American Home Shield 2010 Annual Report Download - page 312

b) As between IBM and ServiceMaster, the use of confidential information disclosed between IBM and ServiceMaster in
connection with the Services shall be governed by the Master Agreement.
c) As between Consultant and ServiceMaster, the use of confidential information disclosed between Consultant and
ServiceMaster in connection with the Service shall be governed by a non-disclosure agreement attached here as Exhibit D.
3) CONSULTANT WORK PRODUCT
a) All works, reports, documentation, Deliverables and the like prepared, developed, conceived or delivered by Consultant as
part of or in connection with the Services, and all tangible embodiments thereof, shall be considered "Consultant Work Product."
Consultant Work Product does not include any information, report or documentation or any tangible embodiment thereof, including
but not limited to any confidential information of the Parties even if incorporated into any Consultant Work Product, and any
confidential information of the Parties will remain subject to the protections of Section 2 above, even if so incorporated. Consultant
Work Product shall and may be used only for the benefit of the Principals. In no event shall Consultant reuse or store for any purpose,
including in any database, any information, report or documentation owned or delivered by a Principal hereunder, except as required
to perform the Services. Notwithstanding the foregoing, Consultant shall be allowed to retain a single copy of all Consultant Work
Product for archival purposes.
b) Nothing contained in this Agreement shall preclude Consultant from rendering services to third parties or developing work
products that are competitive with, or functionally comparable to, the Services provided that in rendering any services to third parties,
Consultant may not use any Work Product (excluding any portions of Consultant Work Product that comprise Consultant's Pre-
existing Elements as defined below), confidential information of Principals or information, reports or documentation owned by either
of the Principals.
c) Each Principal shall exclusively retain its rights in any proprietary material that such Principal supplies to Consultant and in
any other intellectual property owned by it prior to or independent of this Agreement. If a Principal provides Consultant with
materials owned or controlled by that Principal or with use of, or access to, such materials, Principal grants to Consultant all rights and
licenses with respect thereto that are necessary for Consultant to fulfill its obligations under this Agreement.
d) Consultant shall retain all rights, title and ownership to any and all of its pre-existing materials or derivatives thereof, which
may include measurement templates, toolsets, methodologies, published documents, data gathering questionnaires, data and metrics,
databases or any other information, material or intellectual capital ("Pre-existing Elements"). The Principals shall have no ownership
or title to any material developed by Consultant independently of this Agreement. Accordingly, if any Consultant Work Product
contains any Pre-existing Elements or other Consultant proprietary property, Consultant hereby grants to the Principals a perpetual,
worldwide,
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