American Home Shield 2010 Annual Report Download - page 377

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 page omitted]
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.
SCHEDULE E
CHARGES
1. GENERAL
This is Schedule E, Charges, to the First Amended and Restated Transaction Document No. 1 to that certain First Amended and
Restated Master Services Agreement, dated as 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.
2. ATTACHMENTS
The following attached Schedules are incorporated by reference herein:
2.1. Schedule E-1: Pricing Methodology
2.2. Schedule E-2: Critical Transition Milestone Payment and Credit Schedule
2.3. Schedule E-3: Pricing Table
2.4. Schedule E-4: [Reserved]
2.5. Schedule E-5: [Reserved]
2.6. Schedule E-6: Project Rates
2.7. Schedule E-7: Resource Unit Definitions
2.8. Schedule E-8: Financial Responsibilities Matrix
2.9. Schedule E-9: Termination Fees
2.10. Schedule E-10: Form of Invoice
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.
SCHEDULE E-1
PRICING METHODOLOGY
This is Schedule E-1, Pricing 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. OVERVIEW
1.1. General
This Schedule E-1 describes the methodology for calculating all of the Charges as set forth in the other attachments to Schedule E. In
addition, this Schedule E-1 describes the methodology for measuring and tracking the resources provided by Service Provider and
consumed by Customer for the purpose of calculating the Variable Charges. All Charges described in this Schedule E-1 are stated in
U.S. Dollars and are to be invoiced in U.S. Dollars [***]. If there is any Dispute about the interpretation of this Schedule E-1 or any
of the other attachments to Schedule E (that are not clarified in the Master Agreement, Transaction Document No. 1 or other Exhibits
or Schedules to the Master Agreement or Transaction Document No. 1) at any time, the Parties agree to use the pricing rules set forth