Exhibit 10.12


EXECUTION COPY


This TRANSACTION FEE AGREEMENT, dated as of July 24,
2007  (this “Agreement”), is
entered into by and among ServiceMaster Global Holdings, Inc., a Delaware
corporation (the “Company”), The ServiceMaster Company, a Delaware corporation
(“ServiceMaster”), Clayton, Dubilier & Rice, Inc, a Delaware
corporation (“CD&R”), Banc of America Capital Investors V, L.P. (“BofA”),
Citigroup Alternative Investments LLC (“Citi”) and J.P. Morgan Ventures
Corporation (“JPM”).


W  I  T  N  E
S  S  E  T  H:


WHEREAS, CD&R, BofA, Citi and JPM (the “Equity
Sponsors”) or their respective affiliates have organized the Company in
connection with the acquisition of all of the outstanding shares of capital
stock of ServiceMaster (the “Merger”), pursuant to, and on the terms and
subject to the conditions set forth in, a certain Agreement and Plan of Merger,
dated as of March 18, 2007 (as the same may be amended from time to time, the “Merger
Agreement”), by and among the
Company,  CDRSVM Acquisition
Co., Inc., a Delaware corporation, and ServiceMaster.


WHEREAS, in connection with the Merger, the Equity
Sponsors or their respective Affiliates (“Committing Investors”) have
entered into Commitment Letters, dated as of March 18, 2007, with the Company
and each other Equity Sponsor (as amended or supplemented from time to time,
each, a “Commitment Letter”), pursuant to which each such Committing
Investor has agreed, subject to the conditions set forth therein, to (or to
cause its permitted assignees to) purchase shares of common stock, par value
$0.01 per share, of the Company for an aggregate purchase price equal to its
Commitment (as defined in the Commitment Letter);


WHEREAS, concurrently with the execution and delivery
of this Agreement, certain Committing Investors, the Company and certain other
stockholders of the Company are entering into a Stockholders Agreement, dated
as of the date hereof (as the same may be amended from time to time, the “Stockholders
Agreement”);


WHEREAS, concurrently with the execution and delivery
of this Agreement, each Equity Sponsor, the Company, ServiceMaster and certain
other parties are entering into an Indemnification Agreement, dated as of the
date hereof (as the same may be amended from time to time, each, an “Indemnification
Agreement”); and


WHEREAS, the Equity Sponsors have performed financial,
investment banking, management advisory and other services for the Company in
connection with the Merger, including without limitation assistance in
connection with (a) the preparation, negotiation, execution and delivery
of the Merger Agreement, (b) the retention of legal, accounting,
insurance, investment banking, financial and other advisors and consultants in
connection with the Merger, (c) the preparation, negotiation, execution
and delivery of equity commitment letters, fee and engagement letters,
subscription agreements, registration rights agreements and agreements,
instruments and documents relating to the financing of the Merger and the
Company, (d) the preparation and circulation of 













information and offering memoranda and other materials
in connection with the financing of the Merger and (e) the structuring,
implementation and consummation of the Merger (such services collectively, the “Initial
Services”);


NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


1.            Engagement.  The Company hereby confirms that each Equity
Sponsor has performed the Initial Services as a consultant to the Company.


2.            Compensation for
Initial Services, etc.


(a)          As compensation for the Initial
Services, immediately following the later of the date of this Agreement and the
date of the consummation of the Merger,  the
Company shall, or shall cause one or more of its subsidiaries (together with
the Company, the “Company Group”) to, on behalf of the members of the
Company Group, pay each Equity Sponsor its pro
rata portion (in accordance with the commitment amounts set forth in
the respective Commitment Letters of the Committing Investors that are
Affiliates of such Equity Sponsor) of an aggregate Initial Services Fee of
$55,000,000.  Pursuant to Section 1.5 of the Stockholders
Agreement, at or promptly following the consummation of the Merger, the Company
shall pay, or reimburse each Committing Investor for, all Acquisition Costs and
Expenses (as defined therein) incurred by such Committing Investor and its
Affiliates (without duplication) in connection with the performance of the
Initial Services.  For purposes of this
Agreement, “Affiliate” shall mean, with respect to any person or entity,
any other person or entity directly or indirectly controlling, controlled by or
under common control with, such person or entity.


(b)          ServiceMaster and the Company (on
behalf of the members of the Company Group) hereby agree that the obligations
of the Company under Section 2 shall be borne jointly and severally by each
member of the Company Group.


3.            Independent
Contractor Status.  The parties
acknowledge and agree that each Equity Sponsor has performed the Initial
Services as an independent contractor, retaining control over and
responsibility for its own operations and personnel and those of its controlled
Affiliates.  None of the Equity Sponsors
and their respective Affiliates and their respective employees and agents
shall, solely by virtue of this Agreement or the arrangements hereunder, be
considered employees or agents of any member of the Company Group.  Any duties of the Equity Sponsors arising out
of their engagement to perform services hereunder shall be owed solely to the
members of the Company Group.


4.            Limitation on Liability.  Except in cases of gross negligence or
willful misconduct, none of the Equity Sponsors, their respective Affiliates or
any of their respective employees, officers, directors, partners, consultants,
members, stockholders shall have any liability of any kind whatsoever to any
member of the Company Group for 



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any damages, losses or
expenses (including, without limitation, special, punitive, incidental or
consequential damages and interest, penalties and fees and disbursements of
attorneys, accountants, investment bankers and other professional advisors)
with respect to the provision of the Initial Services.


5.            Entire Agreement; No
Representations or Warranties.  This
Agreement, the Stockholders Agreement and the Indemnification Agreement (a)
contain the complete and entire understanding and agreement between the Equity
Sponsors and the Company with respect to the subject matter hereof and (b)
supersede all prior and contemporaneous understandings, conditions and
agreements, whether written or oral, express or implied, in respect of the
subject matter hereof.  The Company
acknowledges and agrees that none of the Equity Sponsors makes any
representations or warranties in connection with this Agreement or its
provision of the Initial Services.  The
Company agrees that any acknowledgment or agreement made by the Company in this
Agreement is made on behalf of the Company and the other members of the Company
Group.


6.            Counterparts; Amendments and
Waivers.  This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and which together shall constitute one agreement.  This Agreement may not be amended, restated,
supplemented or otherwise modified, and no provision of this Agreement may be
waived, other than in a writing duly executed by the parties hereto.


7.            Binding Effect; Assignment.  This Agreement shall be binding upon and inure
to the benefit of the parties to this Agreement and their respective successors
and assigns; provided that (i) neither this Agreement nor any
right, interest or obligation hereunder may be assigned by either party,
whether by operation of law or otherwise, without the express written consent
of the other party hereto and (ii) any assignment by any Equity Sponsor
of its rights under this Agreement to any entity directly or indirectly
controlling, controlled by or under common control with such Equity Sponsor
shall be expressly permitted hereunder and shall not require the prior written
consent of the other parties hereto. 
This Agreement is not intended to confer any right or remedy hereunder
upon any person or entity other than the parties to this Agreement and their
respective successors and assigns.


8.            Governing Law; Jurisdiction;
Waiver of Jury Trial.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE
EXTENT THAT SUCH PRINCIPLES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION.  Each of the parties hereto irrevocably and
unconditionally (a) agrees that any legal suit, action or
proceeding brought by any party hereto arising out of or based upon this
Agreement or the transactions contemplated hereby may be brought in any court
of the State of New York or Federal District Court for the Southern District of
New York located in the City, County and State of New York



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(each,
a “New York Court”), (b) waives, to the fullest extent that
it may effectively do so, any objection that it may now or hereafter have to
the laying of venue of any such proceeding brought in a New York Court, and any
claim that any such action or proceeding brought in a New York Court has been
brought in an inconvenient forum, (c) submits to the non-exclusive
jurisdiction of any New York Court in any suit, action or proceeding and (d)
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT.  With respect to clause (d) of the immediately
preceding sentence, each of the parties hereto acknowledges and
certifies that (i) no representative, agent or attorney of any other
party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce the waiver contained therein, (ii)
it understands and has considered the implications of such waiver, (iii)
it makes such waiver voluntarily and (iv) it has been induced to enter
into this Agreement by, among other things, the mutual waivers and
certifications contained in this Section 8.


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IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first above written.


	
  

  	
   

  	
  CLAYTON, DUBILIER & RICE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Theresa A.
  Gore

  
	
   

  	
   

  	
   

  	
  Name: Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Title: Vice President, Treasurer, and 

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANC OF AMERICA CAPITAL

  
	
   

  	
   

  	
  INVESTORS V, L.P.

  
	
   

  	
   

  	
  By: Banc of America Capital

  
	
   

  	
   

  	
  Management V, L.P., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: BACM I GP, LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Travis
  Hain

  
	
   

  	
   

  	
   

  	
  Name: J Travis Hain

  
	
   

  	
   

  	
   

  	
  Title: Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITIGROUP ALTERNATIVE 

  
	
   

  	
   

  	
  INVESTMENTS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Darren
  Friedman

  
	
   

  	
   

  	
   

  	
  Name: Darren Friedman

  
	
   

  	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.P. MORGAN VENTURES 

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lisa
  Fitzgerald

  
	
   

  	
   

  	
   

  	
  Name: Lisa Fitzgerald

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  














 


	
  

  	
   

  	
  SERVICEMASTER GLOBAL

  
	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Theresa A.
  Gore

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eric
  Zarnikow

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Eric Zarnikow

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President & 

  
	
   

  	
   

  	
   

  	
   

  	
  Treasurer