American Home Shield 2010 Annual Report Download - page 323

Procurement Agreement for the Exchange of Confidential Information
Agreement #4905AT0021
This Agreement will provide protection for information to be exchanged between us which we do not wish to become public
("Information") while maintaining our ability to conduct our respective business activities. The parties to this Agreement, Code X Inc.
and International Business Machines, agree that either party may disclose business Information (business plans and financial,
statistical and personnel data), and technical Information. If the non-IBM entity that is a party to this Agreement ("Supplier") discloses
technical Information, the parties will enter into a Supplier Technical Information Supplement for Disclosure ("Supplement"). Each of
us agrees that the following terms will apply when one of us ("Discloser") discloses Information to the other ("Recipient") under this
Agreement. Exchanges of Information between the parties will be covered on or after April 15, 2005.
1.0 Disclosure
Information may be disclosed: i) in writing; ii) by delivery of items; iii) by authorized access to Information, such as may be contained
in a data base: or iv) by oral and/or visual presentation. All materials containing Information must have a restrictive marking of the
Discloser at the time of disclosure. Information disclosed orally must be summarized in a writing provided to the Recipient within
thirty (30) days of disclosure. All disclosures of information other than those made pursuant to this Agreement will be deemed to be
non-confidential.
The Supplier will not disclose any technical Information not described in a signed Supplement or which Supplier does not have the
right to disclose to the Recipient. Each time Supplier wishes to disclose specific technical Information to Recipient, a Supplement will
be issued to this Agreement before disclosure. The Supplement will contain initial and final disclosure dates, a non-confidential
description of the technical Information to be disclosed and any additional or different terms and conditions. The Supplement must be
signed by the Supplier and the Recipient.
2.0 Protection
For two (2) years after the date of disclosure, the Recipient will: i) use the same care and discretion to avoid disclosure of the
Discloser's Information as the Recipient uses with its own similar information which it does not wish to disclose; and ii) use the
Discloser's Information only to further IBM's procurement and development activities.
3.0 Exceptions
The Recipient may disclose Information to: i) its employees and employees of its parent and majority owned affiliates who have a
need to know; and ii) any other party with the Discloser's prior written consent. Before disclosure to any of the above parties, the
Recipient must have an appropriate agreement with such party sufficient to require that party to treat Information in accordance with
this Agreement. The Recipient may disclose Information to the extent required by law, but must give the Discloser reasonable prior
notice to allow the Discloser a reasonable opportunity to obtain a protective order. The Recipient may disclose and use the ideas,
concepts, know-how and techniques related to Recipient's business activities which are contained in the Discloser's Information and
retained in the memories of Recipient's employees who have had access to the Information pursuant to this Agreement. No obligation
under this Agreement will apply to Information that is: i) already in Recipient's possession or received by Recipient without a non-
disclosure obligation; ii) developed independently by Recipient; iii) publicly available when received, or thereafter becomes publicly
available through no fault of the Recipient; or iv) disclosed by Discloser to a third party without a non-disclosure obligation.
4.0 General
This Agreement does not require either party to disclose or to receive Information. Neither party may assign or otherwise transfer its
rights or delegate its duties or obligations under this Agreement without the prior written consent of the other. Any attempt to do so
will be void. The receipt of Information pursuant to this Agreement will not prevent or in any way limit the Recipient from: i)
developing, manufacturing and marketing products or services which may be competitive with products or services of the Discloser;
ii) providing products or services to others who compete with the Discloser; or iii) assigning and re-assigning its employees in any
way it may choose. Only a written agreement signed by both of us can modify this Agreement. Either of us may terminate this
Agreement by providing one month's written notice to the other. Any provisions of this Agreement which by their nature extend
beyond its termination remain in effect until fulfilled and apply to our respective successors and authorized assigns. This Agreement is
governed by the laws of the country in which the disclosure occurs, except: (i) in Australia, this Agreement will be governed by the
laws of the State or Territory in which the disclosure occurs; (ii) in the United Kingdom, this Agreement will be governed by the laws
of England; (iii) in Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of
Macedonia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia,
Tajikistan, Turkmenistan, Ukraine, and Uzbekistan, this Agreement will be governed by the laws of Austria, unless otherwise
provided by the local law; (iv) in Estonia, Latvia, and Lithuania, Finnish law shall apply; (v) in Canada, the laws of the Province of
Form Title: Procurement Agreement For Exchange Of Page 1 of 2 Form Release: 8/98
Confidential Information (PAECT)
Form Owner: Global Procurement Revision: 2/05
14