American Home Shield 2010 Annual Report Download - page 317

12) GENERAL
a) Entire Agreement. This Agreement and all Exhibits, attached hereto and made an integral part hereof, constitute the
complete agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior
agreements and understandings between the Parties. In the event of a conflict between the terms and conditions of this Agreement or
the Exhibit, the terms and conditions of this Agreement shall control. IBM and ServiceMaster do not intend to modify the provisions
of the MSA relating to the benchmarking process contemplated by this Agreement and, in the event of a conflict, the provisions of the
MSA shall control.
b) Nonexclusivity. This Agreement with Consultant is non-exclusive and Principals may in their sole discretion enter into
arrangements with third parties to perform any of the Services.
c) Survival. Any provision of this Agreement which, by its nature, would survive termination or expiration of this Agreement
will survive any such termination or expiration of this Agreement, including Sections 2 (Confidentiality), 3 (Consultant Work
Product), 6 (Independent Contractor), 8(b) (Effect of Termination), 9 (Representations, Warranties, Covenants and Limitation of
Liability), 11 (Indemnity), and 12 (General).
d) Governing Law. All rights and obligations of the Parties relating to this Agreement shall be governed by and construed in
accordance with the Law of the State of Tennessee without giving effect to any choice-of-law provision or rule (whether of the State
of Tennessee or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Each Party shall bring
any suit, action or other proceeding with respect to the Agreement in a Federal District Court located in Memphis, Tennessee, unless
the jurisdiction of such courts are improper, in which event a Party may bring such suit, action or other proceeding in any court of
competent jurisdiction in Memphis, Tennessee.
e) Publicity.
(i) Consultant shall not use any ServiceMaster corporate name or logo, including, by way of illustration but not of
limitation, in advertising, press releases, publicizing, marketing or selling services and/or products, without the prior written
consent of ServiceMaster.
(ii) Consultant is similarly prohibited from using the IBM logo or IBM Corporation's name or the name of any of its
affiliates, subsidiaries or divisions solely in relation to this specific Agreement or the Services, without the prior written
consent of IBM. For clarification purposes, this section (ii) is not an implied authorization to Consultant for use of the IBM
logo or IBM Corporation's name or the name of any of its affiliates, subsidiaries or divisions, unless such use has been
authorized in writing.
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