Exhibit 10.13


EXECUTION COPY


This CONSULTING 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”) and
Clayton, Dubilier & Rice, Inc, a Delaware corporation (“Manager”).


W  I  T  N  E
S  S  E  T  H:


WHEREAS, 
Manager 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 in accordance with its terms and the
Stockholders Agreement (as defined below), the “Merger Agreement”)), by
and among the Company,  CDRSVM Acquisition Co., Inc., a
Delaware corporation, and ServiceMaster.


WHEREAS, the Company,
Clayton, Dubilier & Rice Fund VII, L.P. (“Fund VII”), Clayton,
Dubilier & Rice Fund VII (Co-Investment), L.P. (“Fund VII
(Co-Investment)”) and certain other parties have entered into a
Stockholders Agreement, dated as of the date hereof  (as
the same may be amended from time to time in accordance with its terms, the “Stockholders
Agreement”);


WHEREAS, concurrently with the execution and delivery
of this Agreement, the Company, Manager, Fund VII, Fund VII (Co-Investment) 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 in accordance
with its terms and the Stockholders Agreement, the “Indemnification
Agreement”); and


WHEREAS, the Company desires that it and its
subsidiaries (together, the “Company Group”) receive future financial,
investment banking, management advisory and other services from Manager, and
Manager desires to provide such services to the members of the Company Group;


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 engages Manager (on behalf
of the members of the Company Group) as a consultant, and Manager hereby agrees
to provide Consulting Services (as defined below) and Transaction Services (as
defined below) to the Company and the other members of the Company Group on the
terms and subject to the conditions set forth below.













2.            Scope of Future Services.


(a)           Consulting Services. 
Manager hereby agrees, during the term of this Agreement, to provide the
members of the Company Group with such financial, investment banking,
management, advisory and other services in connection with the operations of
the Company as may reasonably be requested from time to time by the board of
directors (the “Board”) of the Company
(collectively, the “Consulting Services”),
including assistance (i) developing and
implementing corporate and business strategy and planning for the Company
Group, including plans and programs for improving operating, marketing and
financial performance, (ii) recruiting key
management employees, (iii) establishing
and maintaining banking, legal and other business relationships, (iv) arranging future debt and equity financings and
refinancings for corporate purposes and (v)
providing professional employees to serve as directors or officers of the
members of the Company Group (“Manager Designees”),
as permitted pursuant to the Stockholders Agreement.


(b)           Transaction
Services.  In addition to, and without
duplication of, the Consulting Services, Manager hereby agrees, during the term
of this Agreement, to provide the members of the Company Group with financial,
investment banking, management advisory and other services as may reasonably be
agreed from time to time by the Company (subject to Unanimous Board Approval
(as defined in the Stockholders Agreement) if required pursuant to Section
2.3(c)(iii) of the Stockholders Agreement) and Manager with respect to proposed
transactions, including, without limitation, any proposed acquisition, merger
(other than to effect the sale of the Company), full or partial
recapitalization, structural reorganization (including any divestiture of one
or more subsidiaries or operating divisions of any member of the Company
Group), reorganization of the shareholdings or other ownership structure of the
Company Group, sales or dispositions of assets or any other similar
transaction, in each case other than the sale of all or substantially all of
the assets of the Company (each, a “Transaction”) directly or indirectly
involving the members of the Company Group (collectively, the “Transaction
Services”).  For the avoidance of
doubt, the Transaction Services shall not include the Initial Services, as
defined and provided for under the Transaction Fee Agreement, dated as of the
date hereof, among the Company, ServiceMaster, Manager and the other Equity
Sponsors named therein.


3.             Compensation;
Reimbursement of Expenses.


(a)            Compensation for Consulting
Services.  As compensation for the
Consulting Services, the Company shall, or shall cause one or more other
members of the Company Group to, on behalf of the members of the Company Group,
pay Manager a fee of $2,000,000 per year (together, the “Consulting Fee”),
one quarter of which shall be payable quarterly in advance on the first day of
each January, April, July and October (each, a “Consulting Services Payment
Date”).  The Consulting Fee shall
begin accruing immediately following the consummation of the Merger, and the
amount of the 



