American Home Shield 2010 Annual Report Download - page 309

Exhibit 10.1 or, if such form is not acceptable to the Benchmarker, then in a form reasonably acceptable to the Parties and the
Benchmarker providing for the conduct of the Benchmarking Process in accordance with this Agreement and otherwise including
customary terms for a professional services engagement. [***]
5.2. Benchmarking Process Methodology. Customer, Service Provider and the Benchmarker shall conduct the
Benchmarking Process according to the following methodology:
(a) The Benchmarker shall select a representative sampling of other outsourced organizations that have
outsourced services that share substantially similar attributes with respect to size, investments, scope and nature of overall services,
quality standards and Service Levels, technology, payment and performance credit structure and geographic scope of overall services
("Comparators"). There shall be eight (8) Comparators or such lesser number if the Comparator information available to the
Benchmarker is comprised of a lesser number of Comparators as agreed by the Parties. The Benchmarker shall make adjustments to
the Comparators as necessary to permit a normalized comparison and will review with both Parties the Benchmark methodology and
the representative sample selection.
(b) For each Comparator used to calculate the Benchmark Results (as defined below), the Benchmarker shall
disclose to Customer and Service Provider the demographic data (e.g., the total number of resource units and/or other basis on which
charges are based, a description of the quality of services and service environment and other similar data) reasonably necessary for the
Parties to understand the basis upon which the Benchmarker determined that the Comparators chosen by the Benchmarker comply
with the requirements set forth above. Due to the confidential nature of Comparator data and nondisclosure agreements to which such
data may be subject, the Benchmarker shall not be required to disclose the name of the Comparators.
(c) The data used by the Benchmarker in the Benchmarking Process will be reasonably current, i.e., based on
services provided to Customer and the Comparators no more than twelve (12) months prior to the start of the Benchmarking Process.
(d) The Benchmarker shall compare each Comparator's contracted charges, service levels and scope with
Service Provider's contracted Charges, Service Levels and scope with respect to the subject Services. The Benchmarker shall compare
the applicable Service Levels with the Comparator's committed service levels for each element of the Services where such comparison
is meaningful and objective.
(e) The Benchmarker shall use normalization techniques, which, at minimum, shall include the normalization
factors set forth in paragraph (f), below. The Benchmarker shall fully explain and provide its normalization data, factors and
techniques to Service Provider and Customer.
(f) In carrying out the normalization process, the Benchmarker shall consider the following normalization
factors:
(i) [***]
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