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Either Party may dispute in good faith whether the Benchmarker has followed the Benchmarking Methodology in carrying
out the Benchmarking (a "Benchmarking Dispute") by providing a reasonably detailed written notice of its objections to the
Benchmarking Results to the other Party and the Benchmarker; provided, that neither Party may initiate a Benchmarking Dispute later
than fifteen (15) Business Days following receipt of the Benchmarking Results. Upon the initiation of a Benchmarking Dispute, the
Parties shall meet with the Benchmarker within ten (10) days to discuss the Benchmarking Results and resolve the Benchmarking
Dispute. If any Benchmarking Dispute is not resolved to the satisfaction of Customer or Service Provider within thirty (30) days of
initiation of the Benchmarking Dispute, then [***]
5.5. Access and Confidentiality. Any Benchmarker engaged by Customer shall agree in writing to be bound by the
applicable confidentiality and security provisions specified in the Benchmarking Agreement. Each Party shall reasonably co-operate
with the Benchmarker and shall provide reasonable access to the Benchmarker during such effort to permit Benchmarker to perform
the Benchmarking.
5.6. Cooperation and Assistance. Each Party will provide, and ensure that its subcontractors (excluding in the case of
Customer, Service Provider and its subcontractors) provide, all reasonably necessary cooperation, information, documents and
assistance reasonably required to perform the Benchmarking Process.
5.7. No Increase in Charges. The Benchmarking Process shall not result in any increase in any Charges to Customer.
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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 10.1
Benchmarking Services Agreement
This is Exhibit 10.1, Benchmarking Services Agreement, 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.
This Benchmarking Services Agreement (the "Agreement") is entered into as of [insert date] (the "Effective Date"), by and
among International Business Machines Corporation, having a principal place of business at New Orchard Road, Armonk, New York
("IBM"), ServiceMaster Consumer Services, L.P., having a principal place of business at 860 Ridge Lake Boulevard, Memphis,
Tennessee 38120 ("ServiceMaster"), (IBM and ServiceMaster may be individually referred to herein as a "Principal" and collectively
as the "Principals"), and [insert benchmarker], having a principal place of business at [insert benchmarker's address] ("Consultant").
The Principals and Consultant may individually be referred to as "Party" and together may collectively be referred to as the "Parties."
In consideration of the mutual agreements below, and intending to be legally bound, the Principals and Consultant agree as
follows:
1) SERVICES
a) Services. Consultant shall perform and deliver the services, including the reports such as the benchmarking report
("Deliverables"), described in and in accordance with the requirements, delivery dates, and milestones set forth in this Agreement and
the statement of work attached hereto as Exhibit A (collectively the "Services").
b) Benchmark Methodologies. Consultant shall conduct the benchmarking process in accordance with the methodology and
process (the "Benchmark Methodology") described in Section 5 of the "Market Currency Procedures" Exhibit to the Master Services
Agreement, dated as of [insert date], between ServiceMaster and IBM (the "MSA"), which Section 5 is reproduced in Exhibit B.
c) Consultant's Personnel. Consultant shall perform the Services using only Consultant's benchmarking analysts identified in
Exhibit A. Consultant shall not assign, subcontract or delegate to another entity or person any of Consultant's obligations to be
performed hereunder or under Exhibit A without the express prior written consent of the Principals.
2) CONFIDENTIALITY
a) As between IBM and Consultant, the use of confidential information disclosed between IBM and Consultant in connection
with the Services shall be governed by IBM's Procurement Agreement for the Exchange of Confidential Information attached here as
Exhibit C.
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