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Consulting Fee
accrued prior to the next succeeding Consulting Services Payment Date shall be
payable on such Consulting Services Payment Date, together with the regular
installment of the Consulting Fee payable on such Consulting Services Payment
Date.  If an employee of Manager or any
of its Affiliates is appointed to an executive management position (or a
position of comparable responsibility) with the Company or any other member of
the Company Group, then, for the period of such employee’s service in such
position, the Consulting Fee shall be increased by an amount to be reasonably
determined by Manager but not to exceed 100% of the Consulting Fee then in
effect.  The Consulting Fee may otherwise
be increased only by the Company, subject to (i) Unanimous Board
Approval if required pursuant to Section 2.3(c)(iii) of the Stockholders
Agreement or (ii) if Unanimous Board Approval is not required pursuant
to Section 2.3(c)(iii) of the Stockholders Agreement, (x) the approval
of a majority of the members of the Board who are not employees of the Company,
Manager, Fund VII, Fund VII (Co-Investment) or their respective Affiliates (“Disinterested
Directors”) or (y) if there are no Disinterested Directors serving
on the Board, the approval of a nationally recognized expert with expertise in
appraising the terms and conditions of the fee for which approval is required
(each of clauses (x) and (y), a “Disinterested Approval”).  The Consulting Fee may not be decreased
without the prior written consent of Manager.


(c)            Compensation
for Transaction Services.  As
compensation for the Transaction Services, in connection with each Transaction
that is consummated, the Company shall, or shall cause one or more of its
Affiliates to, on behalf of the members of the Company Group, pay Manager a fee
(a “Transaction Fee”) equal to 1.0% of the Transaction Value, or such
lesser amount as Manager and the Company, on behalf of the members of the
Company Group, may agree.  The Company,
on behalf of the members of the Company Group, may agree to pay a Transaction
Fee in excess of 1.0% of the Transaction Value of a Transaction, subject to
Unanimous Board Approval if required pursuant to Section 2.3(c)(iii) of the
Stockholders Agreement or, if not required thereunder, Disinterested Approval.  As used herein, “Transaction Value”
means the total value of the applicable Transaction, including, without
limitation, the aggregate amount of the cash funds and the aggregate value of
the other securities or obligations required to complete such Transaction
(excluding any fees payable pursuant to this Section 3(c)), including any
indebtedness, guarantees, capital stock or similar items issued or made to
facilitate, and the amount of any revolving credit or other liquidity
facilities or arrangements established in connection with, such Transaction or
assumed, refinanced or left outstanding in connection with or immediately
following such Transaction.  For purposes
of calculating a Transaction Fee, the value of any securities included in the
Transaction Value will be determined by the average of the last sales prices
for such securities on the five trading days ending five days prior to the
consummation of the applicable Transaction, provided that if such
securities do not have an existing public trading market, the value of the
securities shall be their fair market value as mutually reasonably agreed
between Manager and the Company, on behalf of the members of the Company Group,
on the day prior to consummation of such Transaction.



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(d)           Reimbursement of Expenses.  The Company shall, or shall cause one or more
other members of the Company Group to, on behalf of the members of the Company
Group, reimburse Manager for such reasonable travel and other out-of-pocket
expenses (“Expenses”) as may be incurred by Manager and its Affiliates
and its and their respective employees and agents in the course or on account
of rendering any services under this Agreement, including but not limited to
any applicable fees and expenses of any legal, accounting or other professional
advisors to Manager and its subsidiaries and Affiliates and any expenses
incurred by any Manager Designee in connection with the performance of his or
her duties to any member of the Company Group, including the cost of all air
travel whether on commercial or private aircraft.  Manager may submit monthly expense statements
to the Company or any other such member of the Company Group, which statements
shall be payable within thirty days.


(e)            Obligations
Joint and Several; Payment Obligations for Certain Transaction Fees and
Expenses.  ServiceMaster and the
Company (on behalf of the members of the Company Group) hereby agree that the
obligations of the Company under this Section 3 shall be borne jointly and
severally by each member of the Company Group.


4.             Term, etc.  (a)         This Agreement shall be in
effect until, and shall terminate upon the tenth anniversary of the date
hereof, and may be earlier terminated by Manager on thirty days’ prior written
notice to the Company.  The provisions of
this Agreement shall survive any termination hereof, provided that,
notwithstanding the foregoing, Sections 1 and 2 shall not survive any
termination hereof and provided, further, that Section 3 shall
survive any termination hereof solely as to any portion of any Consulting Fee,
Transaction Fee or Expenses not paid or reimbursed prior to such termination
and not required to be paid or reimbursed thereafter pursuant to Section 4(c).


