WarrantyLink MASTER SERVICES AGREEMENT This WarrantyLink Master Services Agreement (the Agreement ) is entered into and effective as of Effective Date, by and between American Home Shield Corporation ( AHS ) and Broker. For purposes of this Agreement, Effective Date shall mean either the date on which AHS and Broker have each indicated their acceptance of the terms and conditions of this Agreement by electronic signature of this Agreement or January 1, 2017, whichever occurs later. AHS and Broker are collectively referred to as the Parties and individually as a Party. RECITALS Whereas, AHS is engaged in the business of issuing and administering home service contracts providing for the repair or replacement of covered components of specific home systems and appliances ( Home Warranties ); Whereas, Broker is engaged in the business of operating a real estate brokerage company with one or more offices; and Whereas, the Parties desire that Broker provide certain services in connection with the program in which AHS issues and administers Home Warranties (the Program ). AGREEMENT NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows: 1. Incorporation of Recitals. The foregoing Recitals are fully incorporated herein. 2. Participation in Program. (a) Broker will participate in the Program in accordance with the terms of this Agreement and any written requirements or guidelines regarding the Program provided by AHS to Broker, as amended from time to time by AHS (the Guidelines ). In the event of any conflict between this Agreement and the Guidelines, this Agreement will control. (b) AHS hereby authorizes Broker and its real estate agents (the Agents ), as its special and limited sales agents, to market and sell Home Warranties as part of the Program; provided, however, that (i) the scope of such special and limited agency shall be restricted to the activities expressly authorized under this Agreement, (ii) any such marketing and selling at all times shall comply with any applicable laws, and the terms and conditions of this Agreement and the Guidelines, and (iii) any such marketing and selling shall be conducted using only marketing materials, forms, and documents approved or provided to Broker by AHS. (c) Broker shall provide reasonable assistance to AHS to enable it to educate the Agents about the Program, including the distribution of relevant AHS materials, and shall ensure that the Agents comply with the requirements of this Agreement and the Guidelines.
3. Services. Broker shall provide (or cause its Agents to provide) the Services as defined and described in any attached Statement of Work ( Statement of Work or SOW ), each of which, once executed by authorized representatives of each Party, is incorporated into and made a part of this Agreement. Each such Statement of Work shall set forth a detailed description of the Services to be performed and the compensation to be paid for the Services covered by that particular Statement of Work. The Parties acknowledge and agree that: (a) nothing in this Agreement or any Statement of Work shall obligate Broker or its Agents to market, promote, or recommend Home Warranties sold by AHS; and (b) the Services provided by Broker and the Agents under the Program are distinct and beyond the scope of services provided by them in their capacity as a real estate broker or sales agent. 4. Non-Exclusive Relationship. Subject to the confidentiality obligations of Broker under Section 10, nothing contained in this Agreement or any Statement of Work shall prohibit or restrict Broker, its Agents or its employees, directly or indirectly, from promoting, marketing or selling a home service contract issued by a provider other than AHS, or from providing services for any such provider. 5. Consumer Disclosures and Authorization. Broker shall provide (or cause its Agents to provide) such disclosures regarding the Parties relationship as are required by law. To the extent required by law, Broker shall obtain authorization from a consumer prior to providing any information regarding such consumer to AHS or performing any Services hereunder. 6. Responsibilities of AHS. (a) AHS shall obtain all required regulatory approvals of the Home Warranties and associated contract rates. (b) With respect to each Home Warranty issued to a customer of Broker, AHS shall verify to the owner thereof the activation and effectiveness of such Home Warranty. (c) AHS shall provide commercially reasonable customer service operations in connection with the Home Warranties. (d) AHS shall produce and provide Broker with informational materials about the Home Warranties and other forms used in connection with the Program (the Program Materials ). The Broker shall not use any materials describing the Program except those supplied by AHS. 7. Home Warranties. AHS shall have the exclusive right, in its sole discretion, to make all decisions concerning Home Warranties offered under the Program, including but not limited to (a) the coverage, pricing, and other terms and conditions of the Home Warranties, (b) the states or other geographic areas in which Home Warranties may be offered, (c) whether an application for a Home Warranty is approved or denied, and (d) whether an existing Home Warranty is amended or terminated. 8. Compensation. (a) The Parties acknowledge their mutual intent that any compensation paid by AHS to Broker with respect to the Program complies with the provisions of the Real Estate Settlement Procedures Act, 12 U.S.C. 2601 et seq. and Regulation X (or any successor regulation) promulgated pursuant thereto (collectively, RESPA ), to the extent that RESPA applies to payment of such compensation. (b) The Parties further acknowledge that the compensation paid by AHS to Broker under the Program (i) is not compensation for the referral of buyers of Home Warranties, and (ii) reflects the reasonable and fair market value of Services provided by Broker and its Agents pursuant to this Agreement and
