EXHIBIT 10.2

AGREEMENT FOR OUTSOURCING SERVICES

By and among

NORTH AMERICAN VAN LINES, INC.

and

COVANSYS CORPORATION

and

AFFILIATED COMPUTER SERVICES, INC.

July 1, 2002

[**]: The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with
the Commission.

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Table of Contents

|    |  |                                                                                             |  | Page
|--- |  | ------------------------------------------------------------------------------------------- |  | ----
|1.  |  | BACKGROUND AND OBJECTIVES                                                                   |  | 1   
|    |  | 1.1        Background                                                                       |  | 1   
|    |  | 1.2        Objectives                                                                       |  | 2   
|    |  | 1.3        Construction                                                                     |  | 2   
|2.  |  | DEFINITIONS                                                                                 |  | 2   
|    |  | 2.1        Certain Definitions                                                              |  | 2   
|    |  | 2.2        Other Terms.                                                                     |  | 6   
|3.  |  | TERM                                                                                        |  | 6   
|    |  | 3.1        Term                                                                             |  | 6   
|    |  | 3.2        Extension                                                                        |  | 6   
|4.  |  | SERVICES                                                                                    |  | 6   
|    |  | 4.1        Provision of Services                                                            |  | 6   
|    |  | 4.2        Overview of Services                                                             |  | 7   
|    |  | 4.3        Disaster Recovery Services                                                       |  | 7   
|    |  | 4.4        In Process Projects                                                              |  | 8   
|    |  | 4.5        Transition Commitments                                                           |  | 8   
|5.  |  | SERVICES LOCATION                                                                           |  | 8   
|6.  |  | STATEMENTS OF WORK                                                                          |  | 8   
|7.  |  | VENDOR CONSORTIUM PERSONNEL                                                                 |  | 9   
|    |  | 7.1        Key VENDOR CONSORTIUM Positions                                                  |  | 9   
|    |  | 7.2        Affected Employees                                                               |  | 9   
|    |  | 7.3        Qualifications, Retention and Replacement of VENDOR CONSORTIUM
        Personnel |  | 10  
|8.  |  | EQUIPMENT, SOFTWARE, THIRD PARTY SERVICE CONTRACTS AND FACILITIES                           |  | 11  
|    |  | 8.1        Existing Equipment                                                               |  | 11  
|    |  | 8.2        New Equipment                                                                    |  | 12  
|    |  | 8.3        Existing Third Party Software Contracted for by SIRVA                            |  | 13  
|    |  | 8.4        New Third Party Software                                                         |  | 13  
|    |  | 8.5        Third Party Service Contracts                                                    |  | 14  
|    |  | 8.6        Required Consents                                                                |  | 14  
|    |  | 8.7        SIRVA Facilities, Office Operations Support and Other Support                    |  | 15  
|9.  |  | PROPRIETARY RIGHTS AND SOFTWARE                                                             |  | 17  
|    |  | 9.1        SIRVA Software                                                                   |  | 17  
|    |  | 9.2        Rights in Modified, Enhanced or Newly Developed Software and Other Materials     |  | 18  
|    |  | 9.3        Copyright and Trade Secret Notices                                               |  | 19  
|    |  | 9.4        Residual Knowledge                                                               |  | 19  
|10. |  | PERFORMANCE STANDARDS                                                                       |  | 19  

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|    |  | 10.1        General                                             |  | 19
|--- |  | --------------------------------------------------------------- |  | --
|    |  | 10.2        Maintenance                                         |  | 20
|    |  | 10.3        Efficiency and Cost Effectiveness                   |  | 20
|    |  | 10.4        Technology                                          |  | 20
|    |  | 10.5        Performance Credits                                 |  | 20
|    |  | 10.6        Periodic Reviews                                    |  | 21
|    |  | 10.7        Measurement and Monitoring Tools                    |  | 21
|11. |  | PROJECT AND CONTRACT MANAGEMENT                                 |  | 21
|    |  | 11.1        Organization                                        |  | 21
|    |  | 11.2        Governance                                          |  | 22
|    |  | 11.3        Procedures Manual                                   |  | 22
|    |  | 11.4        Change Control                                      |  | 22
|    |  | 11.5        Use of Subcontractors                               |  | 23
|    |  | 11.6        System Change                                       |  | 24
|    |  | 11.7        Technology Plan                                     |  | 24
|    |  | 11.8        Quality Assurance and Improvement Programs: [**]    |  | 25
|    |  | 11.9        Productivity and Management Tools                   |  | 25
|    |  | 11.10        Benchmarks for Cost of Services and Service Levels |  | 25
|    |  | 11.11        Inventory Listing                                  |  | 25
|12. |  | AUDITS                                                          |  | 26
|    |  | 12.1        Audit Rights                                        |  | 26
|    |  | 12.2        Audit Follow-up                                     |  | 27
|    |  | 12.3        Records Retention                                   |  | 27
|13. |  | SIRVA RESPONSIBILITIES                                          |  | 27
|    |  | 13.1        Responsibilities                                    |  | 27
|    |  | 13.2        Savings Clause                                      |  | 28
|14. |  | CHARGES                                                         |  | 28
|    |  | 14.1        General                                             |  | 28
|    |  | 14.2        Pass-Through Expenses                               |  | 28
|    |  | 14.3        Incidental Expenses                                 |  | 29
|    |  | 14.4        Taxes                                               |  | 29
|    |  | 14.5        New Services                                        |  | 30
|    |  | 14.6        Significant Increase or Reduction of SIRVA Work.    |  | 30
|    |  | 14.7        Gainsharing                                         |  | 31
|15. |  | INVOICING AND PAYMENT                                           |  | 31
|    |  | 15.1        Invoicing                                           |  | 31
|    |  | 15.2        Payment Due                                         |  | 31
|    |  | 15.3        Late Fees                                           |  | 31
|    |  | 15.4        Accountability                                      |  | 32
|    |  | 15.5        Proration                                           |  | 32
|    |  | 15.6        Refundable Items                                    |  | 32

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|    |  | 15.7        Set-Off                                 |  | 32
|--- |  | --------------------------------------------------- |  | --
|    |  | 15.8        Disputed Charges                        |  | 32
|16. |  | SIRVA INFORMATION AND DATA; CONFIDENTIALITY         |  | 32
|    |  | 16.1        SIRVA Information                       |  | 32
|    |  | 16.2        Safeguarding SIRVA Data                 |  | 33
|    |  | 16.3        Confidentiality                         |  | 34
|17. |  | REPRESENTATIONS AND WARRANTIES                      |  | 35
|    |  | 17.1        Non-Infringement                        |  | 35
|    |  | 17.2        Software Ownership or Use               |  | 35
|    |  | 17.3        Authorization                           |  | 35
|    |  | 17.4        Viruses                                 |  | 35
|    |  | 17.5        Disabling Code                          |  | 35
|    |  | 17.6        Deliverables                            |  | 36
|    |  | 17.7        Ownership of SIRVA Machines             |  | 36
|    |  | 17.8        Environmental                           |  | 36
|    |  | 17.9        Disclaimer                              |  | 36
|18. |  | INSURANCE                                           |  | 36
|19. |  | INDEMNITIES                                         |  | 36
|    |  | 19.1        Indemnity by VENDOR CONSORTIUM          |  | 36
|    |  | 19.2        Indemnity by SIRVA                      |  | 37
|    |  | 19.3        Additional Indemnities                  |  | 38
|    |  | 19.4        Infringement                            |  | 39
|    |  | 19.5        Indemnification Procedures              |  | 39
|    |  | 19.6        Subrogation                             |  | 40
|    |  | 19.7        No Double Recovery                      |  | 40
|20. |  | LIABILITY                                           |  | 40
|    |  | 20.1        General Intent                          |  | 40
|    |  | 20.2        Liability Restrictions                  |  | 40
|    |  | 20.3        Force Majeure                           |  | 41
|21. |  | DISPUTE RESOLUTION                                  |  | 41
|    |  | 21.1        Informal Dispute Resolution             |  | 42
|    |  | 21.2        Formal Dispute Resolution               |  | 43
|    |  | 21.3        Continued Performance                   |  | 44
|    |  | 21.4        Governing Law                           |  | 44
|22. |  | TERMINATION                                         |  | 44
|    |  | 22.1        Termination for Cause                   |  | 44
|    |  | 22.2        Termination for Convenience             |  | 45
|    |  | 22.3        Termination upon Change of Control      |  | 46
|    |  | 22.4        Extension of Termination Effective Date |  | 46

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|    |  | 22.5        Termination/Expiration Assistance       |  | 46
|--- |  | --------------------------------------------------- |  | --
|23. |  | GENERAL                                             |  | 48
|    |  | 23.1        Binding Nature and Assignment           |  | 48
|    |  | 23.2        Entire Agreement; Amendment             |  | 48
|    |  | 23.3        Compliance with Laws and Regulations    |  | 48
|    |  | 23.4        Notices                                 |  | 48
|    |  | 23.5        Counterparts                            |  | 49
|    |  | 23.6        Headings                                |  | 49
|    |  | 23.7        Relationship of Parties                 |  | 49
|    |  | 23.8        Severability                            |  | 50
|    |  | 23.9        Consents and Approval                   |  | 50
|    |  | 23.10        Waiver of Default: Cumulative Remedies |  | 50
|    |  | 23.11        Survival                               |  | 50
|    |  | 23.12        Public Disclosures                     |  | 50
|    |  | 23.13        Service Marks                          |  | 50
|    |  | 23.14        Limitations Period                     |  | 51
|    |  | 23.15        Remarketing                            |  | 51
|    |  | 23.16        Third Party Beneficiaries              |  | 51
|    |  | 23.17        [**]                                   |  | 51
|    |  | 23.18        [**]                                   |  | 51
|    |  | 23.19        Export                                 |  | 51
|    |  | 23.20        Non-Solicitation                       |  | 51
|    |  | 23.21        Document Production                    |  | 52
|    |  | 23.22        Date Computation                       |  | 52

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AGREEMENT FOR OUTSOURCING SERVICES

This Agreement for Outsourcing Services ("Agreement"), effective as of Monday, July 1, 2002 (the "Effective Date"), is entered into by and among NORTH
AMERICAN VAN LINES, INC., with a principal place of business at 215 W. Diehl Road, Naperville, Illinois 60563 ("SIRVA"), and COVANSYS CORPORATION, with a principal place of business at 32605
West Twelve Mile Road, Farmington Hills, Michigan 48334 ("COVANSYS") and AFFILIATED COMPUTER SERVICES, INC., with a principal place of business at 2828 N. Haskell, Building 1, Dallas, Texas
75204 ("ACS"). As used in this Agreement, "VENDOR CONSORTIUM" means each of COVANSYS and ACS, alone and together, except where the context requires reference to one or the other, "Party" means either
SIRVA or COVANSYS or ACS, as appropriate, and "Parties" means SIRVA, COVANSYS and ACS. The following terms and conditions apply to the services to be provided by VENDOR CONSORTIUM under this
Agreement, in consideration of the payments to be made by SIRVA.

1.    BACKGROUND AND OBJECTIVES



This Agreement is being made and entered into with reference to the following:



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SIRVA and VENDOR CONSORTIUM have agreed, as specific goals and objectives for this Agreement, to the following:

[**]



The Parties recognize that the relationship created by this Agreement will forge ground not contemplated here. The provisions of this Article 1 are
intended to be a general introduction to this Agreement and are not intended to expand the scope of the Parties' obligations or alter the plain meaning of this Agreement's terms and conditions, as set
forth hereinafter. However, to the extent the terms and conditions of this Agreement are unclear or ambiguous, or elements useful to the parties' relationship are undefined, such terms and conditions
are to be interpreted and construed and such elements defined so as to give effect to the provisions in this Article 1.

Notwithstanding
any provision in this Agreement to the contrary, with respect to the Services, ACS is obligated to perform solely the ACS Services and the various functions and tasks
associated with ACS Services. ACS shall not be responsible for any obligation to perform Services to the extent it does not fall within the scope of the ACS Services and the use of the term "VENDOR
CONSORTIUM" is not intended to imply otherwise.

2.    DEFINITIONS



References in this Agreement to a Schedule will be deemed to also refer to some or all of its parts. As used in this Agreement:



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Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.

