American Home Shield 2010 Annual Report Download - page 302

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 7
Dispute Resolution Procedures
This is Exhibit 7, Dispute Resolution Procedures, 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.
1.0 Defined Terms
Unless defined in this Exhibit, capitalized terms have the meanings set forth in the Master Agreement or the "Definitions"
Exhibit to the Master Agreement.
2.0 Dispute Resolution Procedures
2.1 General. Except as otherwise stated in the Agreement, the Parties will follow the Dispute Resolution Procedures set
forth in this Exhibit to address all Disputes arising between the Parties.
2.2 Timely Resolution of Disputes. Customer and Service Provider shall at all times exercise reasonable, good faith
efforts to resolve all Disputes in a timely, amicable, and efficient manner.
2.3 Escalation Procedure.
(a) Responsible Executives. [***]
[***]
[***]
2.4 Litigation. If the Dispute [***], then either Party may initiate litigation.
2.5 Expedited Resolution. If a Dispute arises: [***] then either Party may immediately initiate litigation with respect to
such breach. The resolution of such Dispute otherwise shall be governed by the Agreement and the remaining provisions of this
Exhibit.
3.0 Miscellaneous
3.1 Confidentiality. The proceedings of all negotiations as part of the Dispute Resolution Procedures shall at all times
be privately conducted. The Parties agree that all information, materials, statements, conduct, communications, negotiations,
mediations, offers of settlement, documents, decisions, and awards of either Party, in whatever form and however disclosed or
obtained in connection with the Dispute Resolution Procedures:
1