any attached Statement of Work, without regard to the value of any referral of buyers of Home Warranties. (c) Broker shall be solely responsible for determining the compensation arrangements, if any, among Broker and its Agents with respect to the Program. Broker shall ensure that any such arrangements comply with all applicable law. AHS shall in no event have any responsibility or liability with respect to such arrangements. (d) Broker shall be solely responsible for payment of taxes related to any compensation paid to Broker pursuant to this Agreement or any Statement of Work. (e) In the event that AHS pays for information that it later determines is untrue or inaccurate, AHS may deduct any such previously paid amount from any future payments to be made to Broker. If the Agreement or an applicable Statement of Work has been terminated after AHS paid Broker for inaccurate or untrue information, AHS may demand, and Broker shall comply with such demand, that Broker pay AHS an amount equal to the amount AHS overpaid for such information. Prior to or at the time of making any such deduction or demand, AHS shall notify Broker of the reason for such deduction or demand. 9. Term and Termination. (a) This Agreement shall commence on the Effective Date and continue for a period of one (1) year ( Initial Term ), automatically renewing thereafter for successive one (1) year periods (each such successive period being a Renewal Term ), unless otherwise terminated as provided for in this Section 9. The Initial Term and any Renewal Term thereafter shall collectively be referred to as the Term. (b) Either Party may terminate this Agreement and/or any Statement of Work hereunder at any time with or without cause by providing at least thirty (30) days prior written notice to the other Party. (c) In addition to the right to terminate as provided for in Section 9(b) above, either Party may immediately terminate this Agreement and/or any Statement of Work, or suspend its future performance with respect thereto, to the extent that such Party reasonably determines that continued performance under this Agreement and/or any Statement of Work presents a risk that such Party or the Program will violate applicable law. Upon termination of this Agreement, all Statements of Work hereunder shall concurrently terminate. (d) In the event that a Statement of Work contains a termination provision, a Party may terminate a Statement of Work in accordance with such provision. 10. Confidential Information. Each Party (the Receiving Party ) recognizes that, during the Term of this Agreement, its directors, officers and employees may obtain knowledge of trade secrets and other confidential information of the other Party (the Disclosing Party ) which are valuable, special or unique to the continued business of the Disclosing Party. Accordingly, except as required by law or exchange rule, the Receiving Party agrees to hold such information of the Disclosing Party in confidence by its officers, directors and employees. The above notwithstanding, this Section 10 shall not apply to any information of the Disclosing Party (a) which is in or enters the public domain through no act of the Receiving Party, (b) which the Receiving Party independently develops, (c) which the Receiving Party knew prior to disclosure by the Disclosing Party, (d) which the Receiving Party obtained from a third party without such third party breaching any confidentiality agreement with the Disclosing Party, or (e) which the Receiving Party is obligated to disclose by subpoena or other order of a court or regulator in which event such Receiving Party shall so notify the Disclosing Party and
permit the Disclosing Party to obtain a protective order at the Disclosing Party s discretion. This Section 10 shall survive termination of this Agreement. 11. Broker Warranties and Covenants. (a) Broker represents, covenants and warrants that it and its Agents will comply at all times with all applicable laws and regulations of any jurisdiction in which Broker or its Agents act. (b) Broker warrants that Services performed by it or its Agents will be done in a professional and workmanlike manner in accordance with applicable professional standards. (c) Broker warrants that the Services performed by it and its Agents meet all specifications identified in the applicable Statement of Work. (d) Broker represents and warrants both for itself and on behalf of its Agents that (i) all information delivered to AHS under this Agreement or in connection with the Services shall be true and accurate, (ii) the provision of such information to AHS shall be done in compliance with all applicable laws, and (iii) it shall obtain all necessary permissions associated with the collection and delivery of such information to AHS to allow AHS to lawfully receive and use for its business any and all information provided as part of the Services. 12. Compliance with Law. Each Party agrees that it (and, in the case of Broker, its Agents) will comply with any applicable federal, state, and local laws and regulations, including without limitation RESPA, while participating in the Program and performing its obligations under this Agreement and any Statements of Work. 13. Indemnification / Limitation of Liability. (a) AHS agrees to indemnify and defend Broker and its directors, officers, employees and agents ( Broker Indemnified Parties ) against any and all claims, suits, and actions by third parties that result in liabilities, losses, expenses (including reasonable attorneys fees) or damages (collectively, a Loss ) which may hereafter arise, or which the Broker Indemnified Parties sustain, due to or arising out of: (i) the failure of AHS to perform any of its covenants, agreements, duties, or obligations under this Agreement; (ii) the negligence or intentional misconduct of AHS; and (iii) the Home Warranties or the offering or sale thereof, including (A) customer claims under or in connection with the Home Warranties or (B) claims and/or allegations that this Agreement or the performance of AHS hereunder violates applicable law. Notwithstanding the foregoing, AHS shall have no obligation to indemnify any Broker Indemnified Party for Losses resulting from Broker s or Agent s negligence, intentional misconduct, or failure to comply with the terms of this Agreement or applicable law. (b) Broker agrees to indemnify and defend AHS and its directors, officers, employees and agents ( AHS Indemnified Parties ) against any and all claims, suits, and actions by third parties that result in any Losses which may hereafter arise, or which the AHS Indemnified Parties sustain, due to or arising out of: (i) the failure of Broker or Agents to perform any of their covenants, agreements, duties or obligations under this Agreement; (ii) the negligence or intentional misconduct of Broker or Agents; and (iii) any representation, statement or promise by Broker or Agents that is not authorized by AHS or is beyond the scope of sales or training materials, forms or other documents provided or approved by AHS. Notwithstanding the foregoing, Broker shall have no obligation to indemnify any AHS Indemnified Party for any Losses resulting from AHS negligence, intentional misconduct, or failure to comply with the terms of this Agreement or applicable law.