3.    TERM



The term of this Agreement shall begin on the Effective Date and shall expire on 12:01 a.m. on July 1, 2012, the tenth (10th) anniversary of the
Effective Date, unless terminated earlier or extended in accordance with this Agreement (the "Term").



Subject to the adjustments in charges described in section 14.1 and Schedule C and provided that SIRVA is then current in all of its obligations
under this Agreement, SIRVA shall have the right to extend the Term of this Agreement subject to and in accordance with this Section 3.2. SIRVA shall have the right to extend the Term of this
Agreement for up to three years from the then-existing expiration date of this Agreement on the terms and conditions then in effect. SIRVA shall have two such extension options of up to
three years each. With respect to the exercise of each such extension option, SIRVA will give VENDOR CONSORTIUM written notice of its intent to exercise an extension option no less than eighteen
months prior to the then-existing expiration date of this Agreement and will give VENDOR CONSORTIUM written notice of its binding commitment to exercise an extension option no less than
twelve months prior to the then-existing expiration date of this Agreement.

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4.    SERVICES.



In
addition, SIRVA may extend the benefits of the Agreement to members of SIRVA's purchasing network (i.e. agents, owner/operators, customers and suppliers), with the prior approval of
ACS with respect to the ACS Services and COVANSYS with respect to all other Services. Subject to such approval from COVANSYS or ACS, as the case may be, VENDOR CONSORTIUM agrees to hold constant
contract pricing (e.g., ARCs and RRCs) for purchasing network members for the first thirty (30) months after the Effective Date for services within the Services in reasonably comparable
locations.

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On and after the Effective Date, VENDOR CONSORTIUM will perform, as part of the Services, the services, functions and responsibilities described in
Schedule A, including data processing, data center management, telecommunications, distributed systems management, Service Location support, technology business continuity, equipment and
software management, applications software
maintenance and development, problem management and help desk, security and service request management; provided, however, that ACS shall be responsible only for ACS Services.



"Disaster" shall mean any unplanned interruption of the Services that materially affects the ability of VENDOR CONSORTIUM to meet the Performance Standards or may
cause a significant loss of SIRVA's business functions. In accordance with the Transition Plan described in Section 4.5, VENDOR CONSORTIUM shall develop or deliver to SIRVA, at no additional
cost, and update throughout the Term, a Disaster Recovery Plan reasonably acceptable to SIRVA, which Disaster Recovery Plan shall cover all the Services. Any Disaster Recovery Plan must specify
procedures for the determination or declaration of a Disaster, which determination or declaration may not be unreasonably withheld or delayed by either party, and for testing of the Disaster Recovery
Plan at least annually. [**] Until VENDOR CONSORTIUM develops the Disaster Recovery Plan, the parties shall use SIRVA's existing disaster recovery plans, copies of which are
attached to Schedule A.

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4.4In Process Projects.

As
part of the Services and except as otherwise directed by SIRVA, VENDOR CONSORTIUM shall perform projects of SIRVA in process as of the Effective Date, as set forth in
Schedule K.

4.5Transition Commitments.

The
Parties recognize that VENDOR CONSORTIUM's performance in the first year of the Agreement is critical to the long-term success of the Parties' relationship, and that
there is particular risk of performance problems in the first year of the Term ("Transition Period"). The Parties also intend that VENDOR CONSORTIUM will significantly enhance delivery of Services
during the first year by introducing tools, procedures, and other improvements into the SIRVA IT environment, with the encouragement of and participation by SIRVA's IT management. VENDOR CONSORTIUM's
first year plan identifying the approaches, activities, milestones and quality metrics, including a template checklist for the transition of each application, to be performed in the first year
following the Effective Date ("Transition Plan") is attached as Schedule L. To the extent that there is a conflict during the Transition Period between the Transition Plan and other schedules,
the provisions of the Transition Plan will control.

If
VENDOR CONSORTIUM has not materially satisfied its obligations and deliverables under the Transition Plan, including the milestones, quality metrics, and the completed checklist for
the transition of each application, SIRVA may extend the time for VENDOR CONSORTIUM to satisfy its obligations and deliverables under the Transition Plan, in which case SIRVA may extend the beginning
of the next dependent phases of VENDOR CONSORTIUM activities correspondingly. If the extension is due solely to the activities of VENDOR CONSORTIUM, any reasonable incremental
out-of-pocket costs incurred by SIRVA (including allocable salaries and travel expenses)beyond those otherwise provided under the Transition Planwill
be reimbursed by VENDOR CONSORTIUM. If the extension is due solely to the failure of SIRVA to fulfill its responsibilities under the Transition Plan, any reasonable incremental
out-of-pocket costs incurred by VENDOR CONSORTIUM (including allocable salaries and travel expenses) will be reimbursed by SIRVA. If the extension is due to the activities of
both VENDOR CONSORTIUM and SIRVA's failure to fulfill its responsibilities under the Transition Plan, the parties will share the collective reasonable incremental out-of-pocket
costs (including allocable salaries and travel expenses) in proportion to their responsibility for the delay. This paragraph is without prejudice to the termination and other remedies available to the
parties under this Agreement.

5.    SERVICES LOCATION

Except
as expressly provided under this Agreement or Schedule J or consented to by SIRVA in writing, the Services shall be performed from, and the project staff performing the
Services shall be located in SIRVA facilities in the Chicago metropolitan area, Illinois and Fort Wayne, Indiana; provided that if VENDOR CONSORTIUM requires temporary additional staff or resources,
it may with prior notice to SIRVA perform portions of such work on a temporary basis at other sites. The Parties will be developing a mutually acceptable plan for the transition of Services from
onsite to offshore and from SIRVA's Fort Wayne Data Center to ACS' Dallas data center.

6.    STATEMENTS OF WORK

Services
to be performed by VENDOR CONSORTIUM may be set forth in statements of work to be entered into between the Parties in accordance with the procedures set forth in
Schedule A. Each statement of work will describe additional Services and deliverables to be provided by VENDOR CONSORTIUM under this Agreement. The Services plus the corresponding deliverables
will be called a "Project." The purpose of a statement of work is to facilitate timely completion of the Project at least cost. Each statement of work will contain a description of the deliverables'
functional capability and a

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performance plan showing critical performance milestones. For purposes of illustration, where and when Services are measured in terms of Full Time Equivalents (FTEs) provided, projects exceeding the
available FTEs otherwise available to SIRVA without additional charges will be subject to a statement of work. For projects invoking significant resources, SIRVA may elect in its discretion to solicit
and receive bids from third parties to assess the competitiveness of the resources proposed to be used by VENDOR CONSORTIUM and may enter into an agreement with such third party for the relevant
Services subject to the limitations and any rights of first refusal described in Schedule C. The parties deem Schedules A and B, in combination, to be the initial statement of work.

7.    VENDOR CONSORTIUM PERSONNEL

7.1Key VENDOR CONSORTIUM Positions.



VENDOR
CONSORTIUM shall advise SIRVA of the specifics of the planned compensation performance incentives for the Key VENDOR CONSORTIUM Positionsthat are Account Management
Structure positions in Schedule Dallocable to customer satisfaction. [**] The "VENDOR CONSORTIUM Account Executive" shall be one of the Key VENDOR
CONSORTIUM Positions. The VENDOR CONSORTIUM Account Executive shall (i) serve as the single point of accountability for the Services, and (ii) have day-to-day
authority for undertaking to provide for customer satisfaction. The VENDOR CONSORTIUM Account Executive shall be located primarily in the Chicago metropolitan area during the Term.



7.2Affected Employees.



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7.3Qualifications, Retention and Replacement of VENDOR CONSORTIUM Personnel.



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8.    EQUIPMENT, SOFTWARE, THIRD PARTY SERVICE CONTRACTS AND FACILITIES

The
financial, legal and operational responsibilities for current and future Equipment and Software and Third Party Service Contracts and Facilities shall be allocated among the Parties
as set forth in the Schedules, in particular Schedules C, F, H, I and J. Operational responsibilities are the day-to-day conceptual, operational, and technical activities and
accountability directed toward the systemic functioning of the item, such as, where applicable, installation, maintenance, upgrades, enhancements, replacements, additional growth capacity, technology
refreshment and maintenance. In the absence of a provision to the contrary in the Schedules, the following general treatments apply:

8.1Existing Equipment.



8.2New Equipment.

[**]

8.3Existing Third Party Software Contracted for by SIRVA.



8.4New Third Party Software.



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8.5Third Party Service Contracts.

Subject
to having obtained any Required Consents, VENDOR CONSORTIUM's legal, financial and/or operational responsibility for Third Party Service Contracts shall be as set forth in
Schedule F. VENDOR CONSORTIUM shall comply with duties imposed under such Third Party Service Contracts, and SIRVA grants to VENDOR CONSORTIUM for the sole purpose of performing the Services,
the same rights of access to, and use of, such contracts that SIRVA has with respect to such Third Party Service Contracts.

8.6Required Consents.



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Within the facilities owned or controlled by SIRVA, SIRVA will make available to VENDOR CONSORTIUM during the Term the space and fixtures, office furniture and
equipment, office operations support, and other support as provided in this Section, at no charge to VENDOR CONSORTIUM unless otherwise specified, solely for purposes of performing the Services:



During
the Term SIRVA will make available to VENDOR CONSORTIUM for performance of the Services, space and fixtures reasonably necessary to provide the Services ("SIRVA Facilities"),
subject to the following: (X) As of the Effective Date, the SIRVA Facilities shall consist of those described in Schedule J, which is based on the End User Machinery currently being used
by the Listed Employees and as provided in Schedule C-2. (Y) SIRVA will provide additional space to VENDOR CONSORTIUM for increase in the Services; provided that VENDOR
CONSORTIUM can demonstrate that it is efficiently using the space then being made available. As of the Effective Date, it is not anticipated that VENDOR CONSORTIUM will require additional space in
light of anticipated productivity improvements of VENDOR CONSORTIUM and the shifts of Services offsite. (Z) Space and fixtures provided by SIRVA shall be comparable in quality, space available
per employee, and in other respects to SIRVA business units most comparable to the VENDOR CONSORTIUM organization performing the Services.



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9.    PROPRIETARY RIGHTS AND SOFTWARE

Unless otherwise agreed by the Parties on an exception basis, the Parties' respective rights in Software and any related materials shall be as set forth in this
Article 9.



SIRVA and its Affiliates retain all right, title and interest in and to SIRVA Software. As of the Effective Date, VENDOR CONSORTIUM and its Affiliates are granted
an irrevocable, worldwide, paid-up, nonexclusive license during the Term to use, copy, execute, display, perform, distribute, maintain, modify, enhance and create derivative works of SIRVA
Software for the sole purpose of providing the Services pursuant to this Agreement. Subject to Section 11.5 below, VENDOR CONSORTIUM is also granted the right to sublicense third parties to do
any of the foregoing on behalf of VENDOR CONSORTIUM. Existing SIRVA Software will be made available to VENDOR CONSORTIUM in such form and on such media as exists on the Effective Date, together with
existing documentation and other related materials. VENDOR CONSORTIUM shall not be permitted to use SIRVA Software for any purpose other than providing the Services without the prior written consent
of SIRVA, which may be withheld at SIRVA's sole discretion. Except as otherwise requested or approved by SIRVA, VENDOR CONSORTIUM shall cease all use of SIRVA Software upon expiration or termination
of this Agreement and, as applicable, under the time period covered by Section 22.5 below.



SIRVA owns all right, title and interest in all work performed under this Agreement and all work productsuch as software, source code, or other
deliverableswhich VENDOR CONSORTIUM conceives, reduces to practice, develops or prepares, whether solely or jointly with others, during the

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Term and because of Services by VENDOR CONSORTIUM under this Agreement (whether or not such Services are completed) [collectively "SIRVA Work Product"]. For purposes of
illustration, SIRVA Work Product may include the following, as later undertaken by the Parties, (1) modifications to, or enhancements of, including derivative works of, SIRVA Software;
(2) modifications to, or enhancements of, including derivative works of, Third Party Software to the extent permissible by the applicable third party; and (3) newly developed (under this
Agreement) software that does not modify or enhance then-existing SIRVA Software, VENDOR CONSORTIUM Software, VENDOR CONSORTIUM Proprietary Items (as defined below) or Third Party
Software. SIRVA Work Product may also include manuals, training materials, reports, and other documentation (to the extent not already addressed as part of Software or Equipment), including the
Procedures Manual, and the Change Management procedure.

