American Home Shield 2010 Annual Report Download - page 300

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 6
Attachment 6-2
Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement ("Agreement") is effective as of the "Effective Date" set forth below by and between
ServiceMaster Consumer Services Limited Partnership and its "Affiliates" ("SVM"), International Business Machines Corporation
("IBM"), and the undersigned Company and its Affiliates ("Company"). "Affiliates" mean those entities, under common control of or
with, or controlled by, each Party. SVM , IBM, and Company (individually, "Party" and together, "Parties") agree to protect the
"Confidential Information" (as defined below).
1. Confidential Information. The Parties intend to establish a business relationship. In connection with any and all such efforts,
"Confidential Information" means any and all information concerning a Party's business and its customers, including, without
limitation, any and all current and future technical, operational or financial information (whether published or unpublished), marketing
or business plans, business results, forecasts, customer names and information, vendor names and information, employee names and
information, contracts, practices and procedures, trade secrets, know-how, software, reports, methods, documents, drawings, designs,
tools, models, inventions, patent disclosures, and requests for proposals, requests for information, or other information that may be
disclosed or accessed by or between the Parties, whether in written, verbal, electronic, visual, or other form that is designated as
Confidential Information by the disclosing Party. Notwithstanding the foregoing, information that is disclosed or accessed without
being specifically designated as confidential, shall be deemed Confidential Information if it would be apparent to a reasonable person
that such information is of a confidential or proprietary nature. This Agreement applies to all Confidential Information disclosed or
accessed by or between the Parties.
2. Disclosure of Confidential Information. Each Party will use the Confidential Information of the other Party only for the
purpose of and in connection with the Parties' business relationship and not for its own benefit or the benefit of another, without the
prior written consent of the disclosing Party. Each Party shall hold in confidence, and shall not disclose (or permit or allow its
employees or agents to disclose) to any person outside its organization (except as provided below), any Confidential Information of
the other Party. Each Party shall protect the other Party's Confidential Information using the same degree of care it uses to protect its
own Confidential Information of like kind (but not less than a reasonable degree of care). Each Party shall disclose Confidential
Information received by it under this Agreement only to employees and agents of such Party who have a need to know such
Confidential Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by
the disclosing Party (which contains confidentiality provisions no less strict than what is set forth in this Agreement), to protect such
Confidential Information. Each Party shall adopt and maintain programs and procedures that are reasonably calculated to protect such
Confidential Information and shall be responsible for any disclosure or misuse of Confidential Information that results from a failure
to comply with this Agreement. Each Party will promptly report to the other Party any actual or suspected violation of the terms of this
Agreement and will take all reasonable steps to prevent, control, or remedy any such violation.
3. Limitation on Obligations. The obligations of each Party shall not apply, and neither Party shall have any further obligations,
with respect to any Confidential Information of the other Party to the extent such Party can demonstrate, by clear written evidence,
that the disclosing Party's Confidential Information: (a) is generally known to the public at the time of disclosure or becomes generally
known through no wrongful act of such Party; (b) is in such Party's possession at the time of disclosure other than as a result of such
Party's breach of this Agreement; (c) becomes known to such Party through disclosure by sources other than the disclosing Party; or
(d) is independently developed by such Party without access to, reference to, or reliance upon the disclosing Party's Confidential
Information. A Party's Confidential Information shall remain confidential under this Agreement even if it is required to be disclosed
by the other Party in order to comply with any applicable laws or regulations, valid court orders, or governmental requests. Each Party
shall provide prior written notice of such disclosure to the other Party, if possible, and shall take all reasonable and lawful actions to
avoid or minimize the extent of such disclosure.
4. Termination. This agreement shall remain in effect until the later of: the consummation of a business relationship between the
Parties in the form of a written agreement relating to the Confidential Information exchanged under this Agreement or three (3) years
from the Effective Date.
5. Publicity. Neither Party will issue or release any articles, advertising, publicity or other matter relating to any Confidential
Information of the other Party (including the fact that a meeting or discussion has taken place between the Parties) or mention or imply
the name of the other Party, except as may be required by law and then only after providing the other Party with a reasonable
opportunity to review and comment on such publicity.
6. Ownership of Confidential Information. Each Party is and shall remain the exclusive owner of its Confidential Information
and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such
rights to either Party is granted or implied under this Agreement. Subject to the obligations of this Agreement, no Party will be
precluded from independently developing technology or pursuing business opportunities similar to those covered by this Agreement.
7. Miscellaneous.