American Home Shield 2010 Annual Report Download - page 376

If there will be no further invoices, Service Provider will pay the amount of such Service Level Credits to Customer within thirty (30)
calendar days. [***]
(f) Cumulative Remedies and Waivers.
The exercise by Customer of its rights under this Schedule D-1, including the right to receive Service Level Credits [***],
shall be without prejudice to its other rights or remedies under the Agreement or at law or equity, including Customer's right to claim
and collect damages and Customer's right to terminate the Agreement in whole or in part in accordance with the Agreement. [***]
(g) No Liquidated Damages.
Service Level Credits shall not constitute liquidated damages for the corresponding failure to perform, and Customer shall be
free to pursue any and all remedies available under the Agreement with respect thereto, provided, that any such credits actually paid
by Service Provider to Customer shall be offset against any damages awarded to Customer for claims arising from the corresponding
failure to perform.
7. Annual Review.
Within twelve (12) months after each applicable Service Level Commencement Date, and at least annually thereafter (after
all initial Service Level Commencement Dates have passed, the Parties shall agree to synchronize to a single date for future use), or at
either Party's request, Service Provider and Customer will review the Service Levels and any proposed adjustments to them as
appropriate pursuant to the Change Control Procedures to reflect any improved performance capabilities associated with advances in
the technology and methods used to perform the Services or material changes in volumes and metrics used to determine the Service
Levels. The Parties will also review any other considerations relating to the Service Levels raised by either Party. As part of this
review process, the Parties may jointly: (a) determine and agree on the addition and/or removal of Service Levels, (b) revise the
categorization of Service Levels, and (c) revise the results of the automatic continuous improvement adjustment developed for a
particular Service Level pursuant to Section 4 above or improve a particular Service Level not subject to the automatic continuous
improvement adjustments of Section 4 above.
8. Investigation and Correction.
[***]
Service Provider shall promptly investigate and correct each failure to meet the Service Levels (whether or not such failure
constitutes a Service Level Default) by:
(a) [***]
7
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-2
SERVICE LEVEL MATRIX
This is Schedule D-2, Service Level Matrix, 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.
[***] [19 pages omitted]
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-3
CRITICAL SERVICES
This is Schedule D-3, Critical Services, 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