VENDOR
CONSORTIUM and its employees and agents shallwithout further consideration from SIRVAirrevocably assign all rights in the SIRVA Work Product to SIRVA and
execute all documents necessary to do so. In particular, but without limitation, all SIRVA Work Product authored by VENDOR CONSORTIUM shall be considered works made for hire for the benefit of SIRVA.
If any such work product shall be deemed not to be a work made for hire, or if the VENDOR CONSORTIUM should otherwise by operation of law be deemed to retain any rights to any such work product,
VENDOR CONSORTIUM now irrevocably assigns all right, title and interest in such work product to SIRVA.

VENDOR
CONSORTIUM will promptlyand no less frequently than quarterlydisclose to SIRVA all inventions, discoveries, and improvements (collectively "inventions")
and copyrightable works arising within the SIRVA Work Product that is reasonably likely to be of interest to SIRVA, in accordance with the procedures set forth in the Procedures Manual. SIRVA will
prepare and file, in its discretion and at its own expense, any patent and copyright applications for such inventions and copyrightable works, including prosecution, extensions and renewals. VENDOR
CONSORTIUM agrees to help SIRVA in perfecting the rights set forth in this paragraph, at SIRVA's expense.

Subject
to the Parties having obtained any Required Consents, SIRVA grants VENDOR CONSORTIUM an irrevocable, nonexclusive, worldwide, paid-up license during the Term to
prepare derivative works based upon such SIRVA Work Product, and to use, copy, execute, display, perform, maintain and distribute internally within SIRVA such materials and such derivative works;
provided, however, that all such activities shall be engaged in for the sole purpose of performing the Services under this Agreement.

Upon
the completion of the Services to be performed under this Agreement or upon the earlier end of this Agreement, VENDOR CONSORTIUM shall immediately turn over to SIRVA all SIRVA Work
Product developed.

"SIRVA
Work Product" shall not include (i) VENDOR CONSORTIUM Software, including modifications, enhancements and derivative works, that existed before the Effective Date or was
independently developed by VENDOR CONSORTIUM afterwards; and (ii) intellectual tools and techniques reduced to practice by VENDOR CONSORTIUM before the Effective Date of this Agreement; and
(iii) products, materials, tools and methodologies used by VENDOR CONSORTIUM in performing Services that were not originally conceived, developed or reduced to practice for SIRVA under this
Agreement and were not funded by SIRVA; and (iv) documentation generated by VENDOR CONSORTIUM for purposes of administration of and compliance with this Agreement, including but not limited to
internal reports, internal analyses and similar activities [(i)-(iv) collectively, the "VENDOR CONSORTIUM Proprietary Items"]. VENDOR CONSORTIUM retains all right, title
and interest in and to the VENDOR CONSORTIUM Proprietary Items. SIRVA shall have no rights in such VENDOR CONSORTIUM Proprietary Items (or any modifications or enhancements to them that are not SIRVA
Work Product) other than a perpetual, nonexclusive, royalty-free license (i) to use them as

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authorized by VENDOR CONSORTIUM in writing, (ii) to the extent the VENDOR CONSORTIUM Proprietary Items are incorporated into a deliverable, to use them as part of the deliverable for purposes
allowed under this Agreement, or (iii) to use them for the operation or performance of the deliverables.



All deliverables shall bear SIRVA's copyright and trade secret notices in the form required by SIRVA and, in connection with the VENDOR CONSORTIUM Proprietary
Items, copyright and trade secret notices in the form required by VENDOR CONSORTIUM.



The provisions of this Agreement regarding confidentiality obligations are in Section 16 and the provisions regarding intellectual property are in
Section 9. Subject to compliance with the confidentiality and intellectual property provisions in this Agreement, the employees of each Party during the Term of this Agreement may further
develop their general knowledge, skills and experience and may subsequently use such general knowledge, skills and experience in the ordinary course of business without being in breach of this
Agreement, and receipt of confidential information under this Agreement shall not limit or restrict the assignment or reassignment of such employees. The Parties
agree that in common English usage the terms "general knowledge, skills and experience" and the actual use of such general knowledge, skills and experience by such employees shall not give rise to a
presumption of a breach of Sections 9 or 16 of this Agreement.

10.    PERFORMANCE STANDARDS



VENDOR CONSORTIUM will timely and diligently render the Services professionally and competently. After the Transition Period, VENDOR CONSORTIUM will render the
Services in accordance with the practices and quality standards used in well-managed operations performing services similar to the Services (with improving practices and standards within
the Transition Period as described in the Transition Plan). The Services will be continuously available except where expressly provided otherwise in the Performance Standards or excused under this
Agreement. VENDOR CONSORTIUM will use adequate numbers of qualified individuals with suitable training, education, experience, and skill to perform the Services.

VENDOR
CONSORTIUM shall perform the Services at least at the same level and with at least, in the aggregate, the same degree of accuracy, quality, completeness, timeliness,
responsiveness and efficiency as was provided before the Effective Date by SIRVA. During due diligence, the Parties compiled documentation existing as of the Effective Date regarding the foregoing.
The Parties recognize that there will be a well-managed transition period, as set forth in the Transition Plan.

Performance
Standards for certain of the Services ("Service Levels") are set forth in Schedule B. In any event, at all times VENDOR CONSORTIUM's level of performance will meet the
Performance Standards. Specific Performance Standards corresponding to each of the objectives stated in Section 1.2 will be set forth in Schedule B.

In
doing all the Services, VENDOR CONSORTIUM will use commercially reasonable best efforts to reduce the risk of undue interruption of the normal business operations of SIRVA arising
from the performance of its obligations under this Agreement.

VENDOR
CONSORTIUM shall devote its commercially reasonable best efforts to perform its duties and advance the interests of SIRVA under this Agreement. For purposes of this paragraph and

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the preceding paragraph, the phrase "commercially reasonable best efforts" shall mean the level of effort that is the higher of (i) the level of effort used by SIRVA for such objective
immediately preceding the Effective Date and (ii) the level of effort consistent with the general practices of the top five outsourcing companies as a group (as recognized by Gartner Group)
when providing services similar in scope, volume and price to the Services.



To the extent described in Schedules A, B and C, VENDOR CONSORTIUM is responsible for maintaining the Equipment and Software.

10.3Efficiency and Cost Effectiveness.

VENDOR
CONSORTIUM will use its commercially reasonable efforts to use efficiently the resources or services necessary to provide the Services and to perform the Services
cost-effectively.



VENDOR CONSORTIUM will provide the Servicesconsistent with the Change Management proceduresusing proven, current technology that may
enable SIRVA to take advantage of technological advancements in its industry and support SIRVA's efforts to maintain competitiveness in the markets in which it competes.



Beyond the reports and meetings described in Section 11.2, SIRVA and VENDOR CONSORTIUM shall review the Service Levels at least annually, and shall make
any adjustments to them in the Technology Plan (described in Section 11.7), as appropriate to reflect improved performance capabilities associated with advances in the technology and methods
used to perform the Services or to reflect new information or circumstances impacting Service Levels. If the Parties cannot agree as to such adjustments, this shall be treated as a dispute. The
Parties expect and understand that,

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consistent with SIRVA's appropriate support, there will be continuous improvement in VENDOR CONSORTIUM's delivery of the Services and, accordingly, the Service Levels will be improved over time as
set out in this Agreement. If such improvement materially increases VENDOR CONSORTIUM's costs of delivering the Services, VENDOR CONSORTIUM will fully disclose such improvement and its costs and
benefits to SIRVA. VENDOR CONSORTIUM need not implement such improvement until SIRVA in its discretion agrees to such improvement, in which case the Parties will equitably adjust the corresponding
charges to SIRVA.



The Parties shall use the necessary measurement and monitoring tools and procedures required to measure and report VENDOR CONSORTIUM's performance of the Services
against the applicable Service Levels and other Performance Standards. Such measurement and monitoring shall permit reporting at a level of detail sufficient to verify compliance with the Service
Levels and other
Performance Standards, and shall be subject to audit by SIRVA as set out in Section 12. The initial set of measuring and monitoring tools agreed upon by the Parties is attached as
Schedule B.

11.    PROJECT AND CONTRACT MANAGEMENT



The governance of the Parties' relationship under this Agreement will be as set forth in Schedules A and B. In particular, VENDOR CONSORTIUM will deliver to SIRVA
the set of periodic reports listed
in Schedule A and B and the Parties will, through their designated representatives, conduct the meetings listed in Schedule A.

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The responsibility for setting IT strategic direction of SIRVA shall at all times remain with SIRVA. VENDOR CONSORTIUM in performing the Services shall conform to
and shall support such strategic direction. Subject to the foregoing, and consistent with SIRVA's internal planning cycles and scheduling, the Parties shall jointly prepare an annual technology plan,
in accordance with the provisions of this Section 11.7 and in conjunction with business plans to be provided by SIRVA (the "Technology Plan"). The Technology Plan shall consist of a
three-year plan and annual implementation plans as described below. The Technology Plan shall address the information technology requirements of SIRVA's activities, shall be coordinated
with and incorporate as appropriate statements of work, shall conform to SIRVA's overall strategic IT direction, shall be integrated with SIRVA's business goals and objectives and shall take account
of and be coordinated with the strategic direction of other SIRVA Affiliates. Each Technology Plan after the first shall review and assess the immediately preceding Technology Plan.
To the extent VENDOR CONSORTIUM is called upon in the preparation of the Technology Plan, and as a general matter, to make recommendations and to take other actions under this Agreement, VENDOR
CONSORTIUM shall make such recommendations and take such actions neutrally and objectively without preference for its own offerings and always with the objective of identifying the best solutions to
support SIRVA's business needs.



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Subject to Schedule O, VENDOR CONSORTIUM shall utilize project and process management tools, including productivity aids and project management systems set
forth in Schedule O, as reasonably necessary to perform the Services. VENDOR CONSORTIUM shall use project management tools in all major projects and employ a regular reporting mechanism to
identify project tasks, present current status reports, and identify potential bottlenecks and problems. Except as otherwise provided in Schedule O, VENDOR CONSORTIUM will use these tools at no
additional charge to SIRVA.



As more fully described in Schedules B and C, SIRVA may from time to time benchmark the cost and performance of the Services (e.g., ARCs, RRCs, productivity and
Service Levels), giving due consideration to the total scope of Services being performed, against standards satisfied by well-managed operations performing services similar to the Services
and under similar environment, to the extent available information permits ("Benchmarking"). Based upon the results of such Benchmarking, [**].



The Parties will undertake to maintain up-to-date inventory lists of Application Software, System Software, and Equipment.

12.    AUDITS



VENDOR CONSORTIUM shall maintain a complete audit trail of all financial and non-financial transactions resulting from this Agreement. No more than
twice per year, VENDOR CONSORTIUM

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shall provide to SIRVA, its auditors (including internal audit staff and external auditors), inspectors, regulators and other representatives as SIRVA may from time to time designate in writing,
access at all reasonable times (upon 48 hours notice, in the case of normal audits; or immediately in the case of emergency audits) to the part of a facility at which either VENDOR CONSORTIUM
or any of its subcontractors is providing the Services, to the personnel of either VENDOR CONSORTIUM or any of its subcontractors providing the Services, and to data and records relating to the
Services for the purpose of performing audits and inspections of either VENDOR CONSORTIUM or any of its subcontractors to verify performance of the Services, including to:



VENDOR
CONSORTIUM shall provide to SIRVA, its auditors (including internal audit staff and external auditors), inspectors, regulators, and other representatives such assistance as they
require, including installing and operating audit software. VENDOR CONSORTIUM shall cooperate fully with SIRVA or their designees in connection with audit functions and with regard to examinations by
regulatory authorities. SIRVA's auditors and other representatives shall comply with VENDOR CONSORTIUM's reasonable security and confidentiality requirements. VENDOR CONSORTIUM's data and records
shall contain sufficient data (quality and quantity) to be readily auditable. In no instance would SIRVA or those acting on SIRVA's behalf have access to (i) data and records to the
extent such data and records relate to other VENDOR CONSORTIUM customers or (ii) VENDOR CONSORTIUM's data and records unrelated to the Services.

