American Home Shield 2010 Annual Report Download - page 353

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS TRANSACTION DOCUMENT, UNDERSTAND IT,
AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THIS
SUBJECT SHALL CONSIST OF (1) THIS TRANSACTION DOCUMENT, (2) ITS SCHEDULES, AND (3) THE MASTER
AGREEMENT (INCLUDING THE EXHIBITS THERETO), INCLUDING THOSE AMENDMENTS MADE EFFECTIVE
BY THE PARTIES IN THE FUTURE. THIS STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES
SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT DESCRIBED HEREIN.
Accepted by: Accepted by:
SERVICEMASTER CONSUMER SERVICES, L.P. INTERNATIONAL BUSINESS MACHINES CORPORATION
By: ServiceMaster Consumer Services, Inc.,
its General Partner
By: /s/ Eusebio Formoso
By: /s/ Daniel Marks Authorized Signature
Authorized Signature
Daniel Marks Eusebio Formoso
Name (Type or Print) Name (Type or Print)
11-23-2010 11-23-2010
Date Date
6
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.
SCHEDULE A
DEFINITIONS
This is Schedule A, Definitions, to the First Amended and Restated Transaction Document No. 1 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. The following terms used in Transaction Document No. 1 have the meanings indicated
below.
A.01 "AAA Rules" means the American Arbitration Association's Commercial Arbitration Rules.
A.02 "Acceptance Criteria" means the acceptance criteria applicable to each Deliverable provided or developed by Service
Provider, including Critical Transformation and Transition Milestones and Projects, as specified by the Parties in accordance with the
"Governance and Change Control" Exhibit.
A.03 "ACD Agent" has the meaning set forth in the "Network" section of Schedule E-7.
A.04 [***]
A.05 "Add/Change" has the meaning set forth in the "End User" section of Schedule E-7.
A.06 "Affected Employees" means the individuals listed in the "List of Affected Employees" Schedule, who are employed by a
member of the Customer Group prior to the Effective Date and to whom Service Provider or Network Services Provider shallconsider
for offers of employment pursuant to the "Terms for Affected Employees" Schedule.
A.07 "Allocation of Pool Percentage" means the portion of the Pool Percentage that is specified for any particular CPI in the event
of a Service Level Default for such Service Level. Any such portion shall not exceed [***] of the At Risk Amount.
A.08 "Annual Satisfaction Survey" means the annual survey of Customer designated managers / stakeholders receiving the
Services from Service Provider.
A.09 "Application Development Resource Baseline" represents the Resource Baseline for Application Maintenance, Application
Development, and the PMO Core Team's application resources.
A.10 "Application Development Services" has the meaning set forth in the "Application Development and Maintenance" section
of Schedule E-7.
A.11 "Application Maintenance Services" has the meaning set forth in the "Application Development and Maintenance" section of
Schedule E-7.