American Home Shield 2010 Annual Report Download - page 314

Consultant does not constitute acceptance of any Deliverables or Services. [***] may withhold payments or portions thereof that it
disputes in good faith. Consultant shall be responsible for any national, state and local sales, use, excise, ad valorem, value-added,
services, consumption, and other taxes and duties on any goods or services used or consumed by it in providing the Deliverables and
for any taxes on its income. [***] shall be responsible for any national, state and local sales, use, excise, ad valorem, value-added, and
other similar taxes and duties imposed on the receipt of the Services.
6) INDEPENDENT CONTRACTOR
Each of the Principals and the Consultant is acting as an independent contractor, responsible for its own actions or inactions. Nothing
in this Agreement will be construed to create an agency or employment relationship among any of the Principals or Consultant or their
respective employees. None of the Parties are authorized to enter into contracts, agreements or obligations on behalf of any other
Party.
7) TERM
This Agreement is effective as of the Effective Date and will continue until terminated in accordance with Section 8 below or until
Consultant has completed the Services ("Term").
8) TERMINATION
a) Termination. If a Consultant or either Principal materially breaches this Agreement (the "Defaulting Party"), and the
Defaulting Party does not cure such breach within [***] after written notice of material breach, a non-defaulting Party may terminate
this Agreement upon written notice to the Defaulting Party.
b) Effect of Termination. In addition to the provisions relating to confidential information, upon any termination or expiration
of this Agreement: (i) Consultant will deliver to the Principals all Consultant Work Product, including any work-in-progress at the
time of termination or expiration, (ii) Consultant will cease using and return all confidential information provided by the Principals
during the provision of the Services, as provided for in this Agreement, and (iii) [***] shall pay Consultant any amounts otherwise
owed for work-in-progress, services and expenses incurred prior to the effective date of termination.
9) REPRESENTATIONS, WARRANTIES, COVENANTS AND LIMITATION OF LIABILITY
a) Consultant hereby represents, warrants, and covenants that all Services (i) will be performed in a timely, professional and
workmanlike manner in accordance with applicable industry standards and practices; (ii) will be performed in accordance with the
agreed Benchmark Methodologies and any specifications and requirements set forth in this Agreement including Exhibit A and
Exhibit B; and (iii) will comply with all applicable laws.
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