American Home Shield 2010 Annual Report Download - page 288

(a) [***]
1.3 Operating Principles. A set of operating principles will be agreed upon within [***]. These operating principles
will be developed collaboratively working with the Service Provider and will define directional statements regarding how the Parties
expect to manage the relationship.
1.4 [***]
2. GOVERNANCE OPERATING MODEL
2.1 Governance Operating Model Purpose. The governance operating model describes the organizational and
process components necessary to achieve effective governance. These components consist of the following:
2.1.1 [***]
2.2 Governance Organization and Staffing
2.2.1 Each Party's Responsible Executive shall have the duties as described in Sections 2.2.8(a) and (b) below,
respectively. Unless specifically stated otherwise or implied by its context, the Responsible Executives shall be deemed to include
their respective delegated representatives.
2.2.2 The Responsible Executives shall together establish appropriate communication, management and
interface processes among the Customer Governance Organization, Customer corporate, Customer business units, Service Provider
and any Third Parties within the terms of the Agreement.
2.2.3 [***] Service Provider Responsible Executive shall provide information requested by Customer so that
Customer may develop and deliver a communications package to the Customer stakeholders that describe the purpose and intent of the
relationship, key deal elements, scope of Services, Service Provider Key Personnel, roles and responsibilities, high-level decision
rights and the fundamentals of the applicable High Level Transition and Transformation Plan.
2.2.4 As of the Effective Date, Customer shall designate the Customer Responsible Executive. Service Provider
shall designate its Responsible Executive as of the Effective Date, and shall designate the Service Provider Service Delivery Manager
[***].
2.2.5 Service Provider shall put in place a Service Provider Governance Organization that contains the roles
required for the performance of its obligations under the Agreement and to fulfill the objectives of governance as described herein.
2.2.6 Customer shall put in place a Customer Governance Organization that contains the roles required for the
performance of its obligations under the Agreement and to fulfill the objectives of governance as described herein.