American Home Shield 2010 Annual Report Download - page 313

fully paid-up limited license to use such Pre-existing Elements or other Consultant proprietary property for internal purposes only as
described in Section 4 below.
e) Subject to Sections 2, 3(c), (d) and, (f), the Principals shall have joint title and ownership and all intellectual property rights,
including copyrights, trade secret and other proprietary rights, without duty to account for royalties, in all Consultant Work Product.
Subject to pre-existing rights and other rights in the sections referred to above, to the extent that exclusive title and/or ownership rights
may not originally vest in the Principals as contemplated herein, Consultant hereby irrevocably assigns all right title and interest,
including intellectual property and ownership rights, in the Consultant Work Product to the Principals. Consultant is granted a non-
exclusive, limited, fully paid-up license to use the Consultant Work Product during the term of this Agreement solely to the extent
necessary to deliver the Services described hereunder and any subject Statement of Work; provided, however, the Parties agree that
such assignment and ownership rights by Consultant to the Principals shall be subject to the further limitations set forth in Section 4
below.
f) Consultant Work Product (other than Pre-existing Elements) shall be deemed confidential information of both Principals
under the terms and conditions of Section 2 above.
4) USE OF CONSULTANT WORK PRODUCT.
Each Principal may use, reproduce, display, and distribute copies of, and prepare derivative works of the Consultant Work Product for
that Principal's internal use only. Such restriction shall not apply to each Principal's use of its own respective proprietary information
contained in such Consultant Work Product. Consultant confidential information pursuant to Section 2 above, including specific
comparator profiles from Consultant's database, may not be distributed by either Principal to persons other than active members of the
benchmarking team during the Term, as defined below, or to those persons as may be necessary to effectuate the Dispute Resolution
Process, including a Principal's counsel, unless authorized in writing by Consultant. Notwithstanding the foregoing, each Principal
may disclose the Deliverables to its outside auditors, attorneys, accountants and other advisors, so long as they are obligated to
maintain the confidentiality of such Deliverables by contract, law or professional obligations, and governmental or regulatory bodies
as required by law, provided, that in such circumstances, the Principal required to make such disclosure will provide the other
Principal with notice of such requirement and will reasonably cooperate with them if requested, to prevent, or minimize the extent of,
any such required disclosure.
5) FEES
The fees payable for the Services are as set forth in the Exhibit A, article III (the "Fees"). [***] Except as otherwise expressly set
forth in Exhibit A, all costs and expenses relating to Consultant's performance of the Services are included in the Fees. Subject to
Section 3(d) above, the Fees shall also cover each Principal's rights granted in Section 3(e) with respect to the Deliverables and any
assignments of such Deliverables to the Principals. All payments will be made in accordance with Exhibit A. The making of any
payment(s) by [***], or the receipt thereof by
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