Exhibit 10.14(a)


EXECUTION COPY


This INDEMNIFICATION AGREEMENT, dated as of July 24,
2007 (the “Agreement”), is among ServiceMaster Global Holdings, Inc., a
Delaware corporation (the “Company”), The ServiceMaster Company, a
Delaware corporation (together with the Company, the “Company Entities”),
Clayton, Dubilier & Rice Fund VII, L.P., a Cayman Island exempted limited
partnership, (the “Investor”), Clayton, Dubilier & Rice Fund VII
(Co-Investment), L.P.; CD&R Parallel Fund VII, L.P.; and CD&R SVM Co-Investor,
L.P., each a Cayman Island exempted limited partnership, (collectively, the “Other
Investors”) and Clayton, Dubilier & Rice, Inc. a Delaware corporation (“Manager”).  Capitalized terms used herein without
definition have the meanings set forth in Section 1 of this Agreement.


RECITALS


A.            The Investor is managed by Manager, and the general
partner  of the Investor is CD&R Associates
VII, Ltd., a Cayman Islands exempted company (the “GP of the Fund”) and
the special limited partner of the Fund is CD&R Associates VII, L.P.,  a  Cayman Island
exempted limited partnership (together with the GP of the Fund, any general
partner of the Other Investors and any other investment vehicle that is a
direct or indirect stockholder in the Company managed by Manager or its
Affiliates, “Manager Associates”).


B.            The Company is an acquisition vehicle formed by Manager
that has executed an Agreement and Plan of Merger, dated March 18, 2007 (as the
same may be amended from time to time in accordance with its terms and the Stockholders
Agreement, the “Merger Agreement”), to acquire via merger, on the terms
and subject to the conditions set forth in the Merger Agreement, all of the
capital stock of The ServiceMaster Company, a Delaware corporation (such
acquisition, the “Merger”).


C.            The Company and certain of its stockholders have entered
into a Stockholders Agreement (as the same may be amended from time to time in
accordance with the terms thereof, the “Stockholders Agreement”), dated
as of the date hereof, setting forth certain agreements with respect to, among
other things, the management of the Company and transfers of its shares in
various circumstances.


D.            In connection with the Merger, each Committing Investor
(as defined in the Stockholders Agreement) entered into a Commitment Letter (as
defined in the Stockholders Agreement), pursuant to which such Committing
Investor has agreed, subject to the conditions set forth therein, to purchase
stock of the Company for an aggregate purchase price equal to its Commitment
(as defined in the Commitment Letter).


E.             Concurrently with the execution and delivery of this
Agreement, the Company and certain other parties have entered into a
Transaction Fee Agreement with 













the Investor (or one of its Affiliates), dated as of
the date hereof (as the same may be amended from time to time in accordance
with its terms and the Stockholders Agreement, the “Transaction Fee
Agreement”).


F.             Concurrently with the execution and delivery of this
Agreement, the Company has entered into a Consulting Agreement with Manager (or
its Affiliates), dated as of the date hereof (as the same may be amended from
time to time in accordance with its terms and the Stockholders Agreement, the “Consulting
Agreement”).


G.            In order to finance the Merger and related transactions,
the Company is selling shares of its common stock, par value US$0.01 per share
(“Shares”), to the Committing Investors, including the Investor, and to
certain co-investors and such other stockholders of the Company as are listed
in the signature pages of the Stockholders Agreement or as otherwise become
stockholders of the Company prior to the Merger pursuant to the terms thereof
(the “Equity Offering”).


H.            In order to finance the Merger, the Company and/or one or
more of its wholly-owned Subsidiaries intend to enter into the Debt Financing
(as defined in the Merger Agreement).


I.              Investor (or its Affiliates)  has
performed the Initial Services (as defined in the Transaction Fee Agreement)
for the Company.


J.             The Company or one or more of its Subsidiaries from time
to time in the future may (i) offer and sell or cause to be offered and
sold equity or debt securities (such offerings, collectively, the “Subsequent
Offerings”), including without limitation (a) offerings of
shares of capital stock of the Company or any of its Subsidiaries, and/or
options to purchase such shares to employees, directors, managers, dealers,
franchisees and consultants of and to the Company or any of its Subsidiaries
(any such offering, a “Management Offering”), and (b) one or more
offerings of debt securities for the purpose of refinancing any indebtedness of
the Company or any of its Subsidiaries or for other corporate purposes, and (ii)
repurchase, redeem or otherwise acquire certain securities of the Company or
any of its Subsidiaries or engage in recapitalization or structural
reorganization transactions relating thereto (any such repurchase, redemption,
acquisition, recapitalization or reorganization, a “Redemption”), in
each case subject to the terms and conditions of the Stockholders Agreement and
any other applicable agreement.


K.            The parties hereto recognize the possibility that claims
might be made against and liabilities incurred by Manager, the Investor, the
Other Investors, Manager Associates, or related Persons or Affiliates under
applicable securities laws or otherwise in connection with the Transactions
(including the Initial Services) or the Securities Offerings, or relating to
other actions or omissions of or by members of the Company 



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Group, or relating to the provision of financial
advisory, investment banking, monitoring and management consulting services
(the “Transaction Services”) to the Company Group by Manager or
Affiliates thereof, and the parties hereto accordingly wish to provide for
Manager, the Investor and Manager Associates and related Persons and Affiliates
to be indemnified in respect of any such claims and liabilities.


L.             The parties hereto recognize that claims might be made
against and liabilities incurred by directors and officers of any member of the
Company Group in connection with their acting in such capacity, and accordingly
wish to provide for such directors and officers to be indemnified to the
fullest extent permitted by law in respect of any such claims and liabilities.


NOW, THEREFORE, in consideration of the foregoing
premises, and the mutual agreements and covenants and provisions herein set
forth, the parties hereto hereby agree as follows:


1.             Definitions.


(a)           “Affiliate”
means, with respect to any Person, (i) any other Person directly or
indirectly Controlling, Controlled by or under common Control with, such
Person, (ii) any Person directly or indirectly owning or
Controlling 10% or more of any class of outstanding voting securities of such
Person or (iii) any officer, director, general partner, special limited
partner or trustee of any such Person described in clause (i) or (ii).  “Control” of any Person shall consist
of the power to direct the management and policies of such Person (whether
through the ownership of voting securities, by contract, as trustee or
executor, or otherwise).


(b)           “Change in
Control” means the first to occur of the following events after the closing
date of the Merger:


(i)  the acquisition by any Person or “group” (as
defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of
50% or more of the combined voting power of the Company’s then outstanding
voting securities, other than any such acquisition by any member of the Company
Group, any Committing Investors or their Affiliate Co-Investors (as defined in
the Stockholders Agreement), any employee benefit plan of the Company or any of
its Subsidiaries, or any Affiliates of any of the foregoing;


(ii)  the merger, consolidation or other similar
transaction involving the Company, as a result of which Persons who were
stockholders of the Company immediately prior to such merger, consolidation, or
other similar transaction do not, immediately 



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thereafter, own, directly
or indirectly, more than 50% of the combined voting power entitled to vote generally
in the election of directors of the merged or consolidated company;


(iii)  within any 24-month period, the persons who
were directors of the Company at the beginning of such period (the “Incumbent
Directors”) shall cease to constitute at least a majority of the votes of
the total authorized membership of the board of directors of the Company, provided
that any director elected or nominated for election to the board of directors
of the Company by a majority vote of the Incumbent Directors then still in
office shall be deemed to be an Incumbent Director for purposes of this clause
(iii); or


(iv)  the sale, transfer or other disposition of
all or substantially all of the assets of the Company to one or more Persons
that are not, immediately prior to such sale, transfer or other disposition,
Affiliates of the Company.


Notwithstanding the foregoing, a Public Offering shall
not constitute a Change in Control.


(c)           “Claim”
means, with respect to any Indemnitee, any claim by or against such Indemnitee
involving any Obligation with respect to which such Indemnitee may be entitled
to be indemnified by any member of the Company Group under this Agreement.


(d)           “Commission”
means the United States Securities and Exchange Commission or any successor
entity thereto.


(e)           “Company Group”
means the Company and any of its Subsidiaries.


(f)            “Determination”
means a determination that either (i) there is a reasonable basis for
the conclusion that indemnification of an Indemnitee is proper in the
circumstances because such Indemnitee met a particular standard of conduct (a “Favorable
Determination”) or (ii) solely in the case of an Indemnitee making a
Claim in such Indemnitee’s capacity as director or officer of the Company
Group, there is no reasonable basis for the conclusion that indemnification of
an Indemnitee is proper in the circumstances because such Indemnitee met a
particular standard of conduct (an “Adverse Determination”).  Except as required by law, no Adverse
Determination shall be made in the case of any Indemnitee that is not a
director or officer of the Company or in connection with any Indemnitee Claim
not made in its capacity as a director or officer of the Company Group.  An Adverse Determination shall include the
decision that a 



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Determination
was required in connection with indemnification and the decision as to the
applicable standard of conduct.


(g)           “Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


(h)           “Expenses”
means all attorneys’ fees and expenses, retainers, court, arbitration and
mediation costs, transcript costs, fees of experts, bonds, witness fees, costs
of collecting and producing documents, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, appealing or otherwise participating
in a Proceeding.


(i)            “Indemnitee”
means each of Manager, the Investor, the Other Investors, Manager Associates,
their respective Affiliates, their respective successors and assigns, and the
respective directors, officers, partners, members, employees, agents, advisors,
consultants, representatives and controlling persons (within the meaning of the
Securities Act) of each of them, or of their partners, members and controlling
persons, and each other person who is or becomes a director or an officer of
any member of the Company Group, in each case irrespective of the capacity in
which such person acts.


(j)            “Independent
Legal Counsel” means an attorney or firm of attorneys competent to render
an opinion under the applicable law, selected in accordance with the provisions
of Section 4(e), who has not otherwise performed any services for any
member of the Company Group or for any Indemnitee within the last three years
(other than with respect to matters concerning the rights of an Indemnitee under
this Agreement or other indemnitees under indemnity agreements similar to this
Agreement).


(k)           “Obligations”
means, collectively, any and all claims, obligations, liabilities, causes of
actions, Proceedings, investigations, judgments, decrees, losses, damages
(including punitive and exemplary damages), fees, fines, penalties, amounts
paid in settlement, costs and Expenses (including without limitation interest,
assessments and other charges in connection therewith and disbursements of
attorneys, accountants, investment bankers and other professional advisors), in
each case whether incurred, arising or existing with respect to third parties
or otherwise at any time or from time to time.


(l)            “Person”
means an individual, corporation, limited liability company, limited or general
partnership, trust or other entity, including a governmental or political
subdivision or an agency or instrumentality thereof.



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(m)          “Proceeding”
means a threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including without limitation
a claim, demand, discovery request, formal or informal investigation, inquiry,
administrative hearing, arbitration or other form of alternative dispute
resolution, including an appeal from any of the foregoing.


(n)           “Public Offering”
means the first day as of which (i) sales of Shares are made to the
public in the United States pursuant to an underwritten public offering led by
one or more underwriters at least one of which is an underwriter of nationally
recognized standing or (ii) the board of directors of the Company has
determined that Shares otherwise have become publicly-traded for this purpose.


(o)           “Related Document”
means any agreement, certificate, instrument or other document to which any
member of the Company Group may be a party or by which it or any of its
properties or assets may be bound or affected from time to time relating in any
way to the Transactions or any Securities Offering or any of the transactions
contemplated thereby, including without limitation, in each case as the same
may be amended from time to time, (i) any registration statement
filed by or on behalf of any member of the Company Group with the Commission in
connection with the Transactions or any Securities Offering, including all
exhibits, financial statements and schedules appended thereto, and any
submissions to the Commission in connection therewith, (ii) any
prospectus, preliminary, free-writing or otherwise, included in such
registration statements or otherwise filed by or on behalf of any member of the
Company Group in connection with the Transactions or any Securities Offering or
used to offer or confirm sales of their respective securities in any Securities
Offering, (iii) any private placement or offering memorandum or
circular, information statement or other information or materials distributed
by or on behalf of any member of the Company Group or any placement agent or
underwriter in connection with the Transactions or any Securities Offering, (iv) any
federal, state or foreign securities law or other governmental or regulatory
filings or applications made in connection with any Securities Offering, the
Transactions or any of the transactions contemplated thereby, (v) any
dealer-manager, underwriting, subscription, purchase, stockholders, option or
registration rights agreement or plan entered into or adopted by any member of
the Company Group in connection with any Securities Offering, (vi) any
purchase, repurchase, redemption, recapitalization or reorganization or other
agreement entered into by any member of the Company Group in connection with
any Redemption, or (vii) any quarterly, annual or current reports
or other filing filed, furnished or supplementally provided by any member of
the Company Group with or to the Commission or any securities exchange,
including all exhibits, financial statements and schedules appended thereto,
and any submission to the Commission or any securities exchange in connection
therewith.


(p)           “Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.



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(q)           “Securities
Offerings” means the Equity Offering, the Notes Offering, any Management
Offering, any Redemption and any Subsequent Offering.


(r)            “Subsidiary”
means each corporation or other Person in which a Person owns or Controls,
directly or indirectly, capital stock or other equity interests representing
more than 50% of the outstanding voting stock or other equity interests.


(s)           “Transactions”
means the Merger, the Equity Offering, the Debt Financing and transactions for
which Transaction Services  are
provided.


2.             Indemnification.


(a)           Each of the Company
Entities (each an “Indemnifying Party” and collectively the “Indemnifying
Parties”), jointly and severally, agrees to indemnify, defend and hold
harmless each Indemnitee:


(i)            from and against any and all
Obligations, whether incurred with respect to third parties or otherwise, in
any way resulting from, arising out of or in connection with, based upon or
relating to (A) the Securities Act, the Exchange Act or any other
applicable securities or other laws, in connection with any Securities
Offering, the Debt Financing, any other Transactions, any Related Document or
any of the transactions contemplated thereby, (B) any other action
or failure to act of any member of the Company Group or any of their
predecessors, whether such action or failure has occurred or is yet to occur,
or (C) the performance by the Investor (or its Affiliates) of the
Initial Services pursuant to the Transaction Fee Agreement or (D) 
the performance by Manager of Transaction Services for any member of the
Company Group (whether performed prior to the date hereof, hereafter, pursuant
to the Consulting Agreement or otherwise); and


(ii)           to the fullest extent permitted by
the law specified herein as governing this agreement, by the law of the place
of incorporation of an Indemnifying Party, or by any other applicable law in
effect as of the date hereof or as amended to increase the scope of permitted
indemnification, whichever is greater (except, with respect to any Indemnifying
Party, to the extent that such indemnification may be prohibited by the law of
the place of incorporation of such Indemnifying Party), from and against any
and all Obligations whether incurred with respect to third parties or
otherwise, in any way resulting from, arising out of or in connection with,
based upon or relating to (A) the fact that such Indemnitee is or
was a director or an officer of any member of the Company Group or is or was
serving at the request of such corporation as a director, officer, member,
employee or agent of or advisor or consultant to another corporation,
partnership, joint venture, trust or other enterprise, (B) any
breach or alleged 



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breach by such Indemnitee of his or her
fiduciary duty as a director or an officer of any member of the Company Group
or (C) any payment by any of the Investor, an Other Investor or a
Manager Associate in connection with any of the foregoing in this Section
2(a)(ii);


in each case including but not limited to any and all
fees, costs and Expenses (including without limitation fees and disbursements
of attorneys and other professional advisers) incurred by or on behalf of any
Indemnitee in asserting, exercising or enforcing any of its rights, powers,
privileges or remedies in respect of this Agreement,  or
the  Transaction Fee Agreement or its or
its Affiliate’s Consulting Agreement.


(b)           Without in any way
limiting the foregoing Section 2(a), each of the Indemnifying Parties agrees, jointly
and severally, to indemnify, defend and hold harmless each Indemnitee from and
against any and all Obligations resulting from, arising out of or in connection
with, based upon or relating to liabilities under the Securities Act, the
Exchange Act or any other applicable securities or other laws, rules or
regulations in connection with (i) the inaccuracy or breach of or
default under any representation, warranty, covenant or agreement in any
Related Document, (ii) any untrue statement or alleged untrue
statement of a material fact contained in any Related Document or (iii) any
omission or alleged omission to state in any Related Document a material fact
required to be stated therein or necessary to make the statements therein not
misleading.  Notwithstanding the
foregoing, the Indemnifying Parties shall not be obligated to indemnify such
Indemnitee from and against any such Obligation to the extent that such
Obligation arises out of or is based upon an untrue statement or omission made
in such Related Document in reliance upon and in conformity with written
information furnished to the Indemnifying Parties, as the case may be, in an
instrument duly executed by such Indemnitee and specifically stating that it is
for use in the preparation of such Related Document.


(c)           Without limiting the
foregoing, in the event that any Proceeding is initiated by an Indemnitee or
any member of the Company Group to enforce or interpret this Agreement or any
rights of such Indemnitee to indemnification or advancement of expenses (or
related Obligations of such Indemnitee) under any member of the Company Group’s
certificate of incorporation or bylaws, any other agreement to which Indemnitee
and any member of the Company Group are party, any vote of directors of any
member of the Company Group, the Delaware General Corporate Law, any other
applicable law or any liability insurance policy, the Indemnifying Parties
shall indemnify such Indemnitee against all costs and Expenses incurred by such
Indemnitee or on such Indemnitee’s behalf (including by any Manager Associates
for all costs and Expenses incurred by such Person) in connection with such
Proceeding, whether or not such Indemnitee is successful in such Proceeding,
except to the extent that the court presiding over such Proceeding determines
that material assertions made by such Indemnitee in such proceeding were in bad
faith or were frivolous.



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3.             Contribution.


(a)           If for any reason
the indemnity provided for in Section 2(a) is unavailable or is insufficient to
hold harmless any Indemnitee from any of the Obligations covered by such
indemnity, then the Indemnifying Parties, jointly and severally, shall
contribute to the amount paid or payable by such Indemnitee as a result of such
Obligation in such proportion as is appropriate to reflect (i) the
relative fault of each member of the Company Group, on the one hand, and such
Indemnitee, on the other, in connection with the state of facts giving rise to
such Obligation, (ii) if such Obligation results from, arises out
of, is based upon or relates to the Transactions or any Securities Offering,
the relative benefits received by each member of the Company Group, on the one
hand, and such Indemnitee, on the other, from such Transaction or Securities
Offering and (iii) if required by applicable law, any other relevant
equitable considerations.


(b)           If for any reason
the indemnity specifically provided for in Section 2(b) is unavailable or is
insufficient to hold harmless any Indemnitee from any of the Obligations
covered by such indemnity, then the Indemnifying Parties, jointly and
severally, shall contribute to the amount paid or payable by such Indemnitee as
a result of such Obligation in such proportion as is appropriate to reflect (i) the
relative fault of each of the members of the Company Group, on the one hand,
and such Indemnitee, on the other, in connection with the information contained
in or omitted from any Related Document, which inclusion or omission resulted
in the inaccuracy or breach of or default under any representation, warranty,
covenant or agreement therein, or which information is or is alleged to be
untrue, required to be stated therein or necessary to make the statements
therein not misleading, (ii) the relative benefits received by the
members of the Company Group, on the one hand, and such Indemnitee, on the
other, from such Transaction or Securities Offering and (iii) if
required by applicable law, any other relevant equitable considerations.


(c)           For purposes of
Section 3(a), the relative fault of each member of the Company Group, on the
one hand, and of an Indemnitee, on the other, shall be determined by reference
to, among other things, their respective relative intent, knowledge, access to
information and opportunity to correct the state of facts giving rise to such
Obligation.  For purposes of Section
3(b), the relative fault of each of the members of the Company Group, on the
one hand, and of an Indemnitee, on the other, shall be determined by reference
to, among other things, (i) whether the included or omitted
information relates to information supplied by the members of the Company
Group, on the one hand, or by such Indemnitee, on the other, (ii) their
respective relative intent, knowledge, access to information and opportunity to
correct such inaccuracy, breach, default, untrue or alleged untrue statement,
or omission or alleged omission, and (iii) applicable law.  For purposes of Section 3(a) or 3(b), the
relative benefits received by each member of the Company Group, on the one
hand, and an Indemnitee, on the other, shall be determined by weighing the
direct monetary proceeds to the Company Group, on 



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the one hand,
and such Indemnitee, on the other, from such Transaction or Securities
Offering.


(d)           The parties hereto
acknowledge and agree that it would not be just and equitable if contributions
pursuant to Section 3(a) or 3(b) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable
considerations referred to in such respective Section.  No Indemnifying Party shall be liable under
Section 3(a) or 3(b), as applicable, for contribution to the amount paid or
payable by any Indemnitee except to the extent and under such circumstances
such Indemnifying Party would have been liable to indemnify, defend and hold
harmless such Indemnitee under the corresponding Section 2(a) or 2(b), as
applicable, if such indemnity were enforceable under applicable law.  No Indemnitee shall be entitled to
contribution from any Indemnifying Party with respect to any Obligation covered
by the indemnity specifically provided for in Section 2(b) in the event that
such Indemnitee is finally determined to be guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) in connection with such Obligation and the Indemnifying Parties are not
guilty of such fraudulent misrepresentation.


4.             Indemnification Procedures.


(a)           Whenever any
Indemnitee shall have actual knowledge of the assertion of a Claim against it,
Manager (acting on its own behalf or, if requested by any such Indemnitee other
than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the
appropriate member of the Company Group in writing of the Claim (the “Notice
of Claim”) with reasonable promptness after such Indemnitee has such
knowledge relating to such Claim and has notified Manager thereof; provided
the failure or delay of Manager or such Indemnitee to give such Notice of Claim
shall not relieve any Indemnifying Party of its indemnification obligations
under this Agreement except to the extent that such omission results in a
failure of actual notice to it and it is materially injured as a result of the
failure to give such Notice of Claim. 
The Notice of Claim shall specify all material facts known to Manager (or
if given by such Indemnitee, such Indemnitee) relating to such Claim and the
monetary amount or an estimate of the monetary amount of the Obligation
involved if Manager (or if given by such Indemnitee, such Indemnitee) has
knowledge of such amount or a reasonable basis for making such an
estimate.  The Indemnifying Parties
shall, at their expense, undertake the defense of such Claim with attorneys of
their own choosing reasonably satisfactory in all respects to Manager, subject
to the right of Manager to undertake such defense as hereinafter provided.  Manager may participate in such defense with
counsel of Manager’s choosing at the expense of the Indemnifying Parties.  In the event that the Indemnifying Parties do
not undertake the defense of the Claim within a reasonable time after Manager
has given the Notice of Claim, or in the event that Manager shall in good faith
determine that the defense of any claim by the Indemnifying Parties is
inadequate or may conflict with the interest of any Indemnitee (including
without limitation, Claims brought by or on behalf 



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of any member
of the Company Group), Manager may, at the expense of the Indemnifying Parties
and after giving notice to the Indemnifying Parties of such action, undertake
the defense of the Claim and compromise or settle the Claim, all for the
account of and at the risk of the Indemnifying Parties.  In the defense of any Claim against an
Indemnitee, no Indemnifying Party shall, except with the prior written consent
of Manager, consent to entry of any judgment or enter into any settlement that
includes any injunctive or other non-monetary relief or any payment of money by
such Indemnitee, or that does not include as an unconditional term thereof the
giving by the Person or Persons asserting such Claim to such Indemnitee of an
unconditional release from all liability on any of the matters that are the
subject of such Claim and an acknowledgement that Indemnitee denies all
wrongdoing in connection with such matters. 
The Indemnifying Parties shall not be obligated to indemnify Indemnitee
against amounts paid in settlement of a Claim if such settlement is effected by
such Indemnitee without the prior written consent of the Company (on behalf of
all Indemnifying Parties), which shall not be unreasonably withheld.  In each case, Manager and each other
Indemnitee seeking indemnification hereunder will cooperate with the
Indemnifying Parties, so long as an Indemnifying Party is conducting the
defense of the Claim, in the preparation for and the prosecution of the defense
of such Claim, including making available evidence within the control of
Manager or such Indemnitee, as the case may be, and persons needed as witnesses
who are employed by Manager or such Indemnitee, as the case may be, in each
case as reasonably needed for such defense and at cost, which cost, to the
extent reasonably incurred, shall be paid by the Indemnifying Parties.


(b)           The Manager shall
notify the Indemnifying Parties in writing of the amount requested for advances
(“Notice of Advances”).  The
Indemnifying Parties hereby agree to advance reasonable costs and Expenses
incurred by Manager (acting on its own behalf or, if requested by any such
Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee
in connection with any Claim (but not for any Claim initiated or brought
voluntarily by an Indemnitee other than a Proceeding pursuant to Section 2(c))
in advance of the final disposition of such Claim without regard to whether
Indemnitee will ultimately be entitled to be indemnified for such costs and
expenses upon receipt of an undertaking by or on behalf of Manager or such
Indemnitee to repay amounts so advanced if it shall ultimately be determined in
a decision of a court of competent jurisdiction from which no appeal can be taken
that Manager or such Indemnitee is not entitled to be indemnified by the
Indemnifying Parties as authorized by this Agreement.  The Indemnifying Parties shall make payment
of such advances no later than 10 days after the receipt of the Notice of Advances.


(c)           Manager shall notify
the Indemnifying Parties in writing of the amount of any Claim actually paid by
any of Manager, the Investor or an Other Investor (the “Notice of Payment”).  The amount of any Claim actually paid by
Manager or such Indemnitee shall bear simple interest at the rate equal to the
JPMorgan Chase Bank, N.A. prime rate as of the date of such payment plus 2% per
annum, from the date the 



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Indemnifying
Parties receive the Notice of Payment to the date on which any Indemnifying
Party shall repay the amount of such Claim plus interest thereon to Manager or
such Indemnitee.  The Indemnifying
Parties shall make indemnification payments to the Manager no later than 30
days after receipt of the Notice of Payment.


(d)           Determination.  The members of the Company Group intend that
Indemnitee shall be indemnified to the fullest extent permitted by law as
provided in Section 2 and that no Determination shall be required in connection
with such indemnification.  In no event
shall a Determination be required in connection with advancement of Expenses
pursuant to Section 4(b) or in connection with indemnification for expenses
incurred as a witness or incurred in connection with any Claim or portion
thereof with respect to which an Indemnitee has been successful on the merits
or otherwise.  Any decision that a
Determination is required by law in connection with any other indemnification
of an Indemnitee, and any such Determination, shall be made within 30 days after
receipt of a Notice of Claim, as follows:


(i)            if no Change in Control has
occurred, (x) by a majority vote of the directors of the Indemnifying
Parties who are not parties to such Claim, even though less than a quorum, or (y)
by a committee of such directors designated by majority vote of such directors,
even though less than a quorum, or (z) if there are no such directors,
or if such directors so direct, by Independent Legal Counsel in a written
opinion to the Indemnifying Party and such Indemnitee; and


(ii)           if a Change in Control has occurred,
by Independent Legal Counsel in a written opinion to the Indemnifying Parties
(or their successors) and such Indemnitee.


The Indemnifying Parties shall pay all expenses
incurred by Indemnitee in connection with a Determination.


(e)           Independent Legal
Counsel.  If there has not been
a Change in Control, Independent Legal Counsel shall be selected by the
board of directors of the Company and approved by Manager or Indemnitee (which
approval shall not be unreasonably withheld or delayed).  If there has been a Change in Control,
Independent Legal Counsel shall be selected by Manager or Indemnitee and
approved by the Company (which approval shall not be unreasonably withheld or
delayed).  The Indemnifying Parties shall
pay the fees and expenses of Independent Legal Counsel and indemnify
Independent Legal Counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to its engagement.


(f)            Consequences of
Determination; Remedies of Indemnitee. 
The Indemnifying Parties shall be bound by and shall have no right to
challenge a Favorable 



 12
 









Determination.  If an Adverse Determination is made, or if
for any other reason the Indemnifying Parties do not make timely
indemnification payments or advances of expenses, Manager or Indemnitee shall
have the right to commence a Proceeding before a court of competent
jurisdiction to challenge such Adverse Determination and/or to require the
Indemnifying Parties to make such payments or advances.  An Indemnitee shall be entitled to be
indemnified for all Expenses incurred in connection with such a Proceeding in
accordance with Section 2 and to have such Expenses advanced by the Company in
accordance with Section 4(b).  If Manager
or an Indemnitee fails to timely challenge an Adverse Determination, or if
Manager or an Indemnitee challenges an Adverse Determination and such Adverse
Determination has been upheld by a final judgment of a court of competent
jurisdiction from which no appeal can be taken, then, to the extent and only to
the extent required by such Adverse Determination or final judgment, the
Indemnifying Parties shall not be obligated to indemnify or advance expenses to
such Indemnitee under this Agreement.


(g)           Presumptions;
Burden and Standard of Proof.  In
connection with any Determination, or any review of any Determination, by any
person, including a court:


(i)            It shall be a presumption that a
Determination is not required.


(ii)           It shall be a presumption that an
Indemnitee has met the applicable standard of conduct and that indemnification
of such Indemnitee is proper in the circumstances.


(iii)          The burden of proof shall be on the
Indemnifying Parties to overcome the presumptions set forth in the preceding
clauses (i) and (ii), and each such presumption shall only be overcome if the
Indemnifying Parties establish that there is no reasonable basis to support it.


(iv)          The termination of any Proceeding by
judgment, order, finding, settlement (whether with or without court approval)
or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption
that indemnification is not proper or that an Indemnitee did not meet the
applicable standard of conduct or that a court has determined that
indemnification is not permitted by this Agreement or otherwise.


(v)           Neither the failure of any person or
persons to have made a Determination nor an Adverse Determination by any person
or persons shall be a defense to an Indemnitee’s claim or create a
presumption that an Indemnitee did not meet the applicable standard of conduct,
and any Proceeding commenced by an Indemnitee pursuant to Section 4(f) shall be
de novo with respect to all
determinations of fact and law.



 13
 









5.             Certain Covenants.  The rights of each Indemnitee to be
indemnified under any other agreement, document, certificate or instrument or
applicable law are independent of and in addition to any rights of such
Indemnitee to be indemnified under this Agreement.  The rights of Manager and  each
Indemnitee and the obligations of the Indemnifying Parties hereunder shall remain
in full force and effect regardless of any investigation made by or on behalf
of such Indemnitee.  Following the
Transactions, each of the Company Entities, and each of their corporate
successors, shall implement and maintain in full force and effect any and all
corporate charter and by-law provisions that may be necessary or appropriate to
enable it to carry out its obligations hereunder to the fullest extent
permitted by applicable law, including without limitation a provision of its
certificate of incorporation (or comparable organizational document under its
jurisdiction of incorporation) eliminating liability of a director for breach
of fiduciary duty to the fullest extent permitted by applicable law, as amended
from time to time.  So long as the Company
or any other member of the Company Group maintains liability insurance for any
directors, officers, employees or agents of any such Person, the Indemnifying
Parties shall ensure that each Indemnitee serving in such capacity is covered
by such insurance in such a manner as to provide Indemnitee the same rights and
benefits as are accorded to the most favorably insured of the Company’s and the
Company Group’s then current directors and officers.


6.             Notices.  All notices and other communications
hereunder shall be in writing and shall be delivered by certified or registered
mail (first class postage prepaid and return receipt requested), telecopier,
overnight courier or hand delivery, as follows:


(a)  If to any Company Entity,
to:


ServiceMaster Global Holdings,
Inc.


c/o Clayton, Dubilier & Rice Fund VII, L.P.


1403 Foulk Road, Suite 106


Wilmington, Delaware 
19803


Attention: 
David H. Wasserman


Facsimile:  (302) 427-7398


with a copy to (which shall not constitute
notice):


Clayton, Dubilier & Rice, Inc.

375 Park Avenue

18th Floor

New York, New York  10152

Attention:  Mr. David H. Wasserman

Facsimile:  (212) 893-7061



 14
 









with a copy to (which shall not constitute
notice) each other Committing Investor.


(b)  If to Manager, to:


Clayton, Dubilier
& Rice, Inc.


375 Park Avenue


18th Floor


New York, New
York  10152


Attention:  Mr. David H. Wasserman


Facsimile:  (212) 893-7061


(c) 
If to the Investor, Clayton, Dubilier & Rice Fund VII
(Co-Investment), L.P. or CD&R Parallel Fund VII, L.P., to it at:


1403 Foulk
Road, Suite 106


Wilmington,
Delaware  19803


Attention:  David H. Wasserman


Facsimile:  (302) 427-7398


(d)  If to CDR SVM Co-Investor
L.P., to:


CDR  SVM
Co-Investor L.P.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands, British West Indies

Facsimile: (345) 949-8080


or to such other address or such other person as the
Company Entities, Manager, the Investor or the Other Investors as the case may
be, shall have designated by notice to the other parties hereto.  All communications hereunder shall be
effective upon receipt by the party to which they are addressed.  A copy of any notice or other communication
given under this Agreement shall also be given to:


Debevoise & Plimpton LLP

919 Third Avenue

New York, New York  10022

Attention:  Franci J. Blassberg, Esq.

Facsimile:  (212) 909-6836



 15
 









7.             Arbitration


(a)           Any dispute, claim
or controversy arising out of, relating to, or in connection with this
contract, or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this
agreement to arbitrate, shall be finally determined by arbitration.  The arbitration shall be administered by
JAMS.  If the disputed claim or
counterclaim exceeds $250,000, not including interest or attorneys’ fees, the
JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive
Rules”) in effect at the time of the arbitration shall govern the
arbitration, except as they may be modified herein or by mutual written
agreement of the parties.  If no disputed
claim or counterclaim exceeds $250,000, not including interest or attorneys’
fees, the JAMS Streamlined Arbitration Rules and Procedures (“JAMS
Streamlined Rules”) in effect at the time of the arbitration shall govern
the arbitration, except as they may be modified herein or by mutual written
agreement of the parties.


(b)           The seat of the
arbitration shall be New York, New York. 
The parties submit to jurisdiction in the state and federal courts of
the State of New York for the limited purpose of enforcing this agreement to
arbitrate.


