American Home Shield 2010 Annual Report Download - page 344

Exhibit 12
Form of Business Associate Agreement
This is Exhibit 12, Form of Business Associate Agreement, to that certain First Amended and Restated Master Services Agreement,
dated as of November 1, 2010, between ServiceMaster Consumer Services, L.P. and International Business Machines Corporation.
Exhibit 12 begins on the next page.
1
Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted
portions subject to the confidential treatment request are designated by three asterisks ([***]). A complete version of this
agreement has been separately filed with the Securities and Exchange Commission.
FORM OF BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum ("Addendum") supplements and is made a part of the Master Service Agreement (the
"Agreement"), dated as of December 11, 2008, by and between ServiceMaster Consumer Services, L.P. ("Customer") and
International Business Machines Corporation ("IBM").
Recitals
A. Customer and IBM are Parties to the Agreement pursuant to which IBM provides certain services to Customer. In
connection with those services, the members of the Customer Group may disclose to IBM certain health information held by
such entities ("Protected Health Information," as defined at 45 C.F.R. § 160.103) that is subject to protection under the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA") and certain regulations promulgated thereunder by the
United States Department of Health and Human Services at 45 C.F.R. Parts 160 through 164 ("HIPAA Regulations").
B. The purpose of this Addendum is to help facilitate compliance by the members of the Customer Group with the requirements
of the HIPAA Privacy Rule (45 C.F.R. Part 164) and the proposed HIPAA Security Rule (67 Fed. Reg. 53267, August 14,
2002) when (i) a member of the Customer Group is a "covered entity," and (ii) IBM is the recipient of Protected Health
Information from such entity under the Agreement and is acting as a "business associate" of such entity, as those terms are
defined in the HIPAA Regulations.
C. The Customer acknowledges that IBM may act in a capacity other than as a business associate and that this Addendum only
applies to the extent that IBM is acting as a business associate for the members of the Customer Group. Hereinafter
though, IBM will be referred to as "Business Associate."
IN CONSIDERATION OF THE FOREGOING, and the mutual promises and covenants contain herein, the Parties agree as follows:
Agreement
1. Definitions. Unless otherwise provided in this Addendum, capitalized terms have the same meaning as set forth in the
HIPAA Regulations or the Agreement.