THE EXHIBITS
THERETO), INCLUDING THOSE AMENDMENTS MADE EFFECTIVE BY THE PARTIES IN THE
FUTURE.
THIS STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES SUPERSEDES ALL
PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT DESCRIBED HEREIN.
Accepted by:
Accepted by:
[CUSTOMER]
[SERVICE PROVIDER]
By:
By:
Authorized Signature
Authorized Signature
Name (Type or Print)
Date
Name (Type or Print)
Date
5
EXECUTION VERSION
Subject to a request for confidential treatment, certain portions of this
agreement have been intentionally omitted.
The omitted portions subject to the
confidential treatment request are designated by three asterisks ([***]).
A
complete version of this agreement has been separately filed with the Securities
and Exchange Commission.
Exhibit 4
Governance and Change Control
This is Exhibit 4, Governance and Change Control, to that certain Master
Services Agreement, dated as of December 11, 2008, between ServiceMaster
Consumer Services, L.P. and International Business Machines Corporation.
Unless
defined in this Exhibit, capitalized terms have the meanings set forth in the
Master Agreement or the "Definitions" Exhibit to the Master Agreement.
1.
OVERVIEW
1.1
PURPOSE.
THE PURPOSE OF THIS EXHIBIT 4 IS TO ESTABLISH AND AGREE
ON THE FORMAL PROCEDURES FOR:
(a)
managing the relationship between Customer and Service Provider
with respect to the Agreement, including the Transaction Document, and the
Project Schedules (all such attachments and schedules collectively known as the
Agreement);
(b)
facilitating the continued alignment of the interests of the
Parties; and
(c)
enabling the relationship to be maintained at the appropriate
level within each Party.
1.1.1
TO FURTHER SUCH PURPOSE, THIS EXHIBIT 4 ESTABLISHES THE GOVERNANCE
OPERATING MODEL WITH FOUR MAJOR COMPONENTS.
THE FOUR COMPONENTS ARE FURTHER
DESCRIBED IN MORE DETAIL IN SECTION 4 BELOW:
(A)
GOVERNANCE ORGANIZATION AND STAFFING;
(B)
DECISION-MAKING RIGHTS;
(C)
GOVERNANCE PROCESSES; AND
(D)
STANDARD REPORTING AND TOOLS.
1.1.2
SERVICE PROVIDER SHALL BE RESPONSIBLE FOR SUPPORTING THE
DEVELOPMENT AND IMPLEMENTATION OF THE GOVERNANCE OPERATING MODEL BY (A) USING
INDUSTRY LEADING PRACTICES, AND (B) LEVERAGING ITS EXPERTISE, TEMPLATES, TOOLS
AND PERSONNEL RESOURCES.
1.1.3
CUSTOMER SHALL BE RESPONSIBLE FOR: (A) DEFINING ITS OVERALL
GOVERNANCE STRATEGY AND (B) PARTICIPATING IN THE DEVELOPMENT AND IMPLEMENTATION
OF THE GOVERNANCE OPERATING MODEL AS SET FORTH HEREIN.
1.2
OBJECTIVES OF GOVERNANCE
1.2.1
THE OBJECTIVES OF THE GOVERNANCE MODEL PROVIDED HEREIN ARE: [***]
1.3
OPERATING PRINCIPLES.
A SET OF OPERATING PRINCIPLES WILL BE
AGREED UPON WITHIN [***].
THESE OPERATING PRINCIPLES WILL BE DEVELOPED
COLLABORATIVELY WORKING WITH THE SERVICE
1
PROVIDER AND WILL DEFINE DIRECTIONAL STATEMENTS REGARDING HOW THE PARTIES EXPECT
TO MANAGE THE RELATIONSHIP.
2.
GOVERNANCE OPERATING MODEL
2.1
GOVERNANCE OPERATING MODEL PURPOSE.
THE GOVERNANCE OPERATING
MODEL DESCRIBES THE ORGANIZATIONAL AND PROCESS COMPONENTS NECESSARY TO ACHIEVE
EFFECTIVE GOVERNANCE.
THESE COMPONENTS CONSIST OF THE FOLLOWING: [***]
2.2
GOVERNANCE ORGANIZATION AND STAFFING
2.2.1
EACH PARTY'S RESPONSIBLE EXECUTIVE SHALL HAVE THE DUTIES AS
DESCRIBED IN SECTIONS 2.2.8(A) AND (B) BELOW, RESPECTIVELY.
UNLESS SPECIFICALLY
STATED OTHERWISE OR IMPLIED BY ITS CONTEXT, THE RESPONSIBLE EXECUTIVES SHALL BE
DEEMED TO INCLUDE THEIR RESPECTIVE DELEGATED REPRESENTATIVES.
2.2.2
THE