American Home Shield 2010 Annual Report Download - page 374

3. Additions, Modifications, Deletions and Reclassifications of Service Levels.
[***] [4 pages omitted]
4. [***]
(a) [***] Availability and Dates.
[***]
(b) [***] Methodology.
[***]
5. Measuring Tools.
(a) Commencing on each applicable Service Level Commencement Date, Service Provider shall provide, implement,
maintain and utilize the necessary measurement and monitoring tools and procedures required to measure and report on Service
Provider's performance of the Services against the applicable Service Levels. Service Provider's measurement and monitoring of
Service Level performance shall permit reporting at a level of detail reasonably sufficient to permit Customer to verify compliance
with the Service Levels, and shall be subject to audit by Customer pursuant to the Agreement. Service Provider shall provide
Customer with information about and access to such procedures upon request for purposes of verification.
(b) Notwithstanding the foregoing, any new tools required for new Service Levels added after the Execution Date shall
be identified in the Change Order or other documentation approving such new Service Level. In connection therewith, Service
Provider shall be obligated to propose a commercially reasonable measuring tool or methodology for a Service Level, and if it fails to
do so, such tool or methodology shall be determined using the dispute resolution procedure set forth in the Agreement.
(c) If, after the Execution Date or the implementation of tools for new Service Levels or the tools Service Provider is
required to implement pursuant to Section 5(a) above for existing Service Levels, one Party desires to use a different measuring tool or
methodology for a Service Level, such Party shall request such change through the Change Control Procedures. If the other Party
approves the new measuring tool or methodology, the Parties will reasonably adjust the Service Level measurements to account for
any increased or decreased sensitivity in the new measuring tools, provided that if the Parties cannot agree on the required adjustment,
either Party may escalate the matter in accordance with the governance procedures set forth in the "Governance and Change Control"
Exhibit, and if the dispute is not resolved thereby, the matter shall be resolved in accordance with the Dispute Resolution Procedures.
It is not anticipated that changes in the measuring tools or methodologies will drive changes in Service Levels; rather, the need to
collect and accurately reflect the performance data should drive the development or change in measuring tools or methodologies.
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