American Home Shield 2010 Annual Report Download - page 310

The Benchmarker shall also consider any other factors other than those set out in paragraph (f) above, which the Benchmarker or
either Party reasonably believe could, if not taken into consideration, result in the Benchmarking arriving at an unfair view of the
Comparators.
(g) Customer and Service Provider agree (i) that the Benchmarker will conduct the Benchmarking Process in
accordance with the Benchmarker's own policies, methodologies, and practices, and (ii) to consult with each other regularly and
cooperate reasonably with the Benchmarker in the Benchmarking Process activities; Customer and Service Provider shall have the
opportunity to participate in all discussions either Party may have with the Benchmarker relating to the Benchmarking Process.
(h) Customer will be permitted to disclose price and cost information under this Agreement to the
Benchmarker, subject to execution of a Benchmarking Agreement in the form of Exhibit 10.1 or, if another form of Benchmarking
Agreement is executed, execution or inclusion in such other agreement of an appropriate confidentiality agreement in accordance with
Section 9.7(e)(ii) of the Master Agreement. Service Provider shall not be obligated to disclose to the Benchmarker data with respect
to any other customers of Service Provider.
(i) All information provided to and obtained from the Benchmarker shall be provided to both Service Provider
and Customer unless otherwise agreed by the Parties. Such information shall be deemed to be confidential information of the
providing Party (or, if such information originated with the Benchmarker and is not the Company Information of either Party, of both
Parties) under the Agreement and shall be subject to the confidentiality agreement executed with the Benchmarker.
5.3. Benchmark Results.
(a) The Benchmarker shall provide the data, analysis and findings, including any supporting documentation,
for the Services to Service Provider and Customer throughout the Benchmarking Process.
(b) The Benchmarker shall prepare the complete "Benchmark Results" (i.e., a normalized analysis of the
Comparators charges to the Charges) promptly, but no later than ninety (90) days after the commencement of the Benchmarking
Process by the Benchmarker. If the Benchmarker is for any reason unable to complete the Benchmarking Process within the time
period set forth in this Section, the Parties will reasonably extend such period to allow the Benchmarker to complete the
Benchmarking Process.
5.4. Benchmark Review. Upon completion of the Benchmarking Process, Customer and Service Provider shall review
the Benchmark Results during the thirty (30) day period following delivery to Customer and Service Provider of the Benchmark
Results, and shall in good faith discuss any appropriate adjustments to the Service Levels or Charges under this Agreement, and,
pursuant to the Benchmarking Dispute process set forth below, identify and resolve any disagreements or variances from the
Benchmark Results, including but not limited to how the normalization factors were considered and applied. [***]
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