American Home Shield 2010 Annual Report Download - page 392

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-3
TRANSITION AND TRANSFORMATION CRITICAL MILESTONES
This is Schedule F-3, Transition and Transformation Critical Milestones, 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.
Schedule F-3 begins on the next page.
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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.
Customer will accept each Transition and Transformation Milestone when Service Provider meets the Acceptance Criteria for such
Transition and Transformation Milestone. Acceptance Criteria will be developed in additional detail and agreed to during the
development of the Detailed Transition and Transformation Plan. For this Schedule F-3 only, "ED" means December 11, 2008.
[***] [12 pages omitted]
Customer Responsibilities Mapping
The following tables provide a definitive list of Customer responsibilities for start up, transition, and transformation. These will be
included in the Detailed Transformation and Transition Plan.
[***]
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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-5
RE-SOLUTION MILESTONES
This is Schedule F-5, Re-Solution Milestones, 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.
Service Provider shall perform the tasks necessary to deliver the Deliverables and demonstrate the Acceptance Criteria have been
satisfied for each of the Re-Solution Milestones, including those set forth in the table below or in the project plans attached to this
Schedule F-5 (the "Re-Solution Project Plans"), not later than the Re-Solution Milestone Due Date indicated; provided that [***]
Each Re-Solution Milestone will be subject to the provisions set forth in [***]. For this Schedule F-5 only, "ED" refers to
November 23, 2010. As part of each Re-Solution Milestone, Service Provider must define and document all process additions or
modifications in either an existing or new PIM and such PIM updates must be approved by Customer using the Customer-defined PIM
approval process. Service Provider will provide Customer with weekly updates as to the status of each open Re-Solution Milestone
through the Service Provider Transition Coordinator.
[***] [16 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 F-5-1 through Schedule F-5-8
[***] [34 pages omitted]
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