(c) With the exception of indemnification obligations hereunder, neither Party shall be liable to the other for any special, incidental, indirect, consequential, punitive, or exemplary damages arising hereunder, even if advised of the possibility of such damages. (d) Notwithstanding anything herein to the contrary, in the event it is determined that either the making or receiving of payment under this Agreement is a violation of applicable law, neither Party shall be in violation of this Agreement by virtue of earlier having made or received such payments, nor shall either Party be obligated to indemnify the other Party or its directors, officers, employees, or agents with respect to any Loss that results from such payment. For the avoidance of doubt, if the making or receiving of payments pursuant to this Agreement is determined to be unlawful all such payments shall cease. 14. Miscellaneous. (a) Means and Methods. Broker shall only promote AHS using means and methods approved by AHS in writing. Additionally, any and all advertising and marketing materials used by Broker, pursuant to this Agreement, shall be current, unaltered advertising or marketing materials prepared by AHS and approved by AHS specifically for the purpose for which it shall be used. (b) Notice. Any notice hereunder shall be in writing and shall be given by personal delivery, by commercial overnight delivery service, or by United States mail. Notice to Broker shall be addressed to the address provided by Broker in connection with acceptance of this Agreement or such other address as Broker may provide notice to AHS. Notice to AHS shall be addressed as follows: American Home Shield Corporation 889 Ridge Lake Boulevard Memphis, Tennessee 38120 Attn: Division General Counsel (c) Amendment. The terms and conditions of this Agreement may not be modified or amended except in a writing signed by both Parties hereto. (d) Assignment; Binding Nature. The terms of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto. This Agreement shall not be assigned by any Party without the prior written consent of the other Party, which consent may be given or withheld in the sole discretion of the Party whose consent is required hereby, provided that AHS may assign this Agreement in whole or in part to one or more of its subsidiaries or affiliates. (e) Waiver. No Party may waive the performance of any provision of this Agreement by the other Party or any right under this Agreement except in a writing executed by the Party against which the waiver is to be enforced. (f) Arbitration. Any controversy or claim arising out of or relating to this Agreement will be settled by binding arbitration in Memphis, Tennessee. Such arbitration will be conducted in accordance with the rules of the American Arbitration Association except that a written opinion of the arbitrator must be delivered to the Parties regardless of any rules to the contrary. The Parties will agree upon one arbitrator to settle the controversy or claim, provided that if the Parties are unable to agree upon an arbitrator within twenty (20) business days, they will accept an arbitrator appointed by the American Arbitration Association. Any award rendered by the arbitrator will be conclusive and binding upon the Parties hereto and a judgment upon the award will be entered in any court having jurisdiction thereof. This
provision for arbitration will be specifically enforceable by the Parties and the decision of the arbitrator in accordance herewith will be final and binding. The arbitrator's charges and expenses will be split by the Parties on a 50/50 basis. Each Party will be responsible for its own attorneys fees and costs at arbitration. Claims brought by or against either Party hereunder may not be joined with claims brought by or against any other person and the arbitrator shall have no power or authority to conduct a classwide or multiple party arbitration. (g) Governing Law. This Agreement shall be subject to and construed under the laws of the State of Tennessee without reference to conflicts of law provisions thereof. In connection with this Agreement, the Parties consent to the personal jurisdiction of, and venue in, the courts located in Shelby County, Tennessee. (h) Severability. If any provision of this Agreement is adjudicated as invalid or unenforceable, the remaining provisions shall not be adversely affected and will remain in full force and effect. (i) Electronic Execution. This Agreement and any Statement of Work hereunder or amendment hereof shall be executed electronically through a website operated by or on behalf of AHS. The specific address of such website shall be provided by AHS to Broker. (j) Survival. The provisions in this Section 14(j) as well as the provisions of Sections 7 (Home Warranties), 10 (Confidential Information), 13 (Indemnification/Limitation of Liability), 14(b) (Notice), 14(f) (Arbitration), and 14(g) (Governing Law) will survive any termination of this Agreement. (k) Entire Agreement. This Agreement, any Statement of Work adopted hereunder, and any attachments hereto constitute the entire agreement between the Parties hereto and supersede all oral and written negotiations with respect to the subject matter thereof. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date. AMERICAN HOME SHIELD CORPORATION By Name: Title: BROKER By Name: Title: