American Home Shield 2010 Annual Report Download - page 325

EXHIBIT D
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is effective as of the "Effective Date" set forth below by and between ServiceMaster
Consumer Services Limited Partnership and its "Affiliates" ("SVM") and the undersigned Company and its Affiliates ("Company").
"Affiliates" mean those entities, under common control of or with, or controlled by, each Party. SVM and Company (individually,
"Party" and together, "Parties") agree to protect the "Confidential Information" (as defined below).
1. Confidential Information. The Parties intend to establish a business relationship. In connection with any and all such
efforts, "Confidential Information" means any and all information concerning a Party's business and its customers, including, without
limitation, any and all current and future technical, operational or financial information (whether published or unpublished), marketing
or business plans, business results, forecasts, customer names and information, vendor names and information, employee names and
information, contracts, practices and procedures, trade secrets, know-how, software, reports, methods, documents, drawings, designs,
tools, models, inventions, patent disclosures, and requests for proposals, requests for information, or other information that may be
disclosed or accessed by or between the Parties, whether in written, verbal, electronic, visual, or other form that is designated as
Confidential Information by the disclosing Party. Notwithstanding the foregoing, information that is disclosed or accessed without
being specifically designated as confidential, shall be deemed Confidential Information if it would be apparent to a reasonable person
that such information is of a confidential or proprietary nature. This Agreement applies to all Confidential Information disclosed or
accessed by or between the Parties.
2. Disclosure of Confidential Information. Each Party will use the Confidential Information of the other Party only for the
purpose of and in connection with the Parties' business relationship and not for its own benefit or the benefit of another, without the
prior written consent of the disclosing Party. Each Party shall hold in confidence, and shall not disclose (or permit or allow its
employees or agents to disclose) to any person outside its organization (except as provided below), any Confidential Information of
the other Party. Each Party shall protect the other Party's Confidential Information using the same degree of care it uses to protect its
own Confidential Information of like kind (but not less than a reasonable degree of care). Each Party shall disclose Confidential
Information received by it under this Agreement only to employees and agents of such Party who have a need to know such
Confidential Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by
the disclosing Party (which contains confidentiality provisions no less strict than what is set forth in this Agreement), to protect such
Confidential Information. Each Party shall adopt and maintain programs and procedures that are reasonably calculated to protect such
Confidential Information and shall be responsible for any disclosure or misuse of Confidential Information that results from a failure
to comply with this Agreement. Each Party will promptly report to the other Party any actual or suspected violation of the terms of this
Agreement and will take all reasonable steps to prevent, control, or remedy any such violation.
3. Limitation on Obligations. The obligations of each Party shall not apply, and neither Party shall have any further
obligations, with respect to any Confidential Information of the other Party to the extent such Party can demonstrate, by clear written
evidence, that the disclosing Party's Confidential Information: (a) is generally known to the public at the time of disclosure or becomes
generally known through no wrongful act of such Party; (b) is in such Party's possession at the time of disclosure other than as a result
of such Party's breach of this Agreement; (c) becomes known to such Party through disclosure by sources other than the disclosing
Party; or (d) is independently developed by such Party without access to, reference to, or reliance upon the disclosing Party's
Confidential Information. A Party's Confidential Information shall remain confidential under this Agreement even if it is required to
be disclosed by the other Party in order to comply with any applicable laws or regulations, valid court orders, or governmental
requests. Each Party shall provide prior written notice of such disclosure to the other Party, if possible, and shall take all reasonable
and lawful actions to avoid or minimize the extent of such disclosure.
4. Termination. This agreement shall remain in effect until the later of: the consummation of a business relationship between
the Parties in the form of a written agreement relating to the Confidential Information exchanged under this Agreement or three
(3) years from the Effective Date.
5. Publicity. Neither Party will issue or release any articles, advertising, publicity or other matter relating to any Confidential
Information of the other Party (including the fact that a meeting or discussion has taken place between the Parties) or mention or imply
the name of the other Party, except as may be required by law and then only after providing the other Party with a reasonable
opportunity to review and comment on such publicity.
6. Ownership of Confidential Information. Each Party is and shall remain the exclusive owner of its Confidential Information
and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such
rights to either Party is granted or implied under this Agreement. Subject to the obligations of this Agreement, no Party will be
precluded from independently developing technology or pursuing business opportunities similar to those covered by this Agreement.
7. Miscellaneous.
(a) Each Party warrants that it has the right to disclose its Confidential Information, but makes no representation or warranty
regarding the accuracy or completeness of its Confidential Information. This Agreement imposes no obligation on a Party to exchange
Confidential Information or to purchase, sell, license, transfer, or otherwise make or use of any technology, services, or products.
(b) Each Party will adhere to all applicable laws and regulations of the U.S. Export Administration and will not export or re-export
any technical data or products received from the other Party, or the direct product of such technical data, to any proscribed person or
country listed in the U.S. Export Administration regulations unless properly authorized by the U.S. government.