In
no event shall VENDOR CONSORTIUM be required to cooperate with or grant access to any competitor of VENDOR CONSORTIUM in the outsourcing services industry, provided that
(i) the preceding limitation does not apply to the distinguishable audit arm of any entity that otherwise falls within this limitation and (ii) this limitation does not apply in any
event to the audit arm of PricewaterhouseCoopers.



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Until (i) three (3) years after expiration or termination of this Agreement, (ii) all pending matters relating to this Agreement (e.g.,
disputes and investigations) are closed, or (iii) retention of records is no longer required to meet SIRVA's uniformly applied records retention policy as identified to VENDOR CONSORTIUM as
such policy may be adjusted from time to time, whichever is later, VENDOR CONSORTIUM shall maintain and provide access upon request to the records, documents and other information required to meet
SIRVA's audit rights under this Agreement. Before destroying or otherwise disposing of such information, VENDOR CONSORTIUM shall provide SIRVA with sixty (60) days prior written notice and
offer SIRVA, at SIRVA's expense, the opportunity to recover such information or request VENDOR CONSORTIUM to deliver to SIRVA such information.

13.    SIRVA RESPONSIBILITIES



In addition to SIRVA's responsibilities as expressly set forth elsewhere in this Agreement, SIRVA shall be responsible for the following:



SIRVA has no obligations, other than as expressly set forth in this Agreement or otherwise agreed to in writing (e.g., a later statement of work), that it must
satisfy as a condition to the full and timely performance by VENDOR CONSORTIUM of its obligations under this Agreement. If any acts, functions or responsibilities not specifically described in this
Agreement are reasonably required for the proper performance and provision of and are inherent in the specified obligations of SIRVA, they shall be deemed to be implied by and included within the
scope of SIRVA's obligations to the same extent

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and in the same manner as if specifically described in this Agreement. Except as otherwise expressly provided in this Agreement, VENDOR CONSORTIUM shall be responsible for providing the facilities,
personnel and other resources as necessary to provide the Services. SIRVA's failure to perform any of its responsibilities set forth in this Agreement (other than as provided in
Section 22.1(b)) shall not be deemed to be grounds for termination by VENDOR CONSORTIUM; provided, however, that VENDOR CONSORTIUM's nonperformance or delay of its obligations under this
Agreement shall be excused if and to the extent (i) such VENDOR CONSORTIUM nonperformance or delay results from SIRVA's failure to perform, or delay in performing, its responsibilities, and
(ii) VENDOR CONSORTIUM provides SIRVA with reasonable notice of such nonperformance or delay and uses commercially reasonable efforts to perform notwithstanding SIRVA's failure to perform (with
SIRVA reimbursing VENDOR CONSORTIUM for its additional expenses reasonably incurred for such efforts).

14.    CHARGES



SIRVA shall not be required to pay VENDOR CONSORTIUM any amounts for the Services other than those charges payable to VENDOR CONSORTIUM under this
Article 14, the sections of this Agreement and the Schedules referenced above. During any renewal Term, SIRVA agrees to pay VENDOR CONSORTIUM a cost adjustment in the manner and to the extent
provided in Schedule C.



VENDOR CONSORTIUM acknowledges that except as expressly provided otherwise in this Agreement (including the Schedules) expenses that VENDOR CONSORTIUM expects to
incur in performing the Services are included in VENDOR CONSORTIUM's charges and rates set forth in this Agreement. Accordingly, such VENDOR CONSORTIUM expenses are not separately reimbursable by

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SIRVA unless, on a case-by-case basis for unusual expenses, SIRVA has agreed in advance and in writing to reimburse VENDOR CONSORTIUM for the expense. VENDOR CONSORTIUM
personnel will follow SIRVA's expense reporting policies for all expenses reimbursed by SIRVA.



The Parties' respective responsibilities for taxes arising under or in connection with this Agreement shall be as follows:



In the event that SIRVA requests VENDOR CONSORTIUM to perform IT functions that are materially different from, and in addition to, the Services, the Parties'
obligations with respect to such functions shall be as follows:



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The Parties' initial objectives, definitions, methodologies and accounting processes for gainsharing are in Schedule C.

15.    INVOICING AND PAYMENT



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Subject to the other provisions of this Article 15, invoices provided for under Section 15.1 and properly submitted to SIRVA pursuant to this
Agreement shall be billed in arrears and due and payable by
SIRVA within [**]. Any amount due under this Agreement for which a time for payment is not otherwise specified (e.g., as to ARCs and RRCs) shall be due and payable within
[**].



In the event payment is not received when due, excluding any portion of charges withheld in a good faith dispute pursuant to Section 15.8 below or set off
in good faith pursuant to Section 15.7 below, a monthly late payment fee of [**].

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VENDOR CONSORTIUM shall maintain complete and accurate records of and supporting documentation for the amounts billable to and payments made by SIRVA under this
Agreement, in accordance with generally accepted accounting principles applied on a consistent basis. VENDOR CONSORTIUM agrees to provide SIRVA with documentation and other information with respect to
each invoice as may be reasonably requested by SIRVA.



Periodic charges under this Agreement are to be computed on a calendar month basis, and shall be prorated for any partial month.



A Party who is owed any amount by the other Party under this Agreement may, at its option, set off that amount as a credit against any undisputed amounts it
otherwise owes to the other Party.



Subject to Section 15.7, SIRVA shall pay undisputed charges when such payments are due under this Article 15 and Schedule C. SIRVA may
withhold payment of particular charges that SIRVA disputes in good faith subject to the following: (i) Provided SIRVA gives VENDOR CONSORTIUM written notice within [**]
of the initial due date for the invoice containing the disputed charge, SIRVA may withhold from the then current invoice a disputed amount charged on that invoice or on the immediately preceding
[**] invoices; (ii) The amount SIRVA may withhold at any one time pursuant to this Section 15.8 shall not, taken together, exceed [**]. As
provided in Article 21, the Parties shall pursue resolution of payment disputes with due diligence. Upon resolution of a payment dispute, and where payment is due, such payment with the
interest set out above shall be made within five (5) business days.

16.    SIRVA INFORMATION AND DATA; CONFIDENTIALITY



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17.    REPRESENTATIONS AND WARRANTIES



[**]



[**]



Each Party represents and warrants to the other that:



Each Party covenants that it shall use its commercially reasonable efforts so that no Viruses are coded or introduced into the systems used to provide the
Services.



VENDOR CONSORTIUM covenants that, without the prior written consent of SIRVA, VENDOR CONSORTIUM shall not insert into Software or mechanisms or devices, any code
designed or constructed to disable or otherwise disrupt all or any portion of the Services. VENDOR CONSORTIUM further covenants that, with respect to any disabling code that may be part of the
Software or mechanisms or devices, VENDOR CONSORTIUM shall not invoke such disabling code at any time, including upon expiration or termination of this Agreement for any reason, without SIRVA's prior
written consent.

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With respect to each deliverable produced by Applications Software development projects undertaken by VENDOR CONSORTIUM, for a period of 180 days from the
date of acceptance by SIRVA of such deliverable, VENDOR CONSORTIUM warrants that the deliverable will not materially deviate from the written specifications and requirements for such deliverable set
forth or referred to in the applicable project plans. To the extent any such deviation is found, VENDOR CONSORTIUM shall resolve such deviation at no cost or loss of resources to SIRVA.



SIRVA represents and warrants that SIRVA is either the owner or lessee of the SIRVA Equipment.



SIRVA covenants that SIRVA and SIRVA Affiliates are authorized to permit VENDOR CONSORTIUM access to and use of the SIRVA Facilities used in connection with
performing the Services, and VENDOR CONSORTIUM is performing the Services for SIRVA at the SIRVA Facilities at SIRVA's request; and the SIRVA Facilities are in compliance with all material applicable
federal, state and local laws governing the storage, existence, discharge and handling of hazardous materials.



EXCEPT AS PROVIDED IN THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

18.    INSURANCE

VENDOR CONSORTIUM shall during the Term have and maintain in force the insurance coverages set forth in Schedule P.

[**]

19.    INDEMNITIES



VENDOR CONSORTIUM, by and on behalf of itself and its Affiliates, agrees to indemnify, defend and hold harmless SIRVA and its Affiliates and their respective
officers, directors, employees, agents,
successors, representatives, attorneys and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:



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SIRVA, by and on behalf of itself and its Affiliates, agrees to indemnify, defend and hold harmless VENDOR CONSORTIUM and its Affiliates and their respective
officers, directors, employees, agents, successors, representatives, attorneys and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of,
any of the following:



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VENDOR CONSORTIUM and SIRVA each agree to indemnify, defend and hold harmless the other, and its Affiliates, officers, directors, employees, agents, successors,
representatives, attorneys and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following: (a) the death or bodily
injury of any agent, employee, customer, business invitee, or business visitor or other person caused by the tortuous conduct of the indemnitor; (b) the damage, loss or destruction of any real
or tangible personal property caused by the tortuous conduct of the indemnitor, and (c) any claim, demand, charge, action, cause of action, or other proceeding asserted against the indemnitee
but resulting from an act or failure to act of the indemnitor in its capacity as an employer of a person.

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If any item recommended, selected, provided or developed by VENDOR CONSORTIUM to provide the Services becomes, or in VENDOR CONSORTIUM's reasonable opinion is
likely to become, the subject of an infringement or misappropriation claim or proceeding, unless such item was provided by SIRVA or its Affiliates or was used as required by SIRVA or its Affiliates,
VENDOR CONSORTIUM shall, in addition to indemnifying SIRVA as provided in this Article 19 and to the other rights SIRVA may have under this Agreement, promptly secure the right to continue
using the item or replace or modify the item to make it non-infringing or take such other action as SIRVA approves provided that any such replacement or modification or other action will
not degrade the performance or quality of the affected component of the Services in a non-trivial manner. The Parties may also consider whether to reduce the charges in exchange for
permitting VENDOR CONSORTIUM to remove the item and waive a notice of breach. VENDOR CONSORTIUM shall promptly notify SIRVA of any event or situation that reasonably might be expected to fall under
this Section 19.4.



With respect to third-party claims, the following procedures shall apply:



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In the event that an indemnitor shall be obligated to indemnify an indemnitee pursuant to Sections 19.1 through 19.3, the indemnitor shall, upon payment of such
indemnity in full, be subrogated to all rights of the indemnitee with respect to the claims to which such indemnification relates.



No Party shall recover or be required to pay the same damages twice.

20.    LIABILITY



Subject to the specific provisions of this Article 20, it is the intent of the Parties that each Party shall be liable to the other Party for any actual
damages incurred by the non-breaching Party as a result of the breaching Party's failure to perform its obligations in the manner required by this Agreement.



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21.    DISPUTE RESOLUTION

Any dispute between the Parties arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement and
with respect to the performance by VENDOR CONSORTIUM or SIRVA, shall be resolved as provided in this Article 21. The Parties shall pursue resolution of disputes with all diligence.



Before the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their dispute informally, as follows:



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This
provision shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable
limitations period, or to preserve a superior position with respect to other creditors, or as provided in Sections 21.2(b). Following the commencement of formal proceedings permissible under this
Agreement, either Party may terminate or decline to commence mediation under Section 21.1 (c) above.



If the Parties are unable to resolve any controversy or dispute ("dispute") arising under this Agreement as contemplated by Section 21.1 and if such
dispute is not subject to arbitration under Section 21.2(a), then such dispute shall be submitted to a court of competent jurisdiction for determination at the election of either Party (the
"Disputing Party").



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In
any actionarbitration or litigationarising under this Agreement, the prevailing party shall recover its costs, including reasonable attorney's fees.



Each Party agrees to continue performing its obligations (for which, in the case of VENDOR CONSORTIUMand subject to SIRVA's rights to withhold
disputed amountsit is being paid), under this Agreement while any dispute is being resolved unless and until such obligations are terminated by the termination or expiration of this
Agreement.



This Agreement and performance under it shall be governed by and construed in accordance with the laws of the State of Indiana without regard to its choice of law
principles.

22.    TERMINATION



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SIRVA may terminate this Agreement for convenience and without cause at any time by giving VENDOR CONSORTIUM at least six (6) months prior written notice
designating a termination date, which date shall be after the first thirty-six months following the Effective Date as to COVANSYS and after the first twelve months following the Effective
Date as to ACS, and paying to VENDOR CONSORTIUM on the effective date of termination the applicable Termination Charge for Convenience specified in Schedule C (which, for ACS only, shall be
prorated on a per diem basis for any partial month). In the event that a purported termination for cause by SIRVA under Section 22.1 is determined by a competent authority not to be properly a
termination for cause, then such termination by SIRVA shall be deemed a termination for convenience under this Section 22.2.