(c)           The arbitration
shall be conducted by one neutral arbitrator unless the parties agree
otherwise.  The parties agree to seek to
reach agreement on the identity of the arbitrator within thirty (30) days after
the initiation of arbitration.  If the
parties are unable to reach agreement on the identity of the arbitrator within
such time, then the appointment of the arbitrator shall be made in accordance
with the process set forth in JAMS Comprehensive Rule 15.


(d)           The arbitration
award shall be in writing, state the reasons for the award, and be final and
binding on the parties.  The arbitrator
may, in the award, allocate all or part of the costs of the arbitration,
including the fees of the arbitrator and the attorneys’ fees of the prevailing
party.  Judgment on the award may be
entered by any court having jurisdiction thereof or having jurisdiction over
the relevant party or its assets.  Notwithstanding
applicable state law, the arbitration and this agreement to arbitrate shall be
governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.


(e)           The parties agree
that the arbitration shall be kept confidential and that  the existence of the proceeding and any
element of it (including but not limited to any pleadings, briefs or other
documents submitted or exchanged, any testimony or other oral submissions, and
any awards) shall not be disclosed beyond the tribunal, JAMS, the parties,
their counsel, accountants and auditors, insurers and re-insurers, and any
person necessary to the conduct of the proceeding.  The confidentiality obligations shall not
apply (i) if disclosure is required by law, or in judicial or
administrative proceedings, or (ii) as far as disclosure is necessary to
enforce the rights arising out of the award.



 16
 









8.             Governing Law; Jurisdiction,
Waiver of Jury Trial.  This Agreement
shall be governed in all respects, including validity, interpretation and
effect, by the law of the State of New York, regardless of the law that might
be applied under principles of conflict of laws to the extent such principles
would require or permit the application of the laws of another jurisdiction.


9.             Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby.


10.           Successors; Binding Effect.  Each Indemnifying Party will require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business and
assets of such Indemnifying Party, by agreement in form and substance
satisfactory to Manager, the Investor, the Other Investors and their counsel,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that such Indemnifying Party would be required to perform if
no such succession had taken place.  This
Agreement shall be binding upon and inure to the benefit of each party hereto
and its successors and permitted assigns, and each other Indemnitee, but
neither this Agreement nor any right, interest or obligation hereunder shall be
assigned, whether by operation of law or otherwise, by the Company without the
prior written consent of Manager, the Investor and the Other Investors.


11.           Miscellaneous.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  This
Agreement is not intended to confer any right or remedy hereunder upon any
Person other than each of the parties hereto and their respective successors
and permitted assigns and each other Indemnitee.  No amendment, modification, supplement or
discharge of this Agreement, and no waiver hereunder shall be valid and binding
unless set forth in writing and duly executed by the party or other Indemnitee
against whom enforcement of the amendment, modification, supplement or
discharge is sought.  Neither the waiver
by any of the parties hereto or any other Indemnitee of a breach of or a
default under any of the provisions of this Agreement, nor the failure by any
party hereto or any other Indemnitee on one or more occasions, to enforce any
of the provisions of this Agreement or to exercise any right, powers or
privilege hereunder, shall be construed as a waiver of any other breach or
default of a similar nature, or as a waiver of any provisions hereof, or any
rights, powers or privileges hereunder. 
The rights, indemnities and remedies herein provided are cumulative and
are not exclusive of any rights, indemnities or remedies that any party or
other Indemnitee may otherwise have by contract, at law or in equity or
otherwise.  This Agreement may be
executed in several counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.



 17
 









[The remainder of this page has been left blank
intentionally.]



 18















IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement by their authorized representatives 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLAYTON, DUBILIER & RICE, FUND 

  
	
   

  	
   

  	
  VII, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CD&R Associates VII, Ltd., its general 

  
	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Name: Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Title: Vice President, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLAYTON, DUBILIER & RICE, FUND 

  
	
   

  	
   

  	
  VII, (CO-INVESTMENT), L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CD&R Associates VII (Co-Investment), 

  
	
   

  	
   

  	
  Ltd., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Name: Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Title: Vice President, Treasurer and 

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  



 













 


	
  

  	
   

  	
  CD&R PARALLEL FUND VII, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CD&R Parallel Fund Associates VII, 

  
	
   

  	
   

  	
  Ltd., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Name: Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Title: Vice President, Treasurer and 

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CD&R SVM CO-INVESTOR, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CDR SVM Co-Investor GP Limited, its 

  
	
   

  	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Theresa A. Gore

  	 

	
   

  	
   

  	
   

  	
  Name: Theresa A. Gore

  	 

	
   

  	
   

  	
   

  	
  Title: Director

  	 

						



 













 


	
  

  	
   

  	
  SERVICEMASTER GLOBAL 

  
	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Theresa
  A. Gore

  	 

	
   

  	
   

  	
   

  	
  Name:

  	
  Theresa A. Gore

  	 

	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President,
  Treasurer and

  	 

	
   

  	
   

  	
   

  	
   

  	
  Assistant Secretary

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Eric Zarnikow

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President &

  
	
   

  	
   

  	
   

  	
   

  	
  Treasurer