Schedule to the Transaction Document.
Schedule D consists of the "Service Level Methodology" Schedule, the "Service
Levels" Schedule, the "Critical Services" Schedule and the "Managed Agreements"
Schedule.
1
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.
SCHEDULE D-1
SERVICE LEVEL METHODOLOGY
This is Schedule D-1, Service Level Methodology, to Transaction Document No. 1
to that certain Master Services Agreement, dated as of December 11, 2008,
between ServiceMaster Consumer Services, L.P. and International Business
Machines Corporation.
Unless otherwise defined herein, capitalized terms have
the meanings set forth in the Master Agreement, the "Definitions" Exhibit to the
Master Agreement, or the "Definitions" Schedule to the Transaction Document.
1.
GENERAL PROVISIONS.
(A)
GENERAL.
(I)
THE SERVICE LEVELS MEASURE WHETHER
SERVICE PROVIDER IS MEETING CERTAIN AGREED, MEASURABLE CRITERIA FOR THE SERVICES
THAT SERVICE PROVIDER IS CONTRACTUALLY COMMITTED TO PROVIDE TO CUSTOMER.
SERVICE PROVIDER SHALL MONITOR, MEASURE, COLLECT, RECORD AND REPORT TO CUSTOMER
ITS PERFORMANCE BEGINNING ON EACH SERVICE LEVEL COMMENCEMENT DATE AND THEREAFTER
DURING THE TERM (INCLUDING ANY TERMINATION ASSISTANCE PERIOD PRIOR TO HANDOVER
TO CUSTOMER OR CUSTOMER'S SUCCESSOR SERVICE PROVIDER) AGAINST ALL SERVICE LEVELS
THEN IN EFFECT.
(II)
THE "SERVICE LEVEL MATRIX" SCHEDULE SETS
FORTH CERTAIN SERVICE LEVELS AGAINST WHICH SERVICE PROVIDER'S PERFORMANCE OF THE
SERVICES SHALL BE MEASURED.
SERVICE PROVIDER SHALL PERFORM THE SERVICES AT OR
ABOVE THE LEVELS OF PERFORMANCE INDICATED FOR CPIS, KPIS AND GPIS AS SET FORTH
IN THIS SCHEDULE D-1 AND THE APPLICABLE "SERVICE LEVEL MATRIX" SCHEDULE, AND IF
SERVICE PROVIDER FAILS TO DO SO AND IS NOT OTHERWISE EXCUSED FROM SUCH FAILURE,
SERVICE PROVIDER SHALL TAKE THE CORRECTIVE ACTIONS AND MAY BE SUBJECT TO THE
OTHER REMEDIAL MEASURES SPECIFIED IN THIS SCHEDULE D-1 AND THE AGREEMENT.
(III)
SERVICE PROVIDER SHALL PERFORM THE SERVICES
THAT ARE NOT SUBJECT TO EXPRESSLY DEFINED SERVICE LEVELS AT A LEVEL OF SERVICE
THAT MEETS OR EXCEEDS THE GREATER OF [***].
(IV)
SERVICE PROVIDER SHALL BE RESPONSIBLE FOR, AND
HAVE IN PLACE AS OF EACH APPLICABLE SERVICE LEVEL COMMENCEMENT DATE, ALL OF THE
MEASURING, MONITORING AND REPORTING CAPABILITIES NECESSARY FOR MEASURING,
MONITORING AND REPORTING SERVICE PROVIDER'S PERFORMANCE AGAINST THE SERVICE
LEVELS AS DESCRIBED IN SECTION 5 BELOW.
(V)
EXCEPT AS OTHERWISE STATED IN THE APPLICABLE
"SERVICE LEVEL MATRIX" SCHEDULE, ALL SERVICE LEVELS SHALL BE MEASURED BY SERVICE
PROVIDER [***].
SERVICE PROVIDER SHALL REPORT TO CUSTOMER ITS PERFORMANCE
AGAINST SERVICE LEVELS UPON THE MEASUREMENT WINDOW FREQUENCY SPECIFIED FOR EACH
SERVICE LEVEL IN THE APPLICABLE "SERVICE LEVEL MATRIX" SCHEDULE.
(VI)
FOR A COMPOUND SERVICE LEVEL, SATISFACTION OF
EACH AND EVERY METRIC, CONDITION, COMPONENT OR ELEMENT IS NECESSARY FOR THE
SATISFACTION OF THE CORRESPONDING SERVICE LEVEL.
CUSTOMER MAY CREATE A COMPOUND
SERVICE LEVEL FROM SEPARATE, PRE-EXISTING SERVICE LEVELS.
WHERE A COMPOUND
SERVICE LEVEL IS CREATED FROM A NUMBER OF SEPARATE, PRE-EXISTING SERVICE
1
LEVELS, THE