American Home Shield 2010 Annual Report Download - page 287

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS TRANSACTION DOCUMENT, UNDERSTAND IT,
AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THIS
SUBJECT SHALL CONSIST OF 1) THIS TRANSACTION DOCUMENT, 2) ITS SCHEDULES, AND 3) THE MASTER
AGREEMENT (INCLUDING THE EXHIBITS THERETO), INCLUDING THOSE AMENDMENTS MADE EFFECTIVE
BY THE PARTIES IN THE FUTURE. THIS STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES
SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT DESCRIBED HEREIN.
Accepted by: Accepted by:
[CUSTOMER] [SERVICE PROVIDER]
By: By:
Authorized Signature Authorized Signature
Name (Type or Print) Date Name (Type or Print) Date
5
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 4
Governance and Change Control
This is Exhibit 4, Governance and Change Control, 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. Unless
otherwise defined herein, capitalized terms have the meanings set forth in the Master Agreement or the "Definitions" Exhibit to the
Master Agreement.
1. OVERVIEW
1.1 Purpose. The purpose of this Exhibit 4 is to establish and agree on the formal procedures for:
(a) managing the relationship between Customer and Service Provider with respect to the Agreement,
including the Transaction Document, and the Project Schedules (all such attachments and schedules collectively known as the
Agreement);
(b) facilitating the continued alignment of the interests of the Parties; and
(c) enabling the relationship to be maintained at the appropriate level within each Party.
1.1.1 To further such purpose, this Exhibit 4 establishes the governance operating model with four major
components. The four components are further described in more detail in Section 4 below:
(a) Governance organization and staffing;
(b) Decision-making rights;
(c) Governance processes; and
(d) Standard reporting and tools.
1.1.2 Service Provider shall be responsible for supporting the development and implementation of the
governance operating model by (a) using industry leading practices, and (b) leveraging its expertise, templates, tools and personnel
resources.
1.1.3 Customer shall be responsible for: (a) defining its overall governance strategy and (b) participating in the
development and implementation of the governance operating model as set forth herein.
1.2 Objectives Of Governance
1.2.1 The objectives of the governance model provided herein are: