Global Technology Services
Name (Type or Print)
Name (Type or Print)
December 13, 2008
December 13, 2008
Date
Date
5
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 A
DEFINITIONS
This is Schedule A, Definitions, 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.
The
following terms used in Transaction Document No. 1 have the meanings indicated
below.
A.01
"AAA RULES" MEANS THE AMERICAN ARBITRATION ASSOCIATION'S COMMERCIAL
ARBITRATION RULES.
A.02
"ACCEPTANCE CRITERIA" MEANS THE ACCEPTANCE CRITERIA APPLICABLE TO
EACH DELIVERABLE PROVIDED OR DEVELOPED BY SERVICE PROVIDER, INCLUDING CRITICAL
TRANSFORMATION AND TRANSITION MILESTONES AND PROJECTS, AS SPECIFIED BY THE
PARTIES IN ACCORDANCE WITH THE "GOVERNANCE AND CHANGE CONTROL" EXHIBIT.
A.03
"ACD AGENT" HAS THE MEANING SET FORTH IN THE "NETWORK" SECTION OF
SCHEDULE E-7.
A.04
"ADD/CHANGE" HAS THE MEANING SET FORTH IN THE "END USER" SECTION OF
SCHEDULE E-7.
A.05
"AFFECTED EMPLOYEES" MEANS THE INDIVIDUALS LISTED IN THE "LIST OF
AFFECTED EMPLOYEES" SCHEDULE, WHO ARE EMPLOYED BY A MEMBER OF THE CUSTOMER GROUP
PRIOR TO THE EFFECTIVE DATE AND TO WHOM SERVICE PROVIDER OR NETWORK SERVICES
PROVIDER SHALL CONSIDER FOR OFFERS OF EMPLOYMENT PURSUANT TO THE "TERMS FOR
AFFECTED EMPLOYEES" SCHEDULE.
A.06
"ALLOCATION OF POOL PERCENTAGE" MEANS THE PORTION OF THE POOL
PERCENTAGE THAT IS SPECIFIED FOR ANY PARTICULAR CPI IN THE EVENT OF A SERVICE
LEVEL DEFAULT FOR SUCH SERVICE LEVEL.
ANY SUCH PORTION SHALL NOT EXCEED [***]
OF THE AT RISK AMOUNT.
A.07
"ANNUAL SATISFACTION SURVEY" MEANS THE ANNUAL SURVEY OF CUSTOMER
DESIGNATED MANAGERS / STAKEHOLDERS RECEIVING THE SERVICES FROM SERVICE PROVIDER.
A.08
"APPLICATION DEVELOPMENT RESOURCE BASELINE" IS DESCRIBED IN SCHEDULE
E-3 AND IN THE "APPLICATION DEVELOPMENT AND MAINTENANCE" SECTION OF SCHEDULE
E-7.
A.09
"APPLICATION DEVELOPMENT SERVICES" HAS THE MEANING SET FORTH IN THE
"APPLICATION DEVELOPMENT AND MAINTENANCE" SECTION OF SCHEDULE E-7.
A.10
"ARBITRATION NOTICE" MEANS A WRITTEN NOTICE REQUESTING ARBITRATION
IN ACCORDANCE WITH SECTION 3(A)(III)(D) OF THE "SERVICE LEVEL METHODOLOGY"
SCHEDULE.
A.11
"ARC" MEANS AN ADDITIONAL RESOURCE CHARGE TO CUSTOMER BY SERVICE
PROVIDER PURSUANT TO THE ARC/RRC PROCESS DESCRIBED IN SECTION 2.4 AND
SECTION 2.5 OF SCHEDULE E-1 FOR RESOURCE UNIT USAGE ABOVE THE ARC POINT.
A.12
"ARC POINT" MEANS THE THRESHOLD POINT RESOURCE UNIT CONSUMPTION MUST
EXCEED BEFORE AN ARC WILL BE APPLIED.
[***]
1
A.13
"ARC RATE" MEANS THE MONETARY RATE PER UNIT TO BE CHARGED BY SERVICE
PROVIDER TO CUSTOMER FOR ANY RESOURCE UNIT CONSUMPTION FOR EACH APPLICABLE
RESOURCE UNIT [***] ACCORDING TO THE FORMULAS DEFINED IN SECTION 2.4(B) OF
SCHEDULE E-1.
A.14
"ARC/RRC MEASUREMENT PERIOD" MEANS THE PERIOD OF TIME OVER WHICH
APPLICABLE RESOURCE UNITS ARE TO BE MEASURED, TO DETERMINE THE APPLICABILITY OF
AN ARC OR RRC.
A.15
"ARC/RRC RATES" MEANS THE ARC