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In the event of a change in Control of either COVANSYS or ACS or the commercial outsourcing component of either performing the Services under this Agreement, in
which Control transfers, without SIRVA's consent, to persons or entities who are not employees of COVANSYS or ACS at the Effective Date, then SIRVA may terminate this Agreement by (i) giving
VENDOR CONSORTIUM at least ninety (90) days prior written notice and designating a date upon which such termination shall be effective, and (ii) paying to VENDOR CONSORTIUM on the
effective date of termination the applicable Termination Charge for Change of Control, which shall be [**].



SIRVA may extend the effective date of termination up to two (2) times, at its sole discretion, provided that the total of such extensions shall not exceed
one hundred and eighty (180) days following the original effective date of termination. For any notice or notices of such extensions provided to VENDOR CONSORTIUM within ninety (90) days
prior to the actual date of termination, SIRVA shall reimburse VENDOR CONSORTIUM for additional expenses reasonably incurred by VENDOR CONSORTIUM as a result. The Parties recognize that SIRVA may not
need as much of the Services during the extension periods. For provision of substantially full Services, the rates in Schedule C shall be applicable. For provision of less than substantially
full Services, the applicable or most comparable ARC Rate shall apply.



Commencing six (6) months prior to expiration of this Agreement or on such earlier date as SIRVA may request, or commencing upon any notice of termination
of this Agreement (including notice based upon breach or default by SIRVA, in which case SIRVA will pay VENDOR CONSORTIUM on a monthly basis an estimated amount in advance for work to be performed
during that month, with true-up in the following month to reflect actual Services received), and continuing through the effective date of expiration (as such effective date may be extended
pursuant to Section 3.2), or, if applicable, through the effective date of termination (as such effective date may be extended pursuant to
Section 22.4), VENDOR CONSORTIUM shall provide to SIRVA, or at SIRVA's request to SIRVA's designee (provided such designee agrees in writing to assume confidentiality obligations at least
equivalent to those described in Section 16.3), the termination/expiration assistance reasonably requested by SIRVA to allow the Services to continue without interruption, to minimize adverse
effect, and to facilitate the orderly transfer of the Services to SIRVA or its designee ("Termination/Expiration Assistance"). Termination/Expiration Assistance shall include the assistance described
below and in Schedule G. [**]

23.    GENERAL



This Agreement shall be binding on the Parties and their respective successors and assigns. No person or entity not a Party will be deemed to have an interest in
or be a beneficiary under this Agreement. Notwithstanding the designation of an Effective Date that is subsequent to the actual date of execution by the Parties, this Agreement shall be binding on the
Parties upon execution by and delivery to all Parties of a fully executed Agreement. No Party may, nor shall any Party have the power to, assign this Agreement without the prior written consent of the
others, except that a Party may assign its rights and obligations under this Agreement without the approval of the other Parties to an entity which acquires all or substantially all of the assets of
the assigning Party or to any Affiliate or successor in a merger or acquisition of such Party; provided, however, that in no event shall such

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assignment relieve the assigning Party of its obligations under this Agreement. Upon forty-five (45) days advance written notice from VENDOR CONSORTIUM, VENDOR CONSORTIUM may
assign its rights to receive total payments under this Agreement.



This Agreement, including the Schedules, each of which is incorporated in this Agreement for all purposes, constitutes the entire agreement between the Parties
with respect to the subject matter of this Agreement and supersedes all prior agreements, whether written or oral, with respect to the subject matter contained in this Agreement. In the event of a
conflict between the provisions of the base Agreement and a Schedule, the provisions of the base Agreement shall control unless the Parties expressly agree otherwise and such agreement is set forth in
the relevant portion of the Schedule. No amendment or waiver of this Agreement shall be valid unless in writing and signed by an authorized representative of the Party against which amendment or
waiver is sought to be enforced. Work
performed during due diligence shall be uncompensated but otherwise deemed work performed pursuant to this Agreement and shall be governed by the terms of this Agreement.



All notices, requests, demands, and determinations under this Agreement (other than routine operational communications), shall be in writing and shall be deemed
duly given (i) when delivered by hand, (ii) one (1) day after being given to an express overnight courier with a reliable system for tracking delivery, (iii) when sent by
confirmed facsimile with a copy sent by another means specified in this Section 23.4, or (iv) six (6) days after the day of mailing, when mailed by United States mail, registered
or certified mail, return receipt requested, postage prepaid, and addressed as follows:



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A
Party may from time to time change its address or designee for notification purposes by giving the others prior written notice of the new address or designee and the date upon which it
will become effective.



This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties.



The article and section headings and the table of contents are for reference and convenience only and shall not enter into the interpretation of this Agreement.



COVANSYS and ACS, in furnishing the Services under this Agreement, are acting as independent contractors. VENDOR CONSORTIUM has the sole right and obligation to
supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by VENDOR CONSORTIUM under this Agreement. VENDOR CONSORTIUM is not an agent of SIRVA and has
no authority to represent SIRVA as to any matters, except as expressly authorized in this Agreement.



In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by
an arbitrator or a court with jurisdiction over the Parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with
applicable law. The remainder of this Agreement shall remain in full force and effect.



Except where expressly provided as being in the discretion of a Party, where agreement, approval, acceptance, consent, or similar action by either Party is
required under this Agreement, such action shall not be unreasonably delayed or withheld.



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Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any
termination or expiration of this Agreement and continue in full force and effect.



The terms and conditions of this Agreement, including the Schedules, will be deemed Confidential Information of each Party, as if first received after the
Effective Date. All media releases, public announcements, and public disclosures by either Party relating to this Agreement or the subject matter of this Agreement, including promotional or marketing
material, but not including announcements intended solely for internal distribution or disclosures to the extent required to meet legal or regulatory requirements beyond the reasonable control of the
disclosing Party, shall be coordinated with and approved by the other Party prior to release. Notwithstanding the foregoing, VENDOR CONSORTIUM may list SIRVA as a customer and describe in general
terms the services provided by VENDOR CONSORTIUM under this Agreement in proposals and other marketing materials.



Each Party agrees that it shall not, without the other Party's prior written consent, use the name, service marks or trademarks of the other Party or its
Affiliates.



No Party may bring an action, regardless of form, arising out of this Agreement more than three years after the cause of action was discovered by the Party
bringing the action; provided that this shall not limit a Party's ability to introduce events into evidence in support of a cause of action otherwise timely brought under this section.



Beyond as described in Section 4.1(c), SIRVA may bundle the Services provided under this Agreement as part of its offerings to those entities with whom it
has an independent business relationship, such as its associates, agents, preferred partners and customers. For purposes of clarification, this provision does not permit SIRVA to operate as a
standalone commercial IT outsourcing service bureau competing with COVANSYS or ACS.



Except as provided in Article 19, this Agreement is entered into solely between, and may be enforced only by, SIRVA and VENDOR CONSORTIUM; and this
Agreement shall not be deemed to create any rights in third parties, including suppliers and customers of a Party, or to create any obligations of a Party to any such third parties.



[**]

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[**]



The Parties acknowledge that certain Software and technical data to be provided under this Agreement and certain transactions under this Agreement may be subject
to export controls under the laws and regulations of the United States and other countries. All Parties will comply with applicable export laws or regulations.



Each Party agrees to execute and deliver to the other Party such instruments and documents as the other Party reasonably requests to evidence or effect the
transactions contemplated by this Agreement.



Where a Party must do an action by a date that falls on a Saturday, Sunday, legal or SIRVA holiday, such date shall be extended to the next SIRVA business day.

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TO WITNESS THIS AGREEMENT, the Parties have each caused this Agreement to be signed and delivered by its duly authorized officer, all as of the date first set forth above.

|NORTH AMERICAN VAN LINES, INC.     |  | COVANSYS CORPORATION
|---------------------------------- |  | --------------------
|By:                                |  |                     
|                                   |  |                     
|Printed:                           |  |                     
|                                   |  |                     
|Title:                             |  |                     
|                                   |  |                     
|Date:                              |  |                     
|                                   |  |                     
|AFFILIATED COMPUTER SERVICES, INC. |  |                     
|By:                                |  |                     
|Printed:                           |  |                     
|Title:                             |  |                     
|Date:                              |  |                     
|                                   |  |                     

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Schedule A-1    Description of Services

to    Agreement for Outsourcing Services

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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Schedule A    Description of Services

|TO  |                                         |                                                     |   | 1
|--- | --------------------------------------- | --------------------------------------------------- | - | -
|1.0 | INTRODUCTION                            |                                                     | 4
|2.0 | DEFINITIONS                             |                                                     |  
|    | 2.1                                     | Certain Definitions                                 |   |  
|    | 2.2                                     | Other Terms                                         |   |  
|3.0 | MAINFRAME, MIDRANGE, AND SERVER SYSTEMS |                                                     |  
|    | 3.1                                     | General                                             |   |  
|    | 3.2                                     | Hours of Operation                                  |   |  
|    | 3.3                                     | Operations Monitoring and Management                |   |  
|    | 3.4                                     | Production Control and Scheduling                   |   |  
|    | 3.5                                     | Technical Support                                   |   |  
|    | 3.6                                     | Operations Support                                  |   |  
|    | 3.7                                     | Software Version Levels                             |   |  
|    | 3.8                                     | Storage Management                                  |   |  
|    | 3.9                                     | Removable Media Management                          |   |  
|    | 3.10                                    | Physical Database Support                           |   |  
|    | 3.11                                    | Logical Database Support                            |   |  
|    | 3.12                                    | Performance Planning and Management                 |   |  
|    | 3.13                                    | Configuration Management                            |   |  
|    | 3.14                                    | System Change Control Process                       |   |  
|4.0 | CROSS FUNCTIONAL                        |                                                     |  
|    | 4.1                                     | Back-up and Recovery Services                       |   |  
|    | 4.2                                     | Off-Site Media Storage                              |   |  
|    | 4.3                                     | Physical Security                                   |   |  
|    | 4.4                                     | Service Reporting                                   |   |  
|    | 4.5                                     | Testing                                             |   |  
|    | 4.6                                     | Consulting/Functional Support                       |   |  
|    | 4.7                                     | License Management and Compliance                   |   |  
|    | 4.8                                     | Asset Management                                    |   |  
|    | 4.9                                     | Management of Third Party Contracts                 |   |  
|    | 4.10                                    | Operations Documentation                            |   |  
|    | 4.11                                    | Charge Back Support                                 |   |  
|    | 4.12                                    | Network Management                                  |   |  
|    | 4.13                                    | Problem Management                                  |   |  
|    | 4.14                                    | System Change Management                            |   |  
|    | 4.15                                    | Business Continuity Planning and Disaster           |   |  
|5.0 | CROSS FUNCTIONAL PLANNING SERVICES      |                                                     |  
|    | 5.1                                     | Service Planning                                    |   |  
|    | 5.2                                     | Capacity Planning                                   |   |  
|    | 5.3                                     | Acquisition, Joint Venture and Divestiture Services |   |  
|    | 5.4                                     | Training and Education                              |   |  
|6.0 | HELP DESK                               |                                                     |  
|    | 6.1                                     | Service Description                                 |   |  
|    | 6.2                                     | Activities Description                              |   |  
|    | 6.3                                     | Service Parameters                                  |   |  
|    | 6.4                                     | Methodology for Billable Incidents                  |   |  
|7.0 | NETWORK AND VOICE MANAGEMENT            |                                                     |  

2

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|    | 7.1                         | Service Description        |  | 
|--- | --------------------------- | -------------------------- |  | 
|    | 7.2                         | Activities Description     |  | 
|    | 7.3                         | Service Parameters         |  | 
|    | 7.4                         | Voice IMAC Projects        |  | 
|8.0 | DESKTOP MANAGEMENT SERVICES |                            | 
|    | 8.1                         | Service Description        |  | 
|    | 8.2                         | Activities Description     |  | 
|    | 8.3                         | Service Parameters         |  | 
|    | 8.4                         | Desktop IMAC Projects      |  | 
|9.0 | REMOTE LOCATION SUPPORT     |                            | 
|    | 9.1                         | Remote Location Support    |  | 
|    | 9.2                         | Definitions                |  | 
|    | 9.3                         | Roles and Responsibilities |  | 
|    | 9.4                         | Remote Location Services   |  | 

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1.0  INTRODUCTION

Vendor
Consortium shall provide the services described in this Schedule A. ACS is responsible for providing only the Services for which ACS is identified as the responsible party.

