American Home Shield 2010 Annual Report Download - page 370

Schedule D consists of the "Service Level Methodology" Schedule, the "Service Level Matrix" Schedule, and the "Critical Services"
Schedule.
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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 D-1
SERVICE LEVEL METHODOLOGY
This is Schedule D-1, Service Level Methodology, 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. Unless otherwise defined herein, capitalized terms have the meanings set forth
in the Master Agreement, the "Definitions" Exhibit to the Master Agreement, or the "Definitions" Schedule to the Transaction
Document.
1. General Provisions.
(a) General.
(i) The Service Levels measure whether Service Provider is meeting certain agreed, measurable criteria for
the Services that Service Provider is contractually committed to provide to Customer. Service Provider shall monitor,
measure, collect, record and report to Customer its performance beginning on each Service Level Commencement Date and
thereafter during the Term (including any Termination Assistance Period prior to handover to Customer or Customer's
Successor Service Provider) against all Service Levels then in effect.
(ii) The "Service Level Matrix" Schedule sets forth certain Service Levels against which Service Provider's
performance of the Services shall be measured. Service Provider shall perform the Services at or above the levels of
performance indicated for CPIs, KPIs and GPIs as set forth in this Schedule D-1 and the applicable "Service Level Matrix"
Schedule, and if Service Provider fails to do so and is not otherwise excused from such failure, Service Provider shall take
the corrective actions and may be subject to the other remedial measures specified in this Schedule D-1 and the Agreement.
(iii) Service Provider shall perform the Services that are not subject to expressly defined Service Levels at a
level of service that meets or exceeds the greater of [***].
(iv) Service Provider shall be responsible for, and have in place as of each applicable Service Level
Commencement Date, all of the measuring, monitoring and reporting capabilities necessary for measuring, monitoring and
reporting Service Provider's performance against the Service Levels as described in Section 5 below.
(v) Except as otherwise stated in the applicable "Service Level Matrix" Schedule, all Service Levels shall be
measured by Service Provider [***]. Service Provider shall report to Customer its performance against Service Levels upon
the Measurement Window frequency specified for each Service Level in the applicable "Service Level Matrix" Schedule.
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