American Home Shield 2010 Annual Report Download - page 267

EXHIBITS TO THE MASTER AGREEMENT
Exhibit
1 Definitions [portions omitted]
2 List of Transaction Document Schedules [portions omitted]
3 Form of Transaction Document [portions omitted]
4 Governance and Change Control [portions omitted]
5 [Reserved]
6 Form of Auditor Confidentiality Agreement
7 Dispute Resolution Procedures [portions omitted]
8 Procedures Manual Requirements [portions omitted]
9 Customer Security Requirements [portions omitted]
10 Market Currency Procedures [portions omitted]
10.1 Benchmarking Services Agreement [portions omitted]
11 Policies [portions omitted]
12 Form of Business Associate Agreement
13 Customer Competitors [portions omitted]
1
Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted
portions subject to the confidential treatment request are designated by three asterisks ([***]). A complete version of this
agreement has been separately filed with the Securities and Exchange Commission.
Exhibit 1
Definitions
This is Exhibit 1, Definitions, to that certain First Amended and Restated Master Services Agreement, dated as of November 1, 2010,
between ServiceMaster Consumer Services, L.P. and International Business Machines corporation.
The following terms used in the Agreement shall have the meanings indicated:
1.01 [***].
1.02 Action Plan has the meaning set forth in Section 9.7(f) of the Master Agreement.
1.03 [***].
1.04 Additional Services means information technology functions, tasks and activities that are reasonably related to, but fall
outside of the then existing scope of the Services.
1.05 Affiliate means, with respect to a Party, any entity that controls, is controlled by or is under common control with a Party.
For purposes of this definition, the term "control" (including with correlative meanings, the terms "controlled by" and "under common
control with") means the possession directly or indirectly of the power to direct or cause the direction of the management and policies
of an entity, whether through the ownership of voting securities, by trust, management agreement, contract or otherwise. A Person or
entity will be conclusively deemed to "control" another person or entity, if it is the "beneficial owner," as defined pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, and the related rules and regulations, of securities of that entity
having the power to cast more than fifty percent (50%) of the votes entitled to be cast for the election of directors or similar managers
of such entity.
1.06 Agreement means the Master Services Agreement, all Exhibits thereto, all Transaction Documents executed pursuant to the
Master Agreement, all Schedules thereto, the Procedures Manuals and all Change Orders, which documents are incorporated into the
"Agreement" by this reference.