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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DEFINITIONS GLOSSARY

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[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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11

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[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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SCHEDULE A-10    APPLICATION DEVELOPMENT AND MAINTENANCE SERVICES

10.0    Application Development and Maintenance Services

To the extent Application Development and Maintenance (AD/M) Services are within the description of services performed by Affected Employees as of the Effective
Date or as otherwise set forth in Statements of Work (SOWs), AD/M shall mean as follows:

Definitions:



Roles and Responsibilities:



Implementation:

10.1    Application Maintenance Services

Covansys will provide the following Application Maintenance Services using approved enterprise-level tools (e.g. Productivity and Management Tools) and Critical
Processes adhering to Approved Service and Priority Levels.

Problem Management

All problems will be initiated and logged through the Help Desk. Refer to Schedule A.4.13 for a description of the Problem Management process.

Application Maintenance Projects (Routine)

Routine maintenance is initiated through the Service Request Management process and includes:



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Application Maintenance Projects (Ready-to-Serve)



Project Management for Applications Maintenance

Project Management services for Problem Management and Application Maintenance (Routine) activities include:



10.2    Application Development Services

Covansys will provide the following Application Development services using approved enterprise-level tools (e.g. Productivity and Management Tools) and Critical
Processes. These services will be layered within Covansys' best practices methodology. SIRVA's corresponding responsibilities will be set forth within that methodology.

Services
can include but are not limited to:

Project Management for Applications Development



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Analysis



Project Executing / Controlling Activities



Design



Construction



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Implementation



Project Closing



10.3    Application Portfolio Management

SIRVA is responsible for managing application portfolios. Application Portfolio Management is a continuous activity that pervades the management of the somewhat
"static" assets (existing applications, hardware, etc.) and the "active" assets (projects, etc). The crux of Application Portfolio Management is the continuous analysis of new opportunities, the
performance of existing assets, and the interaction of devoting resources to new opportunities. Application Portfolio Management will occur as a result of the IT Strategic Planning and Service Request
Management processes (ROM and SOW).

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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Schedule A-11.1    OTHER SERVICES    Change Management

11.1 Change Management

[**]

Change
Management is one of the areas in which the parties will work together in order to bring into being a common, best practice process. The transition plan for moving to a common process is
documented sepa-rately in Schedule L.

This
section describes the long-term, best practice, common Change Management process towards which the parties will work. It is not intended to be a totally prescriptive, detailed change management
process but a general framework for the parties' mutual efforts to achieve.

Definitions

Change Managementthe overall management process related to the implementation and control of changes to the several IT environments that
exist for SIRVA. The scope of Change Management deals with the documentation, approval, and scheduling of changes to the respective environments.

Change Controlthe specific methodology implemented within the Change Management process to act on a request for change.

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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Schedule A-11.3    OTHER SERVICES

Service Request Management

11.3 Service Request Management

Since
the business merger bringing the Chicago and Fort Wayne area IT organizations together, one of the incomplete tasks is the merger of Service Request Management processes. Distinctive,
well-entrenched processes for various IT environments exist for both locations in terms of software tools, forms, division of responsibilities, rules and process flow. At the commencement
of the outsourcing agreement it will be necessary to continue the distinctive processes at their respective venues. (See Appendix 1 IT Service Path for details).

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule A-11.4    OTHER SERVICES

Management Support and Advice

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule A-11.5    OTHER SERVICES

Training and Education

11.5 Training and Education

This
section describes the responsibilities and process involved in delivering and maintaining training and education programs. In general, two types of training/education are addressed: end-user
training and IT staff training and education.

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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Schedule A-11.6        OTHER SERVICES        Invoicing

11.6    Invoicing
and Accounting

This
section describes the process required by Covansys and ACS to prepare and deliver periodic invoices to SIRVA in various approved categories of expense.

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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|[LOGO] |  | SAMPLE
BASELINE SERVICE INVOICE |  | Attachment X1
|------ |  | ------------------------------- |  | -------------

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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|[LOGO] |  | SAMPLE
VARIABLE INVOICE |  | Attachment X2
|------ |  | ----------------------- |  | -------------

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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|[LOGO] |  | SAMPLE
PASS-THROUGH SERVICE INVOICE |  | Attachment X3
|------ |  | ----------------------------------- |  | -------------

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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ACS Baseline Sample InvoiceAttachment: X4

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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ACS Variable Sample InvoiceAttachment: X5

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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Schedule A-11.7

OTHER SERVICES    Documentation

11.7 Documentation

This
section outlines the responsibilities and processes pertaining to the various categories of documentation. Documentation is recognized as being a work product of the Application Development and
Maintenance services ("AD/M") and Infrastructure services. All parties will play a role in the documentation process: standards setting, preparation, review, maintenance, usage and retention.

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule A-11.8    OTHER SERVICES    Records Retention

11.8  Records Retention

This
section describes the responsibilities and process involved in records retention under this agreement. Records referred to are of two broad types: (1) SIRVA-owned records; and
(2) Supplier-owned records that are pertinent to the services provided under this contract.

Definitions

Recordsunderstood to be all organized information that SIRVA requires be retained and managed. The records may exist on various media
including paper, magnetic storage, optical storage, microform, and other new forms that may become generally available within the life of this contract.

SIRVA-owned Recordsapplies to the information, data, or intellectual asset without regard to the medium on which it resides, that SIRVA
owns. SIRVA may own records that reside on ACS-owned media (e.g. magnetic tape cartridges).

Supplier-owned Recordsapplies to the information or data owned by ACS or Covansys, without regard to the ownership of the medium on which
it resides, that relate to the services performed under this contract with SIRVA.

Records Management Policypolicy which defines minimally, by specific document or by type of record, the following: back-up
frequency if machine-readable, retention expressed by back-up cycles or time duration, medium, location, accessibility/retrieval requirements, and destruction instructions.

11.8.1    SIRVA-owned Records Retention

Roles and Responsibilities

Implementation

SIRVA,
assisted by Covansys as requested on an application-by-application (or project-by-project) basis, will specify the records management
instructions for all SIRVA-owned records managed by ACS. ACS will execute the instructions as required under this contract.

In
general, ACS will perform this service via back-up procedures to copy data from active storage (e.g. magnetic or optical disk drives) to a removable storage medium (e.g. magnetic tape
cartridges) which will be physically relocated to a secure, off-site storage facility and retained there for the required period or number of back-up cycles.

1

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Supplier-owned Records Retention

Roles and Responsibilities

Implementation

SIRVA,
ACS and Covansys will mutually define the Supplier-owned records that will be retained to support SIRVA's invoice reconciliation process and internal audit requirements. The documents may
include paper and machine-readable records. The parties will mutually define the retention medium, accessibility and retrieval processes, and retention period for each record type.

ACS
and Covansys will manage Supplier-owned Records in accordance with the foregoing records retention decisions. Further, the parties will meet as required to adjust the retention requirements by
mutual agreement, but not less than two years.

2

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Schedule A-11.10    OTHER SERVICES    Compliance With Laws and Regulations

11.10  Compliance With Laws and Regulations

SIRVA
is committed to: (1) conducting its business with integrity and (2) complying with both the spirit of the laws and regulations that govern its operations. Regardless of whether
SIRVA's activities are being conducted at the local, state, federal or even international level, SIRVA strives to achieve the highest standards of business and ethical conduct.

To
achieve these high standards, SIRVA must rely on the experience and dedication of all of its business partners and Associates. To assist its Associates and business partners in helping to achieve
these standards, SIRVA has adopted aCorporate Compliance Programand theGuide to the Code of Business
Conductthat will serve as a guide to appropriate conduct and legal compliance.

Definitions

Corporate Compliance Programa set of governing principles and standards that includes the requirements by its Associates and business
partners to:



Guide to the Code of Business ConducttheGuideis a foundation document to the Corporate Compliance Programand sets forth the tone and standards for the way in which SIRVA, its Associates, and its business partners are to conduct
SIRVA's business throughout the world and in every aspect of SIRVA's operations.

Associatesincludes full-time, part-time, and contract employees of SIRVA and its operating companies, and members
of the SIRVA Board of Directors.

Key Employeesemployees of Covansys and ACS that occupy the positions defined in Schedule D.

Roles and Responsibilities

SIRVAshall publish the standards for compliance in the AWW publication titledGuide to Code of Business Conduct
(Guide)and manage compliance with the same by its Associates and business partners.

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Covansysas a business partner to SIRVA, shall support SIRVA'sCorporate Compliance Program.

ACSas a business partner to SIRVA, shall support SIRVA'sCorporate Compliance Program.

Implementation

2

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Schedule A-11.11

OTHER SERVICES    Acquisitions

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule A-11.12

OTHER SERVICES    Divestitures

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule A-11.13

OTHER SERVICES    Agent Migration and Conversion

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule A-11.15    OTHER SERVICES    Personnel Assignment Procedures

11.15 Personnel Assignment Procedures

IT
staffing is a dynamic matter. Voluntary and involuntary terminations, the reassignment of personnel with more appropriate skills or performance, job elimination due to operating efficiencies or
scale, movement of jobs off-shore, business growth and contractions-all these factors contribute to the staffing dynamic. This schedule defines the roles, responsibilities and process to be followed
in the event of personnel reassignment.

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule A-11.16    OTHER SERVICES    IT Strategic Planning

11.16 IT Strategic Planning

This
schedule defines the process for establishing and maintaining the Technology Plan for SIRVA.

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule A-11.17    OTHER SERVICES    Governance

11.17  Governance

This
section describes requirements and objectives to ensure effective service delivery. The meetings and processes identified in this section will be established to achieve timely and accurate
communication; allow for planning and alignment of service activities with SIRVA objectives and requirements; and provide for timely response to and resolution of service issues. Meetings identified
below may include in-person and/or audio representation unless specifically noted.

Oversight Committee

An
Oversight Committee will meet quarterly or as often as required to review and attempt settlement of difficult matters and disputes before such matters are submitted to arbitration. The composition
of the Oversight Committee shall be as follows:

LOGO

Steering Committee

An
Outsourcing Steering Committee will facilitate a strong working relationship between SIRVA and the outsource Suppliers (Covansys-ACS), formulate IT outsourcing policy, and assess IT
outsourcing results. Members of the Steering Committee shall be as follows:

LOGO

The
operating role of each Steering Committee member is as follows:



1

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The
Steering Committee shall meet no less often than quarterly once the transition is completed. During the transition period the Steering Committee will adhere to a monthly meeting calendar.

The
Committee Chairman (or other appointee) will be prepared to present an IT outsourcing status update report to the Board of Directors at each quarterly meeting during the first year of the contract
and annually thereafter.

All
new reporting and information required will be available based on the Transition Plan (see Schedule L).

Change and Problem Management Meeting

Supplier
and SIRVA representatives will meet weekly to discuss

Supplier
will lead the meeting and issue minutes, action assignments, and other documentation as may be appropriate.

2

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Monthly Governance Meeting

SIRVA
and Supplier management will meet monthly. Supplier's Account Executive and Delivery Managers will meet in-person with SIRVA's Enterprise IT Executive; others may join via conference
call. Topics discussed will include:

SIRVA
will lead the meeting. SIRVA will issue the updated service issues list and monthly scorecard following the meeting. Supplier will issue minutes, action assignments, a plan for remediation of
all missed metrics, and other documentation as may be appropriate.

SIRVA
attendees will include key managers from the applications areas, the Manager of Enterprise IT, and others as required.

3

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Scorecard

Each
month SIRVA will publish a scorecard rating the Supplier's performance in the preceding month. Each Service Area will receive a color rating. "Green" will indicate no or minimal problems for a
Service Area or that progress made toward resolving an issue has been satisfactory. "Yellow" will indicate significant problems in a Service Area or that progress made toward resolving an issue has
slowed. "Red" will indicate severe problems in a Service Area or that progress in resolving an issue is unacceptable.

