respect to the worker's compensation policy, such waiver of subrogation shall not apply in instances of [***].
16. DISPUTE RESOLUTION
16.1. Disputes in General
The Parties will resolve all Disputes in accordance with the procedures described in the "Dispute Resolution
Procedures" Exhibit.
16.2. Continued Performance
Except where directly prevented from doing so by the matter in Dispute, the Parties agree to continue performing
their respective obligations under this Agreement while any Dispute is being resolved unless and until such obligations are terminated
by the termination or expiration of the Agreement.
16.3. Exceptions to Dispute Resolution Procedures
Notwithstanding any other provision of the Agreement, either Party may resort to court action for injunctive relief at
any time if, in such Party's good faith belief, the Dispute Resolution Procedures would permit or cause irreparable injury to such Party,
or any Third Party claiming against such Party, due to delay arising out of the Dispute Resolution Procedures.
16.4. Governing Law
All rights and obligations of the Parties relating to this Agreement shall be governed by and construed in accordance
with the Law of the State of Tennessee without giving effect to any choice-of-law provision or rule (whether of the State of Tennessee
or any other jurisdiction) that would cause the application of the Laws of any other jurisdiction. Each Party shall bring any suit, action
or other proceeding with respect to the Agreement in a Federal District Court located in Memphis, Tennessee, unless the jurisdiction
of such courts are improper, in which event a Party may bring such suit, action or other proceeding in any court of competent
jurisdiction in Memphis, Tennessee. Service Provider consents to the exclusive jurisdiction of any state or federal court empowered to
enforce this Agreement located in Memphis, Tennessee, and waives any objection thereto on the basis of personal jurisdiction or
venue. The Parties waive their respective rights to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any
action, proceeding and/or hearing brought by either Party against the other on any matter whatsoever arising out of, or in any way
connected with, this Agreement.
17. GENERAL
17.1. Relationship of Parties
(a) No Joint Venture. The Agreement (including the Transaction Documents) shall not be construed as
constituting either Party as partner, joint venture or fiduciary of the other Party or to create any other form of legal association that
would impose liability upon one
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Party for the act or failure to act of the other Party, or as providing either Party with the right, power or authority (express or implied)
to create any duty or obligation of the other Party.
(b) Publicity. Each Party will submit to the other Party for approval all advertising, written sales promotion,
press releases and other publicity matters relating to the Agreement in which the other Party's name or marks are mentioned or
language from which the connection of such name or marks may be inferred or implied, and will not publish or use such advertising,
sales promotion, press releases, or publicity matters without prior written approval of the other Party.
17.2. Entire Agreement, Updates, Amendments and Modifications
This Master Agreement, and the related Transaction Document No. 1 of even date, amends and restates in its
entirety the Original Agreement. The Agreement (including the Transaction Documents) constitutes the entire agreement of the
Parties with regard to the Services and matters addressed therein, and all prior agreements, letters, proposals, discussions and other
documents regarding the Services and the matters addressed in the Agreement (including the Transaction Documents) are superseded
and merged into the Agreement (including the Transaction Documents). Notwithstanding the foregoing, any claims the Parties may
have against one another arising entirely prior to the Effective Date shall be governed by, the Original Agreement. Updates,
amendments, corrections and modifications to the Agreement, including the Transaction Documents, and waivers of its terms, may not
be made orally, but shall only be made by a written document signed by both Parties. Any terms and conditions varying from the
Agreement (including the Transaction Documents) on any order or written notification from either Party shall not be effective or
binding on the other Party.
17.3. Force Majeure