American Home Shield 2010 Annual Report Download - page 308

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 10
Market Currency Procedures
1. Introduction. This is Exhibit 10, Market Currency 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.
2. Definitions. Capitalized terms herein have the meanings set forth in the Master Agreement, the "Definitions" Exhibit to the
Master Agreement, or the "Definitions" Schedule to the Transaction Document, unless otherwise defined herein.
3. Annual Technology Reviews. Within thirty (30) days of each anniversary of the Original Effective Date, Service Provider
shall, in accordance with procedures agreed upon by the Customer and the Service Provider Account Managers, identify for Customer
any technologies that have emerged (within Service Provider's organization or, to the knowledge of Service Provider, within the
applicable market generally), that, if implemented by Customer (or by Service Provider on Customer's behalf) could materially benefit
Customer in terms of price reductions or performance improvement. If requested by Customer, within sixty (60) days Service
Provider shall provide Customer with proposals for the implementation of such technology or technologies in a manner consistent
with the Change Control Procedures and, as applicable, the Additional Services or New Services requirements set forth in Sections 3.6
and 3.7 of the Master Agreement.
4. Annual Best Practices Reviews. Within thirty (30) days of each anniversary of the Original Effective Date, Service
Provider shall identify for Customer any best practices that have emerged (within Service Provider's organization or, to the knowledge
of Service Provider, within the applicable market generally), that, if implemented by Customer (or by Service Provider on Customer's
behalf) could materially benefit Customer in terms of price reductions or performance improvement. If requested by Customer, within
sixty (60) days Service Provider shall provide Customer with proposals for the implementation of such best practices in a manner
consistent with the Change Control Procedures and, as applicable, the Additional Services or New Services requirements set forth in
Sections 3.6 and 3.7 of the Master Agreement.
5. Benchmarking Process and Procedures.
5.1. Initiating Benchmarking. Any time after [***], the Benchmarking Process may be initiated by Customer at any
time by giving at least ninety (90) days' prior notice to Service Provider. The Benchmarking Process shall not be carried out more
frequently than once every [***] and may be conducted on the Services provided under a Transaction Document [***]. Customer
shall select the Benchmarker from the list of Benchmarkers set forth on the "List of Approved Benchmarkers" Schedule to the
applicable Transaction Document, such list to be reviewed annually and updated by the Parties upon mutual agreement. Only market-
leading Benchmarkers are eligible for selection for inclusion on the "List of Approved Benchmarkers" Schedule. The Benchmarker
shall be required to enter into a benchmarking agreement (the "Benchmarking Agreement") with Customer and Service Provider in the
form attached as
1