(b)           Upon any consolidation or merger of
the Company, or any conveyance, transfer or lease of all or substantially all
of the assets of any member of the Company Group, whether in connection with
the Merger or otherwise, the entity formed by such consolidation, or into which
such member of the Company Group is merged or to which such conveyance, transfer
or lease is made (each, a “Successor Entity”), shall succeed to and be
substituted for the Company or such member of the Company Group, as applicable,
under this Agreement with the same effect as if the Successor Entity had been a
party hereto.  No such consolidation,
merger or conveyance, transfer or lease shall have the effect of terminating
this Agreement or of releasing any member of the Company Group or any Successor
Entity from its obligations hereunder.


(c)            Upon any termination of this Agreement,
the Company, agrees immediately to pay or reimburse, (or cause one or more
other members of the Company Group to pay or reimburse), as the case may be,
any accrued and unpaid installment of the Consulting Fee or portion thereof
(pro rated, with respect to the month in which such termination occurs, for the
portion of such month that precedes such termination), and 



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any accrued
and unpaid Transaction Fee or portion thereof and any unpaid and unreimbursed
Expenses that shall have been incurred prior to such termination (whether or
not such Expenses shall then have become payable).  If, at any time, no member of the Company
Group is permitted to make any payment or reimbursement due to Manager under this Agreement under the
terms of any credit agreement or other financing agreement to which any member
of the Company Group is a party, such obligations shall accrue as provided
herein, but payment or reimbursement thereof shall be deferred until such time
as (i) such payments are no longer prohibited under the terms of the
applicable agreement, or (ii) the loan amount due thereunder is repaid
in full.  In the event of the
liquidation of the Company, all amounts due Manager under this Agreement shall
be paid to Manager before any liquidating distributions or similar payments are
made to stockholders of the Company.


5.             Information.  The Company will,
and will cause each member of the Company Group to, use its reasonable best
efforts to furnish, or to cause their respective subsidiaries, employees and
agents to furnish, Manager with such information (the “Information”) as
Manager reasonably believes appropriate to its engagement hereunder.  The Company acknowledges and agrees that (a)
Manager will rely on the Information and on information available from
generally recognized public sources in performing the Consulting Services and
the Transaction Services and (b) Manager does not assume responsibility
for the accuracy or completeness of the Information and such other information.


6.             Independent Contractor Status.  The parties acknowledge and agree that
Manager shall perform the Consulting Services and the Transaction Services as
an independent contractor, retaining control over and responsibility for its
own operations and personnel and those of its controlled Affiliates.  The Company further acknowledges and agrees
that Manager may, in its sole discretion, remove or substitute any of the
members of, or add members to, the team of professional employees of Manager
and its Affiliates that will be providing services pursuant to this Agreement,
and that any such removal, substitution or addition shall not in any way modify
or affect any of the obligations of the Company hereunder, including, without
limitation, its obligation to pay the any fee or reimburse any Expenses.  None of Manager and its 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, nor shall any of them have authority hereunder to contract
in the name of or bind any member of the Company Group, except (i) to
the extent that any professional employee of Manager or any of its subsidiaries
may be serving as a director or an officer of any member of the Company Group
or (ii) as expressly agreed to in writing by such member of the Company
Group.  Any duties of Manager arising out
of its engagement to perform services hereunder shall be owed solely to the
members of the Company Group.



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7.             Limitation on Liability.  Except in cases of gross negligence or
willful misconduct, Manager, its Affiliates and any of their respective
employees, officers, directors, partners, consultants, members, stockholders or
Affiliates shall have no liability of any kind whatsoever to any member of the
Company Group for 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 Consulting Services and the Transaction Services.


8.             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 Manager 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 Manager makes no representations or warranties in connection with
this Agreement or its provision of the Consulting Services and the Transaction
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.


9.             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, subject to
Unanimous Board Approval if required pursuant to Section 2.3(c)(iii) of the
Stockholders Agreement or, if not required thereunder, Disinterested Approval.


10.           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 Manager of
its rights but not the obligations under this Agreement to any entity directly
or indirectly controlling, controlled by or under common control with Manager
shall be expressly permitted hereunder and shall not require the prior written
consent of the Company.  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.


11.           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 



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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 (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 11.


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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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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