American Home Shield 2010 Annual Report Download - page 387

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-10
FORM OF INVOICE
1. GENERAL
This is Schedule E-10, Form of Invoice, 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.
2. MINIMUM REQUIREMENTS
Service Provider shall provide invoices to Customer for the Charges in accordance with the Agreement and this Schedule E-10.
Service Provider's invoices to Customer must conform to the form and format that satisfies Customer's billing and accounting
obligations to other Customer business units and Customer's direct billing obligations or approved allocation methods, as provided to
Service Provider from Customer. Service Provider will submit a single summary invoice for payment purposes with the Charges
further summarized by [***]. The Parties will work together to revise invoicing procedures and invoice content as appropriate to
minimize Taxes or administrative costs and to comply with Laws. Customer may, from time to time, modify the requirements
specified in this Schedule E-10, which modifications will be implemented in accordance with the Change Control Procedures, to the
extent such requests are reasonable and technically feasible.
3. SUPPORTING DOCUMENTATION
Service Provider shall submit with each invoice detailed documentation sufficient to support the Charges on the invoice. At a
minimum, Service Provider's invoice and supporting documentation must [***].
4. ALLOCATION GUIDELINES
Within ninety (90) days of the Execution Date, Customer shall provide Service Provider the necessary details, including any
formulaic allocation models, to enable Service Provider to invoice the Charges to various Customer business units as requested by
Customer.
5. SAMPLE INVOICE
The following samples illustrate Service Provider's standard invoice format.
[***] [2 pages omitted]
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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 F
TRANSITION AND TRANSFORMATION PLAN
This is Schedule F, Transition and Transformation Plan, 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
Transaction Document No. 1.
Schedule F consists of the "Transformation and Transition" Schedule, the "High Level Transition and Transformation Plan" Schedule,
the "Transition and Transformation Critical Milestones" Schedule, and the "Re-Solution Milestones" Schedule.
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 F-1
TRANSFORMATION AND TRANSITION