Service
Areas that will be scored are:



Quarterly Capacity and Performance Meeting

In
the framework of a Steering Committee, Supplier and SIRVA representatives will meet in-person quarterly to discuss



4

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Semi-Annual Software Upgrade and Storage Management Planning Session

SIRVA
and Supplier representatives will meet in-person semi-annually to discuss:



Supplier
will lead the meeting and issue minutes, action assignments, and other documentation as may be appropriate.

Annual Service Agreement Review

SIRVA
and Supplier will review the contract annually. This series of meetings will begin three months before the Service Agreement anniversary. Among the topics which will be included in these
meetings are:



The
Contract Executive will lead these meetings. Supplier will document the results of the meeting and action assignments as may be appropriate.

5

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Service Issue Tracking

Each
month SIRVA will publish a list of service issues, resolution status, and next action steps. Audit observations, responses, and resolutions will be tracked on this document as well.

Service Request Tracking

Supplier
will establish and operate a process to track service requests for additional work. Key elements will include:



6

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Schedule A-11.18    OTHER SERVICES    SIRVA Internal Audit Support

11.18  SIRVA Internal Audit Support

SIRVA,
in conformance with statutory and business requirements, has established an internal audit function to review the totality of its operations, internal controls, and financial reporting to
assure compliance with established standards and practices of the public accounting profession. It is assisted in this function by the engagement of the audit arm of a public accounting firm of
notable reputation for ability and integrity.

The
IT functionits information systems, processes, and infrastructureis a critical operating aspect of SIRVA and IT is a key target for many audit procedures. Inasmuch as a
majority of the IT function has been outsourced, it is necessary for the outsourced services providers to cooperate with SIRVA in its internal audit process. This schedule defines the roles of and
requirements upon ACS and Covansys in support of the internal audit process.

Definitions

Baseline Servicesthe scope of services which includes all those services provided by existing SIRVA IT staff at the time of their
employment transition to Covansys or ACS.

Internal Controlsthose processes, business rules, organizational structures, physical facility features, technology tools, services, etc.
that are required to protect SIRVA operations and its operating integrity from all conceivable threats and compromise. It is concerned with such IT matters as:



Roles and Responsibilities

SIRVAshall be responsible for the conduct of internal audit procedures, including internal controls.

Covansysshall support the SIRVA internal audit process as a baseline service it provides to SIRVA.

ACSshall support the SIRVA internal audit process as a baseline service it provides to SIRVA.

1

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Implementation

2

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Schedule A-11.19    OTHER SERVICES    Customer Satisfaction Surveys

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule A-11.20    OTHER SERVICES    Project Management Office Services

11.20  Project Management Office

Covansys
will provide Project Management Office services to SIRVA as part of this Agreement. SIRVA and ACS will support Covansys in PMO activities as defined in an approved Statement of Work (SOW).

Definitions

Project Management Office (PMO): the function that provides common technology resources, tools, methodology, and services utilized across multiple
projects. Technology resources commonly are such things as standards, documentation repository, and project management and project accounting support.

Roles and Responsibilities

Covansysis responsible for implementing the Project Management Office.

ACSwill assist and support Covansys in all PMO related activities.

SIRVAwill assist and support Covansys in all PMO related activities.

Implementation

The
Project Management Office will be responsible for:



1

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Schedule A-12

A-12.0 Security ServicesInformation Security

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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Schedule B-1    Service Levels    to    Agreement for Outsourcing Services

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Schedule B    Service Levels

|TO  |                                                      |  |                                                                                                     |  | 1
|--- | ---------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | -
|1.  | GENERAL PROVISIONS                                  
|    | 1.1                                                  |  | General                                                                                             |  |  
|    | 1.2                                                  |  | Definitions                                                                                         |  |  
|    | 1.3                                                  |  | Attachments                                                                                         |  |  
|    | 1.4                                                  |  | Performance of the Services                                                                         |  |  
|    | 1.5                                                  |  | Commencement of Obligations                                                                         |  |  
|    | 1.6                                                  |  | Establishing Expected Service Levels and Required Service Levels for Critical Service Levels        |  |  
|    | 1.7                                                  |  | Cooperation                                                                                         |  |  
|    | 1.8                                                  |  | Measuring and Monitoring Tools                                                                      |  |  
|2.  | CRITICAL SERVICE LEVELS                              |  |                                                                                                    
|3.  | KEY MEASUREMENTS                                     |  |                                                                                                    
|4.  | REPORTING                                            |  |                                                                                                    
|5.  | SERVICE LEVEL CREDITS                                |  |                                                                                                    
|    | 5.1                                                  |  | Calculation                                                                                         |  |  
|    | 5.2                                                  |  | Multiple Required Service Level Defaults, the At Risk Amount, Notification, Reporting and Invoicing |  |  
|    | 5.3                                                  |  | Sample Calculation                                                                                  |  |  
|    | 5.4                                                  |  | Additions and Deletions of Key Measurements                                                         |  |  
|    | 5.5                                                  |  | Additions, Modifications and Deletions of Critical Service Levels                                   |  |  
|6.  | PERFORMANCE INCENTIVE                                |  |                                                                                                    
|7.  | MISCELLANEOUS                                        |  |                                                                                                    
|    | 7.1                                                  |  | Times                                                                                               |  |  
|    | 7.2                                                  |  | Single Incident / Multiple Defaults                                                                 |  |  
|    | 7.3                                                  |  | Exclusions                                                                                          |  |  
|    | 7.4                                                  |  | Excused Performance                                                                                 |  |  
|8.  | SERVICE LEVEL DETAILSAPPLICATIONS AVAILABILITY      |  |                                                                                                    
|    | 8.1                                                  |  | Critical Applications Availability                                                                  |  |  
|9.  | SERVICE LEVEL DETAILSMAINFRAME                      |  |                                                                                                    
|    | 9.1                                                  |  | Mainframe Environment Availability                                                                  |  |  
|    | 9.2                                                  |  | Mainframe Response Time                                                                             |  |  
|    | 9.3                                                  |  | Production Batch Job Failure                                                                        |  |  
|10. | SERVICE LEVEL DETAILSMIDRANGE AND SERVERS           |  |                                                                                                    
|    | 10.1                                                 |  | Midrange Availability (servers within the "Midrange" baseline count)                                |  |  
|    | 10.2                                                 |  | Server Availability                                                                                 |  |  
|11. | SERVICE LEVEL DETAILSHELP DESK                      |  |                                                                                                    
|    | 11.1                                                 |  | Help Desk Speed to Answer                                                                           |  |  
|12. | SERVICE LEVEL DETAILSDESKTOP AND PROBLEM MANAGEMENT |  |                                                                                                    
|    | 12.1                                                 |  | Severity 1 and 2 Problems Bypassed                                                                  |  |  
|    | 12.2                                                 |  | Desktop Workstation Service Levels                                                                  |  |  
|    | 12.3                                                 |  | LAN and Network Service Levels                                                                      |  |  

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately
with the Commission.

1

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|     |  |  |  |  |  | Monday |  | Tuesday-Friday |  | Saturday |  | Sunday
|---- |  |  |  |  |  | ------ |  | -------------- |  | -------- |  | ------
|
|
|    
|[**] |  |  |  |  |  |        |  |                |  |          |  |       
|     |  |  |  |  |  |        |  |                |  |          |  |       

[**] The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed
separately with the Commission.

Schedule
B Attachment SLA2

2

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Schedule B-2    Service Levels    to    Agreement for Outsourcing Services

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Schedule B    Service Levels

|TO |                         |  |                                                                                                     |  | 1
|-- | ----------------------- |  | --------------------------------------------------------------------------------------------------- |  | -
|1. | GENERAL PROVISIONS      |  |                                                                                                    
|   | 1.1                     |  | General                                                                                             |  |  
|   | 1.2                     |  | Definitions                                                                                         |  |  
|   | 1.3                     |  | Attachments                                                                                         |  |  
|   | 1.4                     |  | Performance of the ServicesStaged approach                                                         |  |  
|   | 1.5                     |  | Assessment Services                                                                                 |  |  
|   | 1.6                     |  | Commencement of Obligations                                                                         |  |  
|   | 1.7                     |  | Measuring and Monitoring Tools                                                                      |  |  
|2. | CRITICAL SERVICE LEVELS |  |                                                                                                    
|3. | KEY MEASUREMENTS        |  |                                                                                                    
|4. | REPORTING               |  |                                                                                                    
|5. | SERVICE LEVEL CREDITS   |  |                                                                                                    
|   | 5.1                     |  | Overview                                                                                            |  |  
|   | 5.2                     |  | Corrective Action                                                                                   |  |  
|   | 5.3                     |  | Calculation                                                                                         |  |  
|   | 5.4                     |  | Multiple Required Service Level Defaults, the At Risk Amount, Notification, Reporting and Invoicing |  |  
|   | 5.5                     |  | Sample Calculation                                                                                  |  |  
|   | 5.6                     |  | Additions and Deletions of Key Measurements                                                         |  |  
|   | 5.7                     |  | Additions, Modifications and Deletions of Critical Service Levels                                   |  |  
|6. | PERFORMANCE INCENTIVE   |  |                                                                                                    
|   | 6.1                     |  | Sample Calculation                                                                                  |  |  
|7. | SERVICE LEVEL REPORTING |  |                                                                                                    
|   | 7.1                     |  | Skill-Day Equivalent (SDEs)Critical Service Level                                                  |  |  
|   | 7.2                     |  | Full-Time Equivalent (FTEs)Critical Service Level                                                  |  |  
|   | 7.3                     |  | Responsiveness to Reported ProblemsCritical Service Level                                          |  |  
|   | 7.4                     |  | Billing TimelinessCritical Service Level                                                           |  |  
|   | 7.5                     |  | Billing AccuracyCritical Service Level                                                             |  |  
|   | 7.6                     |  | Resolution to Reported ProblemsKey Measurement                                                     |  |  
|   | 7.7                     |  | SOW Timeliness of DeliveryKey Measurement                                                          |  |  
|   | 7.8                     |  | SOW Effort of DeliveryKey Measurement                                                              |  |  
|   | 7.9                     |  | SOW Quality of DeliveryKey Measurement                                                             |  |  
|   | 7.10                    |  | Customer SatisfactionKey Measurement                                                               |  |  
|   | 7.11                    |  | Employee RetentionKey Measurement                                                                  |  |  
|   | 7.12                    |  | Transition Plan Milestones AchievementKey Measurement                                              |  |  
|   | 8.                      |  | Phase 2 and 3 Employee Transition Plan                                                              |  |  
|9. | MISCELLANEOUS           |  |                                                                                                    
|   | 9.1                     |  | Single Incident / Multiple Defaults                                                                 |  |  
|   | 9.2                     |  | Excused Performance                                                                                 |  |  

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately
with the Commission.

1

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B-2 Attachment SLA - 1 Service Levels and Key Measurements

|Critical Service Levels |  | Expected
Service Level |  | Required
Service Level |  | Service Level
Allocation % |  | Report Supplied to SIRVA
Eff Date + Months |  | Measurement data created
Eff Date + Months |  | Responsible for Measurement
Eff Date + Months
|----------------------- |  | ---------------------- |  | ---------------------- |  | -------------------------- |  | ------------------------------------------ |  | ------------------------------------------ |  | ---------------------------------------------
|[**]                    |  |                        |  |                        |  |                            |  |                                            |  |                                            |  |                                              

[**]:    The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material
has been filed separately with the Commission.

Schedule
B-2 Attachment SLA-1

1

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B-2 Attachment SLA-2 Other Reports

Other Reports

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

Schedule
B-2 Attachment SLA-2

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B-2 Attachment SLA-3 Problem Response/Resolution

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

Schedule
B-2 Attachment SLA-3

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Schedule C-1        ACS Services Pricing        to        AGREEMENT FOR OUTSOURCING SERVICES        Between:        SIRVA,        COVANSYS        and        AFFILIATED COMPUTER SERVICES, INC.

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Schedule C-1    "ACS Services Pricing"

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

2

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Schedule C-2    COVANSYS    Charges, Measures of Utilization and Financial Responsibilities

1.0 Introduction

This Schedule C-2 outlines:



[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule C-11.2        Benchmarking        to        Information Technology  Outsourcing Agreement    Between:    SIRVA    and
Affiliated Computer Services, Inc.

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SCHEDULE C-11.2        Benchmarking Firms, Benchmarking Procedures and Methodologies

[**]

[**]:  The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the
Commission.

2

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Schedule D    KEY VENDOR CONSORTIUM POSITIONS

Summary

This schedule defines the key Vendor Consortium positions for the provision and management of contracted outsourcing services to SIRVA. The schedule is divided
into two sections:

Account Management Structure

The description of the individual roles and responsibilities provides a scope limited to the SIRVA perspective while recognizing that the individuals may have a
larger scope of internal or external duties that are not covered here (e.g. the broader scope of the VP of Outsourcing Delivery job is not covered here but only those activities that pertain to
SIRVA).

GRAPHICS

Definitions

Vendor Consortiumthe relationship of Covansys and ACS in the provision of outsourcing services to SIRVA under this Agreement. Covansys' and
ACS' responsibilities are governed by a separate agreement between Covansys and ACS.

PMOProject Management Officethe function, which provides common technology
resources, tools, methodology, and services, utilized across multiple projects. Technology resources commonly are such things as standards, documentation repository, and project management and project
accounting support.

1

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Schedule D    KEY VENDOR CONSORTIUM POSITIONS

Roles and Responsibilities

Covansys Positions



2

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Schedule D    KEY VENDOR CONSORTIUM POSITIONS

[**]

ACS Positions



[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

3

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Schedule E - 1    Affected Employees + Listed Employees

I. TERMS AND CONDITIONS GOVERNING TRANSFERRED EMPLOYEES

A.
The terms and conditions for Affected Employees and those Listed Employees who are hired by ACS or COVANSYS (collectively referred to as 'Transferred Employees'), shall be in accordance with each
respective Vendor's normal employment policies, subject to the provisions in this Schedule E.

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the
Commission.

1

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Schedule E - 2    Third Party Providers    LS, SS & MS Application Development

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the
Commission.

1

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Schedule E - 3    Listed Infrastructure Employees

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the
Commission.

1

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Schedule E - 4    Affected Employees    LS & SS Apllication Development

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the
Commission.

1

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Schedule Eb    Affected Employees and Third Party Providers    MS Application Development

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the
Commission.

1

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Schedule E-04  Skils Matrix (MS)

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately
with the Commission.

1

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Schedule E-04  Skils Matrix (LS-SS)

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately
with the Commission.

2

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SCHEDULE E-5

Approved Subcontractors

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule E-6

Other Services

Employment of Foreign Nationals

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule E-7

"Other Listed" Employee Retention

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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SCHEDULE F

Existing Third Party Service Contracts

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule G    TERMINATION / EXPIRATION ASSISTANCE

Summary

Beyond
the description in section 22.5 of the Agreement, this schedule defines the responsibilities of and processes to be performed by the Vendor Consortium in the event that the Agreement is
terminated (for any cause) and SIRVA requests assistance in transfer of the outsourcing services to another party or to an in-house service.

Definitions

Roles and Responsibilities

Implementation

Infrastructure Transition Assistance

ACS
will provide services and resources, as SIRVA may request, to assist in the transition of infrastructure services to a new infrastructure provider. All labor will be charged to SIRVA at ACS's
normal and customary rates. All other resources will be charged per the Agreement prices unless otherwise noted. Examples of assistance, resources and services to be provided include the following.

15

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Applications Transition Assistance

Covansys
will provide services and resources, as SIRVA may request, to assist in the transition of application development and maintenance services to a new provider. All labor will be charged to
SIRVA at Covansys' contracted rates. Examples of assistance and services to be provided include the following.

16

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SCHEDULE H-1

EQUIPMENT

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule H-2

ACS
will assume financial responsibility for the hardware maintenance and support of all Sirva existing, in place, IT related hardware as of the "Effective Date" with specific exclusions as detailed
below. The in place hardware includes all IT related hardware within the Fort Wayne and Naperville facilities as well as the Sirva remote network sites. The hardware listings contained in this
spreadsheet represent a substantial portion of the hardware that is considered in scope of this agreement. The listings are not however meant to be all inclusiveexact numbers,
configurations etc will be determined during the baseline evaluation periods for each tower.

Sirva
will retain financial responsibility for all desktop related computing equipment (e.g. PCs), desktop and network attached printers, and PDAs.

[**]

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Schedule I

TO AGREEMENT FOR OUTSOURCING SERVICES

The
following Schedule contains an itemized list of Third Party Software which will be utilized by ACS in providing the ACS Services to SIRVA. [**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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SCHEDULE I    LOGISTICS SOLUTIONS APPLICATIONS SOFTWARE

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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SCHEDULE I    SHARED SERVICES APPLICATIONS SOFTWARE

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

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SCHEDULE I    MOVING SERVICES APPLICATIONS SOFTWARE

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule J    FACILITIES MANAGEMENT

Summary

This schedule defines the SIRVA facility management functions and procedures to be followed by ACS and Covansys employees who are assigned to work at SIRVA sites.
Functions include building security, environmental controls, utilities management, space management, property and structure management and maintenance, housekeeping, fire protection, shipping and
receiving, office equipment and fixtures, desktop computer equipment, and office support services.

Second,
this schedule defines the SIRVA and SIRVA-affiliated locations that are to be serviced by Covansys and ACS under the agreement.

Definitions

Office Area:All areas within the SIRVA facilities that are not used specifically for housing computer equipment.

Data Center:for purposes of this Schedule J, the area within the facility used for securing and maintaining computer equipment.

Mechanical Room:The area within the facility that houses the emergency power backup generator, batteries, and switching mechanism.

Network Closet:The closets within all of the SIRVA sites used to house the data and voice network infrastructure.

Server Rooms:The areas within all of the SIRVA sites used to house network equipment and LAN servers.

Building Security:Management of access to facilities and areas within facilities including security personnel, key locks, electronic
locking systems, and identification badges.

Office Equipment:Telephones, fax machines, photocopiers and network-attached printers. Note that wireless devices (e.g. mobile telephones
and pagers) and PDA-genre equipment are excluded from this provision.

Office Furniture and Fixtures:Work surfaces, storage drawers, shelving, file storage cabinets, movable partitions, related lighting
fixtures (all of the foregoing generally in a modular format), and chairs.

Office Supplies:Includes normal consumable items such as paper, pens, pencils, paperclips, staples, printer cartridges; and normal
non-consumable items such as binders, staplers, rulers, scissors, paper punches, etc.

Desktop Computer Equipment:Desktop personal computers, related software, and printers and other peripheral equipment directly attached to
the desktop computers.

Baseline Employeesthe employees performing the services provided by existing SIRVA IT staff at the time of their employment transition to
Covansys or ACS.

Transition Employeesthe employees of Covansys and ACS who are not expected to be permanently resident at SIRVA's Fort Wayne and Chicago
area facilities.

1

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Roles and Responsibilities



Implementation

Building Security



Environmental Controls:



Fire Protection



2

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Utilities:



Space Management:



Property and Structure Management and Maintenance:



Housekeeping:



Shipping and Receiving:



Office Facilities & Equipment for Baseline Employees



3

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Office Facilities & Equipment for Transition Employees



Office Support Services



Equipment Replacement/Repair Responsibility



[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

4

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Schedule K-1    Current Projects by Tower

1.0 Current Projects by Tower

This
schedule identifies the current projects, either in process, or identified as future projects, by tower. K-2 identifies the current, active projects. K-3 identifies the anticipated projects. The
projects are generally categorized into the three distinct groups, Moving Services, Logistics Solutions and Shared Services.

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule K-2    Moving Services

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule K-3    Moving Services

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule L    Transition Plan

1.0 Introduction

This
Transition Plan is the document that identifies the major Milestones of the transition activities. Transition identifies those activities that are required to perform an orderly transfer of
duties and responsibilities from SIRVA to the Vendor Consortium. It also identifies other processes that need to be either installed or modified in order for the Vendor Consortium to perform to
required performance levels for SIRVA. The Transition Plan is intended to be a living document for Phase 1. SIRVA, Covansys, and ACS will review and update the plan over time. This plan is intended to
identify only significant Milestones and is not meant to be used for the management of any project. Detailed project plans will be created for each activity of significant size and complexity.

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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TRANSITION  PROJECT PLAN  Attachment L-1

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately
with the Commission.

1

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Schedule M    LISTED SIRVA COMPETITORS

[**]

[**]:
The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule N    POINTS FOR INITIAL TECHNOLOGY PLAN

1.0  Summary

This
schedule lists conceptualized projects that should be in SIRVA's Technology Plan for the first cycle of the plan's development following the Effective Date.

[**]
[**]: The Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission.

1

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Schedule O    PRODUCTIVITY & MANAGEMENT TOOLS

1.0    Summary

This
schedule defines the Productivity and Management Tools (Tools) in place at the Effective Date which will be employed at the commencement of this Agreement. Since the business merger bringing the
Chicago and Fort Wayne area IT organizations together, one of the incomplete tasks is the merger of such Tools. Distinctive, well-entrenched Tools for various IT environments exist for
both locations. At the commencement of the outsourcing agreement it will be necessary to continue the distinctive processes at their respective venues.

The
Parties intend that Covansys and ACS will significantly enhance delivery of services through the life of the agreement by introducing best practice Tools into the SIRVA IT environment with the
encouragement of and participation by SIRVA's IT management.

This
section further defines the financial responsibilities of the Parties with respect to the implementation of such Tools.

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the
Commission.

1

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Schedule P: Insurance Coverages

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the
Commission.

1

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Schedule Q    SIRVA's BUSINESS CONTINUITY PLAN

Summary

Whereas SIRVA does have anIT Disaster Recovery Plan,that plan does not cover the broader scope of an overall Business Continuity Plan(BCP). The BCP creation process requires a concerted effort by all operating units and supporting functional groups of the
business. In essence, it requires a large-scale effort that is beyond the scope of the company(I)s IT function solely to develop. SIRVA(I)s IT Disaster Recovery Plan is the first element of SIRVA(I)s
BCP. SIRVA intends to develop a BCP over a period of time.

[**]

[**]:    The
Confidential Portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the
Commission.

1

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Schedule R

To
address efficiently and definitively those controversies or disputes arising under the Agreement ("disputes") subject to arbitration under Section 21.2(a) or otherwise under the Agreement,
the parties provide for retaining an arbitrator as follows:

(i)Selection of Arbitrator. Within ten days of the Effective Date, the Parties shall request that the CPR Institute for Dispute Resolution
("CPR"), www.cpradr.org, furnish a list of five possible arbitrators from the CPR Panels of Distinguished Neutrals. Each such candidate shall have substantial experience in the area of information
technology within the moving services, logistics or relocation industries. CPR will provide the resumes and hourly rates of the potential arbitrators to each Party. Before proposing any arbitrator
candidate, CPR will require the candidate to disclose any circumstances known to him or her that would cause reasonable doubt regarding the candidate's impartiality. Each Party shall have fifteen days
to reject two of the proposed arbitrators. If only one individual has not been so rejected, he or she shall serve as the designated retained arbitrator; if two or more individuals have not been so
rejected, CPR shall select the arbitrator from those individuals.

(ii)Time of the Essence. Because the Parties want to resolve disputes immediately, the designated arbitrator will keep abreast of the most
current iterations of the Agreement, including Schedules and SOWs, and be available on reasonable notice.

(iii)Replacement of Arbitrator. Should the designated arbitrator refuse or be unable to proceed with an arbitration proceeding, such
arbitrator shall be replaced by an arbitrator selected from the other four arbitrators originally proposed by CPR and not rejected by the Parties, if any, or if there are no remaining proposed
arbitrators who have not been rejected, by repeating the process of selection described in paragraph (i) above. The alternative arbitrator so selected will then become the designated retained
arbitrator under this Schedule. If an arbitrator is replaced pursuant to this paragraph before rendering adecision in a pending arbitration proceeding, then a rehearing shall take place before the
replacement arbitrator.

(iv)Compensation. The arbitrator's compensationincluding a fee for being availablewill be determined before
appointment. Such compensation, and any other joint costs of the arbitration processes not particular to a Party, e.g., renting hearing space and the arbitrator's travel, will be shared equally by the
parties. The parties and the arbitrator will enter into a retention agreement, which will substantially incorporate the terms of Section 21.2(a) of the Agreement and this Schedule.

(v)Mediation. Where agreed upon by the Parties, the Parties may request the designated arbitrator to conduct non-binding
mediation of disputes not otherwise subject to arbitration